TCR_Public/031215.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 15, 2003, Vol. 7, No. 247   

                          Headlines

ADVANSTAR COMMS: Names Joseph Loggia as Chief Executive Officer
AGRICORE UNITED: 2003 Year-End Net Loss Narrows to $2.4 Million
ALLIANCE GAMING: Miodunski and Robbins Re-Elected to Co.'s Board
AMERICAN EXPORTERS: Case Summary & 20 Largest Unsecured Creditors
AMES: Wants Vendor Action Service Period Extended to March 10

ARMSTRONG HLDGS: Expands Scope of Hewitt's Retention as Actuary
ATLANTIC COAST: Record Date for Mesa Consent Solicitation Set
AURORA FOODS: Summary & Overview of Prepackaged Chapter 11 Plan
AVOTUS: Extends Option Period Re Jefferson's Planned Investment
BOISE: OfficeMax Shareholders Accept Exchange & Merger Deal

BOISE CASCADE: S&P Ratchets Rating Down a Notch to BB
BROOKFIELD PROPERTIES: S&P Rates C$150M Ser. I Preferreds at BB+
CHASE COMMERCIAL: S&P Takes Rating Actions on Ser. 1997-1 Notes
CHESAPEAKE ENERGY: Completes Tender Offer for 8.5% Senior Notes
CLEVELAND ELECTRIC: Fitch Rates Sr. Unsecured Debt Issue at BB

COEUR D'ALENE: Files 'Universal Shelf' Registration Statement
DELTA AIR LINES: Enhances Corporate Governance Program
EDISON INT'L: Board Declares Quarterly Common Stock Dividend
ELAN: Seeks Binding Arbitration Regarding Agreement with Pfizer
ELAN CORP: Retaining Drug Delivery and Acute Care Businesses

ENRON: Court Adjourns Disclosure Statement Hearing to Dec. 22
EMMIS COMMS: Will Host Third-Quarter Conference Call Jan. 8
FAO SCHWARZ: Dr. Fad Throws-In Bid to Buy Toy Store Chain
FC CBO III: S&P Places Class B Notes' Low-B Rating on Watch Neg.
FEDERAL-MOGUL: Agrees to Extend EPA Claims Bar Date to Feb. 27

FEDERALPHA STEEL: Creditors Must File Claims by January 16
FIBERMARK INC: Promotes John E. Hanley to VP & CFO
FLEMING COS: Asks Court to Clear Deloitte's Retention as Auditor
FRANK'S NURSERY: Nov. 2 Balance Sheet Upside-Down by $716,000
GENUITY: Obtains Judge Beatty's Nod for ICG Settlement Pact

GEORGIA-PACIFIC: Closes $500 Million 8% Senior Debt Offering
GLOBAL CROSSING: ACM Analyzes Marketplace Impact of Emergence
GOODYEAR TIRE: Accounting Issues Spur S&P's Neg. Implications
GLOBO COMMUNICACOES: Involuntary Case Summary
GRUPO IUSACELL: Proposes One-For-Twenty Reverse Stock Split

HASBRO INC: Board Declares Quarterly Dividend Payable on Feb. 16
HOUSING SECURITIES: Fitch Affirms Class B1 Notes' Rating at BB
IMAGEMAX: Completes $500K Working Capital Financing Arrangement
INTERNATIONAL STEEL: Caps Price of Initial Public Offering
IRWIN TOY: Returns to Family Ownership, One Year After Collapse

MAGNUM HUNTER: Prices $100 Million Convert. Sr. Debt Offering
MIDWAY AIRLINES: Court Accepts Mesa Air's $9MM Bid to Buy Assets
MILLENNIUM CHEM: Reports Vinyl Acetate Price Increases for 2004
MILLENNIUM CHEM: Glacial Acetic Acid Prices to Increase in 2004
MIRANT: Seeks Clearance to Assume Zeeland Tax Abatement Contract

MIRANT CORP: Bankruptcy Court Approves Settlement with Unitil
MORGAN STANLEY CAPITAL: Fitch Affirms BB Rating on Class F Notes
MYRTLE BEACH: Senior Rev. Bonds Ser. 2001A Gets S&P's BB- Rating
NEVADA STAR: Partners with Anglo American for Alaska Project
NEW CENTURY FIN'L: Board Approves Increase in Quarterly Dividend

NRG ENERGY: Court Okays Cure Amounts for Assumed Contracts
OBSIDIAN ENT.: Plans to Commence Offer for Net Perceptions
OWENS-ILLINOIS: Launches Strategic Review of Plastics Operations
PAXSON COMMS: S&P Assigns B+ Rating to $365-Mil. Sr. Sec. Notes
P-COM INC: Completes Acquisition of Wave Wireless Networking

PG&E NAT'L: USGen Committee Turns to Loughlin Meghji for Advice  
PHELPS DODGE: Fitch Affirms Ratings & Says Outlook is Positive
POLYONE CORP: Will Padlock Burlington, New Jersey Plant in Feb.
PREMIER FARMS: Case Summary & 20 Largest Unsecured Creditors
PRIME RETAIL: Completes Sale of Company to Lightstone for $625MM

REAL ESTATE SYNTHETIC: S&P Rates 5 Series 2003-D Notes at Low-Bs
RELIANT RESOURCES: Commences Exchange Offer for Sr. Secured Notes
QUADRAMED CORP: Commences Trading on OTCBB Under "QMDC" Symbol
SALOMON BROS: S&P Hacks 1998-AQ1 Class B-3 Notes' Rating to CCC
SCORES HOLDING: Completes Stock Conversion Transactions

SEMCO ENERGY: Declares Quarterly Dividend Payable on February 15
SEQUA CORP: Declares Regular Quarterly Preferred Share Dividend
SIERRA HEALTH: Will Publish Year-End 2003 Results on January 28
SIMMONS: $140M Sr Unsec. Floating Rate Loan Gets S&P's B- Rating  
SLMSOFT: TSX Reviews Co.'s Continued Listing Capability  

SOLA: Market Concerns Prompt S&P to Affirm Speculative Ratings
SOLECTRON: Annual Shareholder Meeting to Convene on January 7
SO. CALIF. EDISON: Appoints Bill Bryan VP, Major Customer Div.
SP NEWSPRINT: Limited Product Diversity Prompts S&P Low-B Ratings
STERLING FINANCIAL: Shareholders Approve Merger with Klamath

STRUCTURED ASSET: S&P Hatchets Ser. 1998-6 Cl. B-3 Rating to CCC
TANGER FACTORY: Prices 2,300,000 Common Share Public Offering
TENET HEALTHCARE: Seeking Buyer for Redding Medical Center
TNP ENTERPRISES: Weaker Business Profile Spurs S&P's Rating Cuts
TRI-UNION: Kelly Hart Serves as Special Litigation Counsel

TYCO INTERNATIONAL: Discloses Regular Quarterly Cash Dividend
UNITED MORTGAGE: S&P Affirms Class B1 Rating at Low-B Level
US AIRWAYS: Stipulation Resolves Canadian Aircraft Finance Claim
VAIL RESORTS: Red Ink Continued to Flow in Q1 of Fiscal 2004
VENTAS: Completes Sale of Underperforming Facilities to Kindred

VINTAGE PETROLEUM: Board of Directors Declares Cash Dividend
WESTPOINT STEVENS: Seeks Nod for 1185 Sixth Ave. Lease Settlement
WYNDHAM: Meets Bank Amendment Requirements to Extend Maturities
YOUNG BROADCASTING: S&P Expects Credit Profile to Remain Weak

* Cadwalader Wickersham Brings-In Nine New Partners

* BOND PRICING: For the week of December 15 - 19, 2003

                          *********

ADVANSTAR COMMS: Names Joseph Loggia as Chief Executive Officer
---------------------------------------------------------------
Advanstar Communications announced that Joseph Loggia will become
its Chief Executive Officer effective January 1, 2004.

Mr. Loggia is currently the President & Chief Operating Officer of
the Company. Robert Krakoff, currently the Chairman & CEO, will
continue as Chairman of the Company.

In his new role, Mr. Loggia will have complete responsibility for
the management and operation of the Company and its affiliates. He
will report directly to the Board of Directors. As Chairman, Mr.
Krakoff will exclusively focus on potential external growth
opportunities for Advanstar through acquisitions, and will
continue to report to the Board of Directors.

Mr. Loggia joined Advanstar in 1998 as part of the acquisition of
MAGIC International. He has continually served as the President of
MAGIC, and became the President & COO of Advanstar in 2001.

Mr. Krakoff has served as Chairman and CEO of Advanstar since his
participation with Hellman & Friedman in the acquisition of the
Company in 1996. He has continued in that role after the sale of
the Company to DLJ Merchant Banking Partners in 2000.

Advanstar Communications Inc. (S&P, B Corporate Credit Rating,
Stable) is a worldwide business information company serving
specialized markets with high quality information resources and
integrated marketing solutions.  Advanstar has 100 business
magazines and directories, 77 tradeshows and conferences, numerous
Web sites, and a wide range of direct marketing, database and
reference products and services. Advanstar serves targeted market
sectors in such industries as art, automotive, beauty,
collaboration/e-learning, CRM/call center, digital media,
entertainment/marketing, fashion & apparel, healthcare,
manufacturing and processing, pharmaceutical, powersports,
science, telecommunications and travel/hospitality.  The Company
has over 1,200 employees and currently operates from multiple
offices in North America, Latin America, Europe and Asia.  For
more information, visit http://www.advanstar.com/


AGRICORE UNITED: 2003 Year-End Net Loss Narrows to $2.4 Million
---------------------------------------------------------------
Agricore United (S&P, BB Long-Term Corporate Credit and Senior
Secured Debt Ratings, Negative Outlook) emerged from two years of
drought and tough market conditions a leaner, stronger, more
efficient company at the end of the 2003 fiscal year.

The company announced a net loss of only $2.4 million or $0.15 per
share for the fiscal year ended October 31, 2003, significantly
smaller than the net loss of $17.5 million or $0.42 per share for
the 12 months ended October 31, 2002.

Earnings before interest, taxes, depreciation and amortization
increased by $25.8 million to $100.5 million for the year as a
result of much improved sales of crop inputs and reductions of
$28.4 million in operating, general and administrative expenses.
Both sales improvement and cost reductions more than offset the
lingering negative impact on grain handling gross profit of
industry-wide declines in grain shipments experienced in the
earlier quarters of 2003 as a result of the 2002 drought.

"For the most part, the drought is now behind us and we've turned
a corner in grain handling," says Brian Hayward, Chief Executive
Officer. "Already in the final quarter of 2003 our grain shipments
have increased by 61 percent over the same quarter last year
thanks to the increased production now available from the 2003
crop and our market share improved to 36 percent." A recent
release by Statistics Canada estimated production of major grains
in Western Canada at about 95 percent of the 10 year average.

Crop input sales and revenue from services are also on the rise,
increasing $167 million to $856 million at the end of October,
2003 compared to $689 million for the previous year. The growth
reflects both a recovery in sales of crop protection products and
increased crop nutrient prices.

"Our commitment to reducing debt continues to be a high priority
into the future," continues Hayward. "In fact, over the two years
since the merger, the Company still managed to contribute free
cash flow of $23 million to debt reduction despite the devastating
effects of two years of back to back droughts on operating
results." The company's total net funded debt at October 31, 2003
was $510 million compared with $648 million one year ago and $771
million at October 31, 2001.

Also contributing to the strong year-end position of Agricore
United was the sale of the Farm Business Communications division
on October 9, 2003 which resulted in an after-tax gain of $11.9
million or $0.26 per share. The gain on sale and the after-tax
earnings from operations of $821,000 contributed earnings from
discontinued operations of $12.7 million or $0.28 per share for
the fiscal year ended October 31, 2003.

Agricore United is one of Canada's leading agri-businesses. The
prairie-based company is diversified into sales of crop inputs and
services, grain merchandising, livestock production services and
financial markets. Agricore United's shares are publicly traded on
the Toronto Stock Exchange under the symbol "AU".

                         FOURTH QUARTER

          REPORT FOR THE TWELVE MONTHS ENDED OCTOBER 31, 2003

Q4 Highlights

- Continued Improvement in Leverage Ratio - The Company's total
  net funded debt at October 31, 2003 (excluding the convertible
  debenture) was $510 million compared to $648 million at
  October 31, 2002. The Company reduced its weighted average
  leverage ratio (net funded debt to capitalization) to 46% for
  the year ended October 31, 2003 from 55% for the preceding 12
  months.

- Improved Liquidity Year-Over-Year - The Company's ratio of
  current assets to current liabilities increased to 1.3 times at
  October 31, 2003 from 0.95 times at October 31, 2002. The
  Company's available uncommitted short-term credit increased
  about $100 million from October 31, 2002 to October 31, 2003.

- Increased Crop Input Sales and Gross Profit - Crop input sales &
  revenue from services increased $167 million to $856 million for
  the fiscal year ended October 31, 2003 compared to $689 million
  for the 12 months ended October 31, 2002 - reflecting both a
  recovery in sales of crop protection products and services and
  increased crop nutrient prices. Gross profit increased $56
  million to $204.5 million for the fiscal year ended October 31,
  2003 yielding an average margin on sales of 25% (compared to 22%
  for the 12 months ended October 31, 2002).

- Grain Handling Turns the Corner - Grain Handling gross profit
  declined $53.7 million for the year ended October 31, 2003 due
  to lower industry-wide grain shipments following the 2002
  drought. However, g4rain shipments for the Company increased 61%
  in the most recent quarter compared to the same quarter last
  year (industry shipments increased 22% in the quarter) due to
  the increased production now available from the 2003 crop.

- Improved EBITDA and EBIT - EBITDA increased $25.8 million to
  $100.5 million for the fiscal year ended October 31, 2003 -
  improvements in sales of crop inputs and further reductions of
  $28.4 million in operating, general and administrative expenses
  more than offsetting the decline in grain handling gross profit
  arising from the 2002 drought.

- Sale of Farm Business Communications Division - The sale of the
  Farm Business Communications division on October 9, 2003
  generated an after-tax gain of $11.9 million or $0.26 per share.
  The gain on sale and the after-tax earnings from discontinued
  operations contributed earnings of $12.7 million or $0.28 per
  share for the fiscal year ended October 31, 2003.

- Improved Earnings and Cash Flow from Operations - although
  negatively impacted by the 2002 drought on 2003 grain shipments
  and profitability, the net loss of $2.4 million (a loss of $0.15
  per share including discontinued operations) for the fiscal year
  ended October 31, 2003 was $15.1 million better than the net
  loss of $17.5 million (loss of $0.42 per share including
  discontinued operations) for the 12 months ended October 31,
  2002. Cash flow provided by operations of $60.3 million (or
  $1.20 per share) for the fiscal year ended October 31, 2003
  increased $38.3 million from $22 million (or $0.47 per share)
  for the same 12 months last year.

                Consolidated Financial Results

Crop Production Services

The sale of crop nutrients, crop protection products and seed
increased $150.4 million (22%) for the fiscal year ended October
31, 2003 compared with the same 12 month period in 2002. Sales of
$88.4 million for the quarter ended October 31, 2003 increased
$41.3 million (88%), largely due to more normal crop nutrient
sales in the fall. Crop nutrient tonnes sold only increased by
about 100,000 tonnes to 1.1 million tonnes for fiscal 2003
compared to the same period in 2002. Therefore, the bulk of the
$113 million increase in crop nutrients sales in 2003 was a result
of underlying price increases related to the higher cost of
natural gas, the primary component in the manufacture of
fertilizer. Crop protection product sales increased $38 million
(15%) for the fiscal year ended October 31, 2003, substantially
recovering the $56 million decline in sales in the prior year
arising from the 2002 drought. A decline in crop protection
product sales in the quarter ended October 31, 2003 - the result
of dry summer conditions which negatively affected late-season
sales - suppressed fiscal 2003 sales by about $10 million compared
to 2001. Seed and other sales declined slightly by $1 million in
2003 compared to the same period in 2002.

Gross profit and revenue from services for fiscal 2003 increased
$56 million (38%) to $204.5 million from the 2002 level of $148.5
million. For the quarter ended October 31, 2003, gross profit and
revenue from services of $90.1 million increased $47.9 million
(113%) over the same quarter last year due to stronger crop
nutrient sales noted above. Average margins on sales were 24.7% in
fiscal 2003, representing an increase of 2.7% from 2002, primarily
as a result of higher margins on crop nutrients and crop
protection products and an increase in agronomic services
provided.

Crop Production Services incurred operating, general and
administrative expenses of $106.9 million for the fiscal year
ended October 31, 2003 compared to $109.6 million during the same
12 month period in 2002. The Company achieved this modest $2.7
million (2.4%) reduction, due to merger savings and general cost
containment, notwithstanding the significant increase in sales
activity that occurred during 2003.

Grain Handling

Industry grain shipments of the major grains as reported by the
Canadian Grain Commission declined by 4.3 million tonnes (17%) to
20.6 million tonnes for the 12 months ended October 31, 2003
compared to 24.9 million tonnes for the same 12 months in 2002
(and 32.3 millon tonnes in 2001) as the impact of the 2002 drought
on grain shipments in 2003 ran its course. Industry shipments for
the most recent quarter ended October 31, 2003 of 7.1 million
tonnes exceeded shipments of 5.8 million tonnes for the quarter
ended October 31, 2002 by 22% and represented about 87% of the
grain shipped in the same quarter in 2000 (prior to the effects of
either the 2001 or 2002 droughts). The improved shipping in the
most recent quarter of 2003 reflects higher Western Canada
production of major grains from the 2003 growing season which is
currently estimated by Statistics Canada to be 45.7 million tonnes
or 95% of the 10 year average from 1992 to 2001 (i.e., excluding
the effects of the devastating 2002 drought).

Consistent with the reduction in industry shipments attributable
to the 2002 drought, Agricore United's grain shipments declined by
1.4 million tonnes (16%) to 7.4 million tonnes for the fiscal year
ended October 31, 2003 compared to 8.8 million tonnes for the same
period in 2002. Company shipments for the quarter ended
October 31, 2003 of 2.8 million tonnes exceeded shipments of 1.7
million tonnes for the same quarter last year by 61% and
represented 96% of the pro forma(2) level achieved in the quarter
ended October 31, 2000. Accordingly, the ratio of the Company's
shipments to industry shipments for the quarter ended October 31,
2003 was 39% (2002 - 30%) and for the 2003 fiscal year was 36%
(2002 - 35%).

The Company handled 3.7 million tonnes of grain at its port
terminals for the fiscal year ended October 31, 2003 - a reduction
of 1.2 million tonnes (24%) from 4.9 million tonnes handled for
the same 12-month period in 2002. The Company handled 1.6 million
tonnes for the quarter ended October 31, 2003, an increase of
889,000 tonnes over the 714,000 tonnes handled in the same quarter
in 2002. The decline in port terminal handling was more
significant earlier in the current fiscal year due to lower
shipping arising from the 2002 drought as well as the closure of
all Vancouver port grain terminal operations from August 26 to
December 16, 2002 - the result of a labour dispute. Consequently,
about 50% of the Company's grain shipments were handled through
its port terminal operations in 2003 compared to 56% in 2002.

Grain Handling and Merchandising gross profit and revenue from
services of $155 million for the fiscal year ended October 31,
2003 declined by $53.7 million (26%) from $208.7 million for the
12 months ended October 31, 2002. The average margin of $20.91 per
tonne for the fiscal year ended October 31, 2003 declined by $2.81
per tonne (12%) from $23.72 per tonne for the same period last
year. The decline in the margin per tonne reflects:

- a reduced proportion of the grain shipped through the Company's
  port terminals in 2003 compared to 2002, resulting in a loss of
  terminal handling revenue;

- reduced margins on tendered Canadian Wheat Board ("CWB") grain
  in fiscal 2003;

- competitive pressures to handle a dramatically reduced supply of
  grain following the 2002 drought; and

- more recently, an increase in vessel freight costs due to
  increased world-wide competition for a limited supply of ocean-
  going vessels.

Grain Handling and Merchandising OG&A expenses for fiscal 2003 of
$136.4 million were reduced by $8.7 million (6%) from the $145.1
million incurred during the same period in 2002 - despite a
significant increase in these expenses (of $7.4 million) in the
quarter ended October 31, 2003, the result of much higher
throughput this year and the effect of the Vancouver terminal
labour dispute last year (from August to December 2002).
Nevertheless, OG&A expenses do not vary in direct proportion to
the volume of grain handled due to the relatively high fixed cost
nature of the grain handling system.

As a result of the lower volume of grain handled and therefore
gross profit, EBITDA declined by $45 million to $18.6 million for
fiscal 2003 compared with $63.6 million for the 12 months ended
October 31, 2002. Depreciation and amortization of $35.7 million
in fiscal 2003 declined by $1.5 million from $37.2 million in
2002. Accordingly, Grain Handling and Merchandising generated an
EBIT loss of $17.1 million for fiscal 2003 compared to EBIT of
$26.4 million for the same period in 2002.

Livestock Services

Manufactured feed sales of 816,000 tonnes for the fiscal year
ended October 31, 2003 declined by 99,000 tonnes from 915,000
tonnes for the same 12 month period last year - the decline began
early in the fiscal year with the liquidation of beef cattle on
feed as a result of the 2002 drought. The discovery of a single
case of bovine spongiform encephalopathy in Alberta resulted in
temporary import bans on Canadian ruminants and ruminant products
by the United States and other countries beginning May 20, 2003.
While these trade bans did not immediately impact the Company's
feed operations, the slow pace at which these bans have been
lifted by the United States and Mexico (beginning August 8, 2003),
and by other countries more recently, has contributed to a slow
recovery of the livestock industry in Western Canada which in turn
has continued to suppress the recovery of the Company's feed
sales. The trade bans also impacted on the Company's feed exports
which represented about 3% of total manufactured tonnes.

Despite the decline in feed tonnes sold, Livestock Services gross
profit and revenue from services of $40.4 million for the fiscal
year ended October 31, 2003 declined by only $1.1 million from
$41.5 million in 2002. Average feed margins increased to $45.94
per tonne for fiscal 2003 from $44.37 per tonne for the 12 months
ended October 31, 2002. Feed prices tend to fluctuate in response
to input prices and accordingly, the profitability of feed
manufacturing tends to be more closely correlated to manufactured
tonnes sold rather than sales values.

Swine sales increased by $13.2 million to $44.8 million in fiscal
2003 from $31.6 million for the same period in 2002. Gross profit
on swine sales improved $1.2 million for fiscal 2003. Other
revenues increased modestly by $738,000 compared to the same
period last year, largely due to improved performance by the
Company's investment in The Puratone Corporation, the second
largest hog producer in Manitoba.

The Company reduced its Livestock Services OG&A expenses by
$400,000 in 2003 compared to 2002. Consequently, EBITDA declined
$700,000 to $9.7 million in 2003 from $10.4 million in 2002 and
EBIT declined by a similar amount, all of the reduction occurring
in the fourth quarter.

             Financial Markets & Other Investments

As a result of the expansion of AU Financial in February 2002,
revenue increased $2.5 million in fiscal 2003 compared to the 12
months ended October 31, 2002. This improvement was supplemented
by a $400,000 increase in other equity investments and revenue
from services but offset by a reduction of $6.7 million in gross
profit following the Company's divestiture of its investment in
CanAmera Foods in May 2002. Accordingly, gross profit and revenue
from services declined $3.8 million for the year ended October 31,
2003 compared to last year.

The disposition of CanAmera Foods also eliminated $3 million in
OG&A expenses, limiting the reduction in EBITDA for Financial
Markets and Other Investments to $843,000, and reduced
depreciation and amortization by $2.1 million. As a result, EBIT
increased for the segment by $1.2 million to $9 million for the
year ended October 31, 2003.

                      Corporate Expenses

Corporate OG&A expenses were reduced by $13.6 million or 28% from
$47.9 million in 2002 to $34.3 million for the 12 months ended
October 31, 2003. Expense reductions are attributable to lower
management information system costs (arising from the
consolidation of two technology platforms in August 2002) and
lower property related costs. Fewer equivalent full-time staff and
related payroll costs accounted for $3.5 million or 25% of the
total reductions in OG&A expenses.

              Synergies, Rationalization Savings
                  & General Cost Containment

The Company's prospectus dated December 11, 2001 projected
sustainable annual cost savings arising from the Merger of $47
million by July 31, 2004 relative to pro forma expenses for the
pre-Merger period. In its 2002 annual report, the Company reported
a decline in OG&A expenses of $67.2 million and total cash expense
reductions (including interest expense) of $75.7 million for the
first 12 months following the Merger to October 31, 2002. After
depreciation and amortization, total costs declined $92.3 million
during that period.

The annualized effect of these cost reductions arising from Merger
synergies, rationalization savings and ongoing cost containment
for the year ended October 31, 2003 was $95.6 million in OG&A
expenses, $100.2 million including interest and securitization
expenses and $119.4 million in total costs (including depreciation
and amortization).

As at October 31, 2003, the Company employed the equivalent of
2,743 full-time staff, a reduction equivalent to 254 full-time
staff (8%) since October 31, 2002 and 864 staff (24%) since the
Merger. Approximately $42 million of the $96 million reduction in
OG&A expenses is attributable to reductions in payroll and related
costs.

    Gross Profit & Net Revenue from Services, EBITDA and EBIT

Gross profit and net revenue from services declined modestly ($2.7
million) to $408.8 million for the fiscal year ended October 31,
2003 from $411.5 million for the 12 months ended October 31, 2002.
Increased gross profit on higher sales of crop inputs more than
offset lower gross profit from a 1.4 million tonne decline in
grain shipments arising from industry-wide reductions in grain
shipping following the 2002 drought. The remaining decline in
gross profit in fiscal 2003 as compared to 2002 was entirely
attributable to the disposition of the Company's interest in
CanAmera Foods effective May 31, 2002.

OG&A expenses, excluding depreciation and amortization, were
reduced by $28.4 million or 8% for the fiscal year ended October
31, 2003 over the same 12 month period in 2002, largely due to
reduced Grain Handling and Corporate expenses.

Depreciation and amortization of $72.6 million for the year ended
October 31, 2003 was $2.6 million or 3% lower than the equivalent
period last year. Lower depreciation associated with ongoing
decommissioning of the Company's elevator network was partially
offset by increased amortization of deferred financing costs
incurred as a result of debt restructuring completed in fiscal
2003.

EBIT increased $28.3 million to $27.9 million for the fiscal year
ended October 31, 2003 from a loss of $377,000 for the same 12
month period last year - entirely the result of the reduction in
OG&A expenses, depreciation and amortization.

                   Gain on Disposal of Assets

The gain on disposal of assets of $1.5 million for the year ended
October 31, 2003 was comprised largely of an excess of insurance
proceeds over the net book value of a country grain elevator
destroyed by fire. The gain on disposal of assets of $17.2 million
in 2002 included $2.8 million from the sale of the Company's
Unipork Genetics business and a subsidiary's gain on the disposal
of surplus land.

                        Interest Expense

Interest and securitization expenses of $48.4 million for the
fiscal year ended October 31, 2003 increased $3.8 million (9%)
from $44.6 million in 2002 and consisted of $38.9 million in
interest on long-term debt (including $3.5 million on the
convertible debentures), $11(million on short-term debt and $2.5
million in securitization expenses, offset by $4 million in
carrying charges recovered from the CWB in respect of grain
purchased on its behalf.

Average short-term indebtedness of $172 million during fiscal 2003
was $171 million lower than in 2002, contributing to a $2.6
million reduction in short-term interest costs, offset by an
increase of 54 basis points in the average prime rate to 4.69% for
2003 from 4.15% in 2002 and associated higher borrowing costs.

Interest on long-term debt for 2003 increased $6.8 million over
2002 costs of $32.1 million - the increase due to issuing $109
million in long-term debt in December 2002 as part of the
Company's debt restructuring, as well as the debt portion of the
$105 million in 9% convertible unsecured subordinated debentures
issued in November 2002.

                    Discontinued Operations

On October 9, 2003, the Company announced that it had completed
the previously announced sale of its Farm Business Communications
division's assets and liabilities effective September 30, 2003.
The purchaser acquired the division's publications from Agricore
United for $14.4 million in cash and assumed approximately $1.6
million of net liabilities, primarily prepaid subscriptions. The
purchaser paid $12.2 million of the cash purchase price at closing
and will pay the remaining $2.2 million in equal instalments over
three years. The gain on the sale of the Farm Business
Communications division, net of closing costs, was $15 million
before tax and $11.9 million after tax (or $0.26 per share).

Agricore United separately contracted to purchase advertising
services from the purchaser at a level consistent with advertising
placed by the Company with its division in the past.

Farm Business Communication earnings, net of taxes, of $821,000
for the year ended October 31, 2003 declined by $133,000 compared
to net earnings of $954,000 reported for the 15 months ended
October 31, 2002.

                        Income Taxes

The Company's effective tax rate on losses from continuing
operations before income taxes and unusual items was 20.5% for the
fiscal year ended October 31, 2003. The Company accrued an income
tax recovery of only $3.9 million for the fiscal year ended
October 31, 2003, notwithstanding the pre-tax loss of $19 million,
due to the differential tax rates of certain taxable wholly-owned
and partially-owned subsidiaries and the effect of the federal
Large Corporation Capital Tax (which levies a flat rate on capital
employed at the end of the year).

                   Net Loss for the Period

The net loss of $2.4 million for the year ended October 31, 2003,
or a loss of $0.15 per share, was $15.1(million better than the
loss of $17.5 million or $0.42 per share for the same 12-month
period ended October 31, 2002. Per share calculations deduct from
the net loss the effect of the preferred share dividend of $1.1
million (2002 - $1.1 million) and after-tax interest of $3.4
million (2002 - $nil) on the equity component of convertible
debentures. Excluding discontinued operations, the net loss for
the year ended October 31, 2003 was $15.1 million or a loss of
$0.43 per share.

              Liquidity and Capital Resources

Short-term Debt

The Company had Bank and Other Loans of $175.9 million outstanding
at October 31, 2003 compared with $388.7 million outstanding at
October 31, 2002. The year-over-year decrease in short-term
borrowings of $212.8 million reflects the issue of $214 million in
additional long-term debt and unsecured convertible debentures,
cash flow from operations ($60.3 million), reduced non-cash
working capital ($13.8 million), and proceeds from the sale of the
Farm Business Communications division ($12.2 million), offset by
an increase in cash on deposit of $14.8 million, net capital
expenditures and investments of $32 million, scheduled debt
repayments of $18.2 million, interest paid on convertible
debentures of $4.8 million, dividends paid of $4.7 million,
financing costs of $10.4 million and a decrease in other long-term
liabilities of $2.9 million.

The Company had $95 million in outstanding letters of credit at
October 31, 2003 (an increase of $58 million over 2002) in support
of the security requirements of the Canadian Grain Commission,
Winnipeg Commodity Exchange and the Company's grain volume
insurance program. Accordingly, the Company's available
uncommitted short-term revolving credit facility at October 31,
2003 was $105 million compared with an uncommitted facility of $8
million at the same point last year.

Securitization Agreement

Under a securitization agreement with an independent trust, the
Company can sell up to $175 million of an undivided co-ownership
interest in its right to receive reimbursements of amounts
advanced to producers arising from the delivery of grains that are
held in accordance with a grain handling contract between the
Company and the CWB. On November 5, 2003, the Company transferred
its securitization program to a new trust. Apart from the
elimination of the $175 million limit and the substitution of a 60
day notice period to cancel the agreement, the new trust operates
under similar terms and conditions.

Cash Flow Provided by Operations

Cash flow provided by operations of $60.3 million (or $1.20 per
share) for the fiscal year ended October 31, 2003 increased $38.3
million from $22 million (or $0.47 per share) for the 12 months
ended October 31, 2002. EBITDA less unusual items increased $30
million for the year ended October 31, 2003 compared to 2002 and
current tax recoveries increased $12.7 million, partially offset
by increased non-cash earnings from equity investments and non-
cash post-employment benefit recoveries.

The Company generated $40.5 million of cash flow from operations
in excess of capital expenditures and investments (net of proceeds
from sale and divestiture) of $19.8 million.

Working Capital

The Company's current ratio at October 31, 2003 increased to 1.3
to 1 from 0.96 to 1 at October 31, 2002 - a significant
improvement in liquidity. Working capital of $176.8 million at
October 31, 2003 was $214.3 million higher than the working
capital level at October 31, 2002. Bank and other loans and the
current portion of long-term debt were reduced by $216.6 million,
primarily as a result of the debt restructuring in December 2002
and the issue of $105 million in convertible debentures in
November 2002. Dividends payable decreased by $2.3 million,
largely due to the Company declaring a $0.03 per share quarterly
dividend in the last quarter of 2003 compared to a $0.075 annual
dividend declared in the last quarter of fiscal 2002.

Non-cash working capital decreased by $13.8 million from October
31, 2002 to October 31, 2003. Accounts receivable & prepaid
expenses increased by $35.6 million as at October 31, 2003,
largely due to increased receivables in the Company's joint
venture Western Co-operative Fertilizers Limited and rebates due
from suppliers on increased sales of crop protection products. The
$9.7 million reduction in inventories includes a $21.9 million
reduction in chemical inventories (due to the prior year carry-out
inventory being unusually high following the 2002 drought), a
modest reduction in Non-Board grain inventories ($3.8 million or
1.7%) and reductions in feed inventory of $1.2 million associated
with lower feed sales activity, partially offset by an increase in
crop nutrient inventories of $15.8 million (due to underlying
increases in the value of such products over the past year). Trade
payables and accrued liabilities increased by $39.7 million,
primarily reflecting increased fertilizer purchases during the
fall season.

Capital Expenditures, Acquisitions and Divestitures

Capital expenditures for the year ended October 31, 2003 of $29.2
million were funded entirely by cash flow provided by operations
and were $1.2 million lower than the same 12 month period in 2002.
Individually large capital expenditures in the current year
include $8.8 million related to the construction of a replacement
feedmill in Edmonton, Alberta (expected to be commissioned in
February 2004), $5.6 million for the replacement of an air
filtration system at one of the Thunder Bay port terminals, $1.6
million for the construction of additional grain storage at
strategic locations with the balance representing sustaining
capital expenditures.

Effective July 1, 2003, the Company agreed to realign its equity
interest with Westco's other joint venturer based on each party's
historically contributed and retained capital with Westco.
Accordingly, the resulting realignment of the Company's
proportionate share of Westco's assets and liabilities included an
$8.2 million reduction in the Company's entitlement to
undistributed cash of Westco as at July 1, 2003.

Effective September 30, 2003, the Company divested of its Farm
Business Communications division for $16 million. The purchaser
made an initial cash payment of $12.2 million on closing, assumed
$1.6 million of current liabilities in excess of current assets in
partial settlement of the purchase price and provided the Company
with a promissory note for a further $2.2 million payable in equal
annual installments over three years.

Pension Plan Surplus

On July 1, 2003, employees who were actively participating in one
of the Company's remaining defined benefit pension plans became
members of the Company's defined contribution pension plan.
Unionized terminal employees continue to participate in their
respective defined benefit plans. At October 31, 2003, the market
value of the aggregate plan assets of the Company's various
defined benefit pension plans exceeded the aggregate accrued
benefit obligation. The Company reported a deferred pension asset
of $17.3 million in Other Assets at October 31, 2003. The Company
made $2.5 million in cash contributions to the defined benefit
plan and $2 million in cash contributions to the defined
contribution and multi-employer plans for the year ended
October 31, 2003 (compared to a pension of expense of $4.7 million
reflected in the financial statements).

Leverage

The Company's total funded debt (excluding the convertible
debentures), net of cash, declined to $510 million at October 31,
2003 from $658 million at October 31, 2002 and $771 million at the
Merger.

The Company's leverage ratio (net funded debt to capitalization)
fluctuates materially from month-to-month due to underlying
seasonal variations in working capital, reflecting purchases of
grain in the fall and crop inputs inventory through the winter and
early spring, all of which cannot be financed entirely with trade
credit. Measured on a weighted average trailing twelve month
basis, the Company's leverage ratio for the year ended October 31,
2003 was 46%, an improvement over the 48% leverage ratio to the
previous quarter ended July 31, 2003, the 55% leverage ratio to
October 31, 2002 and (on a pro forma basis) the 58% leverage ratio
for the trailing twelve months ended October 31, 2001 (immediately
preceding the Merger). The Company's ratio of total net debt to
net tangible assets at October 31, 2003 was 49% (2002 - 59%).

Market Capitalization

The market capitalization of the Company's 45,309,932 issued and
outstanding limited voting common shares (61,018,124 common shares
including convertible securities) was $387.4 million at December
8, 2003 or $8.55 per share compared with the Company's book value
of $10.76 per share ($10.01 per share fully diluted) at
October 31, 2003.

                          Outlook

Average precipitation across the prairies has been well
distributed over the period from September 1, 2003 to December 3,
2003. Precipitation levels, measured against the historical
distribution, have averaged between the 40th and 80th percentiles
for most of the arable land in the region, with largely eastern
Saskatchewan and the Peace region experiencing precipitation
levels below the 40th percentile. These initial precipitation
levels, while not definitive, support preliminary expectations for
a normal growing season in 2004. However, normal crop production
levels and the sale of crop production inputs in 2004 remain
dependent on adequate moisture levels over the balance of the
winter and, in particular, the spring. The 2004 growing season
will impact the Company's Crop Production Services segment in
fiscal 2004. However, 2004 production levels will predominantly
impact the Company's grain shipments in fiscal 2005.

The livestock industry's prospects, while improving, continue to
languish as a result of the protracted relaxation of export bans
declared by many countries on May 20, 2003 following the discovery
of a single case of bovine spongiform encephalopathy ("BSE") in
Alberta. The broader effect on overall farm incomes and any
subsequent impact on producer purchasing power still remains
uncertain. However, financial support programs offered by the
federal and provincial governments, particularly in Alberta, have
provided some relief in the form of direct cash payments to
livestock producers.

As anticipated at the end of the Company's 3rd quarter, feed sales
softened further during the 4th quarter ended October 31, 2003.
However, the onset of colder months and increased production
throughput at processing plants is still expected to lead to an
expansion of beef cattle on feed. The two-year delay in country of
origin labeling in the United States may also improve livestock
producers' access to that market in the coming months. The
manufacture of feed for beef cattle represents less than 20% of
the Company's total feed business and therefore the recent
downturn in this segment of the feed business has not had, nor is
it expected to have, a significant impact on the Company's
financial results. The Company has an investment in The Puratone
Corporation, the 2nd largest hog producer in Manitoba, provides
some marketing services to swine producers and brokers hogs to
various stages of the finishing process.

Average grain production in Western Canada for the 10 years ended
July 31, 2001 (including the effects of the 2001 drought but
excluding the effects of the unprecedented 2002 drought) was 48
million tonnes with an average of about 32 million tonnes exported
per year (67% of average production). On December 5, 2003,
Statistics Canada released 2003 production estimates for Western
Canada of about 45.7 million tonnes (95% of average production)
compared with its original production estimates of 42 million
tonnes released on August 22, 2003. Manitoba and Alberta
production estimates represent about 115% and 96% of their
respective 10 year average production. Statistics Canada 2003
production estimates for Saskatchewan represent about 88% of that
province's 10 year average. The Company's network of grain
elevators, while geographically dispersed across the prairies, is
more concentrated in Alberta and Manitoba. Consistent with the
experience of the most recent quarter ended October 31, 2003,
significantly increased grain production from 2003 should result
in a similar increase in tonnes available for shipping by the
industry and the Company for the crop year ending July 31, 2004 -
a significant portion of the Company's 2004 fiscal period. In
addition, in the world markets, wheat supplies remain tight and
demand for oilseeds, particularly in China, continue to be strong
- both factors supportive of stronger grain movement in fiscal
2004.


ALLIANCE GAMING: Miodunski and Robbins Re-Elected to Co.'s Board
----------------------------------------------------------------
Alliance Gaming Corp. (NYSE: AGI) announced at its annual
shareholders meeting Thursday last week its shareholders re-
elected Robert Miodunski and David Robbins to the Company's
Board of Directors, each for a three-year term, approved an
amendment to the Company's 2001 Long Term Incentive Plan covering
an additional 3,500,000 shares and ratified the selection of
Deloitte & Touche LLP as the Company's independent public
accountants for fiscal year 2004.

Additionally, the board of directors promoted Robert L. Saxton to
the position of Executive Vice President, in addition to his
positions of Treasurer and Chief Financial Officer.

Alliance Gaming (S&P, BB- Senior Secured Credit Facility Rating)
is a diversified gaming company with headquarters in Las Vegas.
The Company is engaged in the design, manufacture, operation and
distribution of advanced gaming devices and systems worldwide, and
is the nation's largest gaming machine route operator and operates
two casinos. Additional information about the Company can be found
at http://www.alliancegaming.com/


AMERICAN EXPORTERS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: American Exporters of Rice, Inc.
        POB 218
        Kaplan, Louisiana 70548
        dba Liberty Rice Mill

Bankruptcy Case No.: 03-52894

Type of Business: Rice Milling

Chapter 11 Petition Date: December 10, 2003

Court: Western District of Louisiana (Opelousas)

Judge: Gerald H. Schiff

Debtor's Counsel: John H. Weinstein, Esq.
                  Thomas E. St. Germain, Esq.
                  P.O. Box 8
                  Opelousas, LA 70571
                  Tel: 337-948-4700
                  
Total Assets: $ 1,015,447

Total Debts:  $ 1,478,177

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bidco North Louisiana, LLC    200 West Mill Street,     $950,000
c/o James R. Garner           Kaplan,                  ($750,000
130 De Siard Street, Suite    Louisiana--Mill          secured.)
411 Monroe, LA 71201          Facility

Leo Buk Lhu                   Personal Loan             $131,184

Internal Revenue Service      Form 941                  $110,549

Southwest Commodities         725 West First            $105,765
Storage                       Street, Crowley, LA      
                              --warehouse building
                              ($40,000 secured)

Imperial Premium Finance,     Liability Insurance        $36,825
Inc.

Jordan                        Personal Loan (Sales       $35,000
                              Advance)

USDA, GIPSA                   Grading Services           $20,356

Jose Castillejo               Personal Loan              $14,950

Raywood J. LeMaire            Property Taxes,             $9,477
                              Vermillion Parish

Barry Heinen                  Professional Services       $8,790

Broadhurst, Hamilton & Co.    Professional Services       $7,120
                              (Accounting)

Kaplan Utilities              Utilities                   $4,519

Carlos Villareal              Personal Loan (Sales        $3,909
                              Advice)

State of Louisiana            Form L-1                    $3,065

Nextel Partners, Inc.                                     $2,380

Gerardo Ortiz                 Personal Loan               $2,150

Internal Revenue Service      Form 940                    $1,994

Kaplan Telephone Company                                  $1,140

City of Kaplan                                              $997

Ed Guidry Electric, Inc.                                    $915


AMES: Wants Vendor Action Service Period Extended to March 10
-------------------------------------------------------------
Barry S. Gold, Esq., at Weil, Gotshal & Manges LLP, in New York,
informs the Court that the Ames Department Stores Debtors have
filed more than 2,000 preference complaints seeking over
$380,000,000.  Among those complaints is a subset of 265
complaints seeking $50,000,000 in recoveries, which, deliberately,
have not yet been served.  In those Factored Vendor Preference
Actions, the defendant was a vendor or provider of services to the
Debtors but the alleged preferential payments were made to a
commercial factor and not directly to the defendant.  The Factored
Vendor Preference Action complaints were filed between August 7
and August 20, 2001 and the 120-day service period set forth in
Rule 7004(m) of the Federal Rules of Bankruptcy Procedure expires
with respect to those complaints between December 5 and
December 18, 2003.

Mr. Gold explains that the payments specified and sought to be
recovered in the Factored Vendor Preference Actions are also the
subject of separate adversary proceedings the Debtors timely
commenced against the commercial factors.  The Debtors are aware
that they cannot collect twice with respect to the same payment
and, have no intention of doing so.  However, because they have
not yet concluded whether a cause of action also exists and
should be prosecuted against the Factored Vendor, the Debtors
were compelled to file complaints against both the factors and
the Factored Vendors.

According to Mr. Gold, whether the preference claim is properly
asserted against the Factored Vendor depends on a number of
considerations including, among others, the contractual
arrangement between the factor and the Factored Vendor and
whether the factor simply collected the payment from Ames and
passed it through to the Factored Vendor.  Mr. Gold notes that
the Debtors have worked diligently since filing the complaints to
ascertain the information and, to that end:

   -- obtained an order pursuant to Bankruptcy Rule 2004
      requiring the factors to produce documents;

   -- reviewed documents that were produced; and

   -- entered into discussions with certain of the factors.

Nevertheless, the Debtors are still not in a position to say with
certainty whether causes of action exist and should be prosecuted
against the Factored Vendors.  Certain factors did not fully
comply with the Rule 2004 Order and documents are now being
sought as part of the discovery process in the adversary
proceedings pending against the factors, Mr. Gold says.

Thus, the Debtors ask the Court to extend the 120-day service
period under Bankruptcy Rule 7004(m) to and including March 10,
2004 with respect to the Factored Vendor Preference Actions.

Mr. Gold contends that the requested extension of time for
service in the Factored Vendor Preference Actions will
substantially aid in the efficient administration of the Actions.
Moreover, the additional 120 days should give the Debtors time to
determine whether a cause of action exists against each Factored
Vendor without being compelled to serve and commence prosecuting
265 new actions.

Mr. Gold believes that the benefits to the Court, the Debtors and
the Factored Vendors themselves are apparent:

   (1) The Court will not be burdened with administering 265
       additional adversary proceedings;

   (2) The Debtors will not be burdened with spending time in
       serving 265 complaints and prosecuting 265 additional
       actions, which time could be much better spent
       prosecuting the 1,750 preference actions where service
       has already been effected; and

   (3) The Factored Vendors will not be burdened retaining
       counsel and incurring legal fees to respond to complaints
       that may ultimately not be pursued, but which were served
       only to comply with Bankruptcy Rule 7004(m).

                          *   *   *

Judge Gerber will convene a hearing on February 3, 2004 to
consider the Debtors' request.  Accordingly, the Court extends
the Factored Vendor Preference Action Service Period until the
conclusion of that hearing. (AMES Bankruptcy News, Issue No. 47;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ARMSTRONG HLDGS: Expands Scope of Hewitt's Retention as Actuary
---------------------------------------------------------------
Armstrong World Industries Inc. sought and obtained the Court's
authority to employ Hewitt Associates LLC as actuarial consultant,
effective as of August 2003.

Walter T. Gangl, AWI's in-house counsel for corporate and
intellectual property, relates that Hewitt has been working for
AWI as an actuarial consultant since 1991, and has previously been
considered an "ordinary course" professional.  However, AWI has
expanded Hewitt's employment to allow it to provide bankruptcy-
related actuarial consulting services.  Hewitt's non-bankruptcy
actuarial consulting services primarily have related to
consultation concerning pension services and retiree medical plan
services.  Hewitt will continue to provide those services.

Hewitt's expanded services will include:

       (1) emergence valuation of AWI's retirement, post-
           retirement, and post-employment plans for
           disclosure in AWI's post-confirmation financial
           statements;

       (2) selection of the appropriate assumptions and methods
           for this valuation;

       (3) collection and verification of data for this
           emergence valuation;

       (4) assistance with the consolidation of accounting
           results from AWI's international locations for
           bankruptcy emergence; and

       (5) assistance in determining the "fresh start"
           accounting entries for bankruptcy emergence.

Mr. Gangl opines that Hewitt's services "are necessary to enable
AWI to execute its duties faithfully" and specifically, to
accurately project pension and retiree medical and disability
plans costs.

Since the Petition Date, Hewitt has been paid $736,543 as
compensation and for reimbursement of expenses. Hewitt will
continue to be paid as an ordinary-course professional for its
regular consulting services.

Hewitt historically has presented AWI with "limited billing
support" for the ordinary-course consulting services.  Mr. Gangl
explains that it is not the general practice of actuarial
consulting firms to keep detailed time records similar to those
customarily kept by attorneys.  Hewitt's compensation for the
expanded actuarial services will be based on a fixed fee of
$162,650, with expenses capped at $15,000.  This fixed fee is
calculated by multiplying AWI's and Hewitt's estimate that 542.5
hours of actuarial consulting work need to be performed at an
average hourly billing rate of $300 per hour.

The current hourly billing rates for the specific Hewitt personnel
expected to provide the actuarial services are:

                  Reviewing Actuary        $450 - 600
                  Lead Actuary              350 - 450
                  Medical Claims Actuary    250 - 350
                  Valuation Actuary         250 - 350
                  Actuarial Student         125 - 175
                  Data Analyst              125 - 200
                  Administrative Asst.      100 - 175

Mr. Gangl explains that Hewitt is not subject to any of the
restrictions or disclosures normally necessary "because no
professional employed by Hewitt is related to or connected to any
judge of this Court or the U.S. Trustee or any employee thereof."

While he can find no present associations with parties interested
in these estates other than the firm's long-term employment by
AWI, C. Lawrence Connolly, III, Secretary with Hewitt in
Lincolnshire, Illinois, admits that members of Hewitt appear in
numerous cases that involve many different professionals who may
represent claimants and parties-in-interest in the Debtors' cases,
and have performed consulting services for various attorneys and
law firms, and been represented by attorneys and law firms, who
may be involved in these proceedings.  If information requiring
disclosure appears, the Application will be amended to reflect it.
(Armstrong Bankruptcy News, Issue No. 53; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


ATLANTIC COAST: Record Date for Mesa Consent Solicitation Set
-------------------------------------------------------------
Atlantic Coast Airlines Holdings, Inc. (Nasdaq: ACAI) announced
that in response to a written request from Mesa Air Group, Inc.
(Nasdaq: MESA), its Board of Directors has set a record date of
December 12, 2003 in connection with Mesa's consent solicitation.  
Only stockholders of record as of the close of business on that
date will be entitled to execute, withhold or revoke consents.

ACA has filed materials with the Securities and Exchange
Commission in opposition to Mesa's consent solicitation.

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

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

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


AURORA FOODS: Summary & Overview of Prepackaged Chapter 11 Plan
---------------------------------------------------------------
Aurora Foods, Inc., is highly leveraged, with $1.08 billion of
aggregate principal indebtedness for borrowed money.  Aurora's
balance sheet says that the company's insolvent.  As of the
Petition Date, the principal obligations for funded debt on the
Company's balance sheet are:

   (1) obligations outstanding under the Company's Prepetition
       Credit Agreement, which are secured by substantially all
       the Company's assets, and aggregate approximately $656
       million, consisting of approximately:

       (a) $89 million under a Tranche A term loan,

       (b) $400 million under a Tranche B term loan, plus
           accrued and unpaid interest, and

       (c) $167 million under a revolving credit facility;

   (2) the aggregate amount of approximately $8 million on
       account of Aurora's reimbursement obligations with
       respect to letters of credit, which remain outstanding;

   (3) obligations outstanding under the Company's Prepetition
       Senior Unsecured Notes, in the approximate amount of $29
       million (including principal and accrued interest); and

   (4) obligations outstanding under the Company's Sub Debt,
       consisting of:

       (a) $100 million in principal amount of 9-7/8% Senior
           Subordinated Notes due 2007,

       (b) $100 million in principal amount of 9-7/8% Series C
           Senior Subordinated Notes due 2007, and

       (c) $200 million in principal amount of 8-3/4% Senior
           Subordinated Notes due 2008;

       all of which are unsecured and which total approximately
       $433 million (including principal and accrued interest
       through the Petition Date).

The Company also has outstanding obligations to various
suppliers, vendors, and service providers.

                        Plan Negotiations

In July 2003, the Company announced that it was undertaking the
Restructuring.  As part of the Restructuring, the Company entered
into a stock purchase agreement whereby J.W. Childs Equity
Partners III, L.P. would make an investment of $200 million in
exchange for 65.6% of the equity in the Company, which
transaction would be effected through a pre-negotiated Chapter 11
reorganization case to commence during the second half of 2003.
After entering into the stock purchase agreement with J.W.
Childs, JWC engaged in discussions with J.P. Morgan Partners and
CDM Investor Group LLC, which, in turn, were engaged in
negotiations for the acquisition of Pinnacle from Hicks, Muse,
Tate & Furst Inc.  At the same time, the Company engaged in
negotiations with the Prepetition Lenders and the Sub Debt Claims
regarding the terms of the Restructuring.   

On August 8, 2003, Pinnacle entered into an agreement and plan of
merger with Crunch Holding Corp. and Crunch Acquisition Corp., a
wholly-owned subsidiary of Crunch Holding, providing for the
merger of Crunch Acquisition with and into Pinnacle, Pinnacle
becoming a wholly-owned subsidiary of Crunch Equity Holding, LLC,
a limited liability company owned by certain New Equity Investors
and certain of their respective affiliates.  The funds required
to finance the Pinnacle Transaction consisted of:

      (i) $150 million of senior subordinated notes,

     (ii) a $170 million term loan, and

    (iii) $181.1 million equity investment in CEH LLC, of which
          $180.3 million was provided in cash by JPMP and CDM.

The Pinnacle Transaction closed on November 25, 2003.

At various times from July through September 2003, the Company,
JPMP, JWC, the Prepetition Lenders and the Sub Debt Claims had
discussions and negotiations with respect to the Original
Stock Purchase Agreement and the possibility of combining
Pinnacle and Aurora.  In September 2003, JPMP and JWC -- the New
Equity Investors -- entered into a transaction agreement pursuant
to which they agreed to jointly invest in both Pinnacle and
Aurora, subject to reaching a definitive agreement with the
Aurora.  Thereafter, the Company undertook discussions with the
New Equity Investors, CDM and the Noteholders' Committee in an
attempt to negotiate the terms of an amended transaction
providing for the restructuring of Aurora and the merger of
Pinnacle and Aurora in connection with a consensual plan.

On October 14, 2003, the Company announced that it had revised
its previously announced financial restructuring and had entered
into a letter of intent, dated October 13, 2003, with the New
Equity Investors, CDM, and the Noteholders' Committee, under
which the Company's previous agreement with JWC would be amended
to provide for a comprehensive restructuring transaction in which
the Company would be combined with Pinnacle.  The LOI, among
other things, contemplated:

      (i) a joint investment of $83.75 million by the New Equity
          Investors in exchange for 25.7% of the New Common Stock
          of the Reorganized Company; and

     (ii) an investment of $1.25 million by CDM in exchange for
          5.2% of the New Common Stock of the Reorganized
          Company.

Under the terms of the LOI, the transaction would take place
pursuant to a pre-negotiated reorganization plan of the Debtors
under Chapter 11 of the Bankruptcy Code.

                       The Merger Agreement

On November 25, 2003, the Company entered into the Merger
Agreement with CEH LLC.  CEH LLC was formed by JPMP, JWC and CDM
for the purposes of making their investments in Pinnacle.  The
Merger Agreement contemplates the Restructuring pursuant to a
Chapter 11 Plan providing that:

     (A) Aurora's Prepetition Lenders will be paid in full in
         Cash in respect of principal and interest under the
         Prepetition Credit Agreement and, assuming the
         Prepetition Credit Agreement is paid in full by
         March 31, 2004, the Prepetition Lenders will receive
         $15 million in Cash in full satisfaction of the Excess
         Leverage Fee and the Asset Sale Fee owed under the  
         credit pact.

     (B) Holders of Aurora's Prepetition Senior Unsecured Notes
         will be paid in full in Cash in respect of principal and
         interest, but will not receive $1.9 million in respect
         of unamortized original issue discount.

     (C) Sub Debt Claims will receive either:

         (x) Cash in the amount of approximately $0.462 for each
             dollar of principal amount of their Sub Debt Claims
             (which equals approximately $0.50 for each dollar of
             principal amount of Sub Debt); or

         (y) equity in CEH LLC (held indirectly through the
             Bondholders Trust), which will be valued at
             approximately $0.488 for each dollar of principal
             amount of their Sub Debt Claims (which equals
             approximately $0.53 for each dollar of principal
             amount of Sub Debt), plus the Subscription Rights.  
             Upon consummation of the transaction, former Sub
             Debt Claims who elect or are deemed to have elected
             to receive equity and exercise their Subscription
             Rights in CEH LLC will indirectly own up to
             approximately 41.9% of the equity of the Reorganized
             Company, subject to adjustment.

     (D) Old Equity Interests will not receive any distributions,
         and all Old Equity Interests will be cancelled.

     (E) All trade creditors will be paid in full.

     (F) All other claims against Aurora will be unimpaired.

     (G) The St. Louis headquarters leases of Aurora will be
         rejected.  No other contracts will be rejected.

                 The Merged & Reorganized Company

Following the Merger, the businesses of Aurora and Pinnacle will
be combined and the surviving company in the Merger will be a
significant branded food company with strong national brands,
including Aurora's Duncan Hines(R), Aunt Jemima(R) frozen
breakfast products, Lender's(R), Mrs. Paul's(R), Log Cabin(R),
Chef's Choice(R) and other brands, and Pinnacle's Swanson(R),
Vlasic(R) and Open Pit(R) brands.

Pinnacle and Aurora provide creditors with their financial
projections that deliver value to the new stock offered to
Aurora's Sub Debt holders:

         Pinnacle/Aurora Combined Company Projections
            Projected Consolidated Income Statement

                           2004      2005      2006      2007
                           ----      ----      ----      ----
Net Sales                $1,310.0  $1,339.4  $1,379.6  $1,420.1
Gross Profit               $389.2    $400.8    $414.2    $426.6
Operating Income           $166.0    $197.6    $202.7    $205.3
Net Income                  $66.3     $85.1     $91.4      98.4

Pinnacle projects increasing net sales from 2003 to 2007, driven
by industry growth, new product innovation, continuous quality
product improvements and enhanced marketing efforts.  Pinnacle
Frozen Foods will grow at a 5.5% rate and Pinnacle Condiments
will increase by 3.9%.  Pinnacle expects that Aurora's brands
will decline by 5.7% in 2004 -- especially in the condiments and
baked goods segments -- and then climb by a couple of percentage
points thereafter.

                   The Sub Debt Equity Option

Each holder of a Sub Debt Claim as of a Record Date to be fixed
by the Bankruptcy Court will have a choice either to elect to
convert their Sub Debt Claim into indirect equity interests in
the Reorganized Company, or instead to receive a cash payment.

Holders of Sub Debt Claims electing to receive indirect equity
interests in the Reorganized Company also will have the right to
subscribe for additional equity.  

The Reorganized Company will be indirectly wholly owned by a
holding company, CEH LLC.  Holders of Sub Debt Claims electing to
receive equity will not own interests in CEH LLC directly, but
will instead receive interests in a Bondholders Trust formed as a
Delaware voting trust to hold CEH LLC interests on their behalf.
Each ownership interest in the Bondholders Trust will represent a
corresponding interest in CEH LLC. To receive the Bondholders
Trust Interests, Sub Debt Claims must sign and return a
Bondholders Trust Accession Instrument pursuant to which they
agree to be bound by the terms of the Bondholders Trust's
governing documents.

The Bondholders Trust Interests will be subject to restrictions
on transfer, including a right of first offer.  

The Bondholders Trust will enter into an indemnity agreement with
CEH LLC and Aurora under which the Bondholders Trust may be
required to make payments to Aurora (or forfeit CEH LLC
interests) in the event of breaches of Aurora's representations
and warranties in the Merger Agreement or if undisclosed
liabilities of Aurora are discovered post-confirmation.

The Cash Option pays approximately $0.462 for each dollar to the
Sub Debt Holders.  Sub Debt Claims electing to receive equity
will receive Bondholders Trust Interests valued at approximately
$0.488 for each dollar of their Sub Debt Claims, subject to
adjustment (approximately $0.53 for each dollar of principal
amount of Sub Debt).  After dilution for certain equity
allocations set forth in the CEH Member Agreement, the Bondholder
Trust Interests representing CEH LLC interests will be valued on
the implied purchase price of Aurora at approximately $0.454 for
each dollar of claim amount of Sub Debt (approximately $0.492 for
each dollar of principal face amount of Sub Debt) held, subject
to adjustment.  The amount of equity that would be received by a
Sub Debt Holder electing equity, as well as the amount of
additional equity after exercising subscription rights, is
subject to a purchase price adjustment based on the net debt and
working capital of Aurora as of the closing.

Sub Debt Holders electing to receive equity will be able to
participate in two different subscription rights:

    * A Cash-Out Subscription Right -- Sub Debt Claims electing  
      equity will have the right to subscribe for equity that is
      foregone by Sub Debt Claims that elect to receive Cash,
      based on the subscribing Holder's percentage ownership of
      the aggregate amount of Sub Debt Claims.  For example, a
      Sub Debt Holder of 5% of the aggregate amount of Sub Debt
      Claims that elects equity would have the right to subscribe
      for up to 5% of the equity foregone by Holders electing
      Cash.  To the extent that such equity is not subscribed for
      by Sub Debt Claims, the New Equity Investors will purchase
      that equity; and

    * A Make-Up Subscription Right -- Sub Debt Claims electing
      equity will have the right to subscribe for "make-up"
      equity with a value of $13.776 million, representing $12.1
      million plus $1.676 million paid to Aurora's Prepetition
      Lenders before October 31, 2003 as default interest under
      the Fifth Amended and Restated Credit Agreement, dated as
      of November 1, 1999, as amended, among Aurora, Chase and
      the Prepetition Lenders, minus possible adjustments.  This
      subscription right is based on the subscribing holder's
      percentage ownership of the Sub Debt Claims owned by all
      holders exercising Make-Up Subscription Rights.  For
      example, if holders of 50% of the aggregate amount of Sub
      Debt Claims exercise their Make-Up Subscription Rights, a
      Sub Debt Holder of 5% of the aggregate amount of Sub Debt
      Claims that elects equity would have the right to subscribe
      for up to 10% of this "make-up" equity.

                         It's A Good Plan

Ronald B. Hutchison, Aurora's Chief Restructuring Officer and
Assistant Secretary, says that the Debtors believe that the Plan
provides the best and most prompt possible recovery to Claim and
Interest Holders.

                  Reorganization Beats Liquidation

To confirm their Chapter 11 Plan, the Debtors must demonstrate
that creditors fare better under the Plan than in a Chapter 7
liquidation scenario.

Using their Projected March 31, 2004 Balance Sheet as the
starting point and indicating that the Company envisions a
Chapter 7 trustee would employ a two-phase liquidation process,
the Debtors estimate, in a Chapter 7 liquidation, that their
estate would reduce to a $599,376,000 to $804,602,000 pile of
cash.  Chapter 7 expenses would consume $10,138,000 to
$21,981,000.  The DIP Financing Facility and all Chapter 11
Administrative Expenses would be paid in full.  In the worst
case, Senior Secured Creditors would recover 79% of the amount
they're owed and everybody lower in the capital structure would
be wiped-out.  In the best case, Senior Secured Creditors are
paid in full and General Unsecured Creditors recover 8.7% on
their claims. (Aurora Foods Bankruptcy News, Issue No. 1;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


AVOTUS: Extends Option Period Re Jefferson's Planned Investment
---------------------------------------------------------------
Avotus Corporation (TSX Venture: AVS) announced that the Company
and Jefferson Partners have agreed to extend the option period
during which Jefferson may invest the unadvanced amounts under the
$6 million Series B convertible debenture financing previously
announced on April 22, 2003.

As announced on July 24, 2003, Jefferson invested a further $1.2
million in the Company by way of series B convertible debentures
under the Facility. The option period during which Jefferson may
elect to invest the remaining $4.8 million under the Facility,
which was previously to have expired on December 31, 2003, has
now been extended to June 30, 2004.

The board of directors of the Company, other than those directors
related to Jefferson, reviewed and approved the foregoing
extension, subject to the completion of satisfactory legal
documentation.  

Avotus provides solutions that dramatically reduce the cost and
complexity of enterprise communications. Intelligent
Communications Management(TM) is Avotus' unique model for a
single, actionable environment that enables any company to bring
together decision-critical information about communications
expenses, infrastructure, and systems usage. Avotus is empowering
Fortune 500 companies as well as more than 3,000 organizations
worldwide to gain insight into and control over their
communications environment. Whether deployed as an on-site or
hosted application, or as a completely outsourced value-added
solution, Avotus improves productivity and efficiency while
enabling savings of as much as 20-40%.

The company's September 30, 2003, balance sheet reports a working
capital deficit of about $13.7 million while net capital deficit
tops $15 million.


BOISE: OfficeMax Shareholders Accept Exchange & Merger Deal
-----------------------------------------------------------
Boise Cascade Corporation (NYSE: BCC), in connection with its
recent acquisition of OfficeMax, Inc., announced the results of
merger consideration elections made by OfficeMax shareholders.

The exchange agent received effective elections for 94% of the
total number of outstanding OfficeMax shares before the 5 p.m.
election deadline on December 5, 2003.  Of these shares:

    -- Approximately 2.8% elected to receive cash;
    -- Approximately 97.0% elected to receive Boise common stock;
       and
    -- Less than 1% elected no consideration preference.

OfficeMax shareholders will receive merger consideration as
follows:

    -- OfficeMax shareholders making an effective election to
       receive cash, OfficeMax shareholders making an effective
       election of no consideration preference, and OfficeMax
       shareholders not making an effective election will receive
       $9.3330 in cash for each share of OfficeMax stock.
    
    -- OfficeMax shareholders making an effective election to
       receive Boise stock will receive shares of Boise common
       stock in exchange for 65.9847% of their OfficeMax shares
       and cash consideration in exchange for 34.0153% of their
       OfficeMax shares, as a result of proration. These
       shareholders will thus receive, for each share of OfficeMax
       stock, approximately .230419 share of Boise stock (based on
       the applicable 10-day trading average of Boise's stock, or
       $29.585; the .3492 exchange ratio; and the 65.9847%
       proration percentage) and approximately $3.1746 in cash.  
       Any fractional share will be paid in cash.

For example, an OfficeMax shareholder with 100 shares making an
effective election to receive stock will receive 23 shares of
Boise stock, $317.46 in cash, and an additional $1.24 in cash for
the fractional share.

OfficeMax shareholders who have made an effective election can
expect to receive their merger consideration in approximately 7 to
10 business days.

Boise (S&P, BB+ Corporate Credit Rating, 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: S&P Ratchets Rating Down a Notch to BB
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Boise
Cascade Corp., a diversified retailer, manufacturer, and
distributor of office, paper, and wood products, to 'BB' from
'BB+'. The ratings were removed them from CreditWatch, where they
had been placed on July 14, 2003, following the company's
announced plans to acquire office products retailer OfficeMax
Inc. The outlook is negative.

The downgrade follows completion of this acquisition for about
$1.3 billion on Dec. 9, 2003. "Although this transaction more than
doubles the size of Boise's office products business to pro forma
2002 sales of $8.3 billion, Standard & Poor's believes expansion
into the increasingly competitive office superstore market is a
risk for the company," said Standard & Poor's credit analyst
Pamela Rice. "Boise should be able to achieve some synergies,
particularly from leveraging its greater purchasing power and
eliminating overlapping distribution facilities, but Standard &
Poor's has concerns about the timing and extent of such benefits,"
the analyst continued. In addition, despite some experience in
the office products retail business outside the U.S., the greater
size and scope of this expansion into the superstore retail market
poses substantial integration and business risks. Although Boise
financed the transaction using about 60% equity and 40% cash, the
company will have a more highly leveraged capital structure, after
adjusting debt for OfficeMax's substantial operating leases (about
$1.8 billion on a debt-equivalent basis). Boise's total debt at
Sept. 30, 2003, including operating leases and accounts
receivables sold, was $2.2 billion.

The ratings reflect Boise, Idaho-based Boise's participation in
the highly competitive office products business segment, the risks
of integrating OfficeMax, concerns about the ability and timing of
divesting its forest products assets, and aggressive debt
leverage. These risks are partly mitigated by a leading position
in the office products industry, and the potential to realize
synergies and other benefits from the acquisition such as greater
purchasing efficiencies and better name recognition.

The outlook is negative, reflecting potential integration risks,
especially given OfficeMax's relatively weak operating record and
Boise's inexperience in managing a major retail business. It also
reflects concerns about whether and how quickly assets can be
sold, or otherwise disposed of, and whether proceeds will be
sufficient to reduce debt to a level supportive of the ratings.


BROOKFIELD PROPERTIES: S&P Rates C$150M Ser. I Preferreds at BB+
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'P-3(High)'
Canadian national scale and 'BB+' global scale preferred share
ratings to Brookfield Properties Corp.'s C$150 million (with an
underwriters' option of up to an additional C$50 million) 5.20%
cumulative class AAA redeemable preferred shares, series I. At the
same time, the ratings outstanding on the company, including the
'BBB' long-term corporate credit rating, were affirmed. The
outlook is stable.

The corporate credit rating reflects Brookfield's strong asset
quality, long-term leases to good quality tenants, a debt maturity
schedule that matches the long-term nature of the lease schedule,
and adequate financial flexibility. These credit strengths are
mitigated by a high degree of concentration in the New York, N.Y.,
market; a more highly levered balance sheet compared with those of
its peers; moderate coverage levels; and an encumbered commercial
property portfolio.

The proceeds from the preferred share issue primarily will be used
to pay down short-term debt and for general corporate uses. The
company's fixed-charge coverage is expected to decrease to roughly
1.53x from 1.57x at Sept. 30, 2003. (The AAA class of preferred
shares is subordinate to Brookfield's class A and class AA
preferred shares. Nevertheless, Standard & Poor's generally does
not distinguish between different series of subordinated
obligations unless there is a specific reason to believe that
deferral of payment is more likely. In the case of Brookfield, the
prior ranking preferred shares are not of a size to affect the
likely payment of the AAA class.)

Brookfield has a portfolio of 47 commercial properties of above-
average asset quality largely in central business district
locations that contain 46 million square feet of space. Brookfield
also operates a real estate service business. Although Brookfield
is a Canadian-domiciled corporation, the company is headquartered
in New York, and an increasing proportion of funds from operations
are generated from properties located in the U.S. The key markets
where the company is active are New York; Toronto, Ontario;
Boston, Massachusetts; Calgary, Alberta; Denver, Colorado; and
Minneapolis, Minnesota.

Brookfield's portfolio is 96.1% leased at rents, which are
currently about 12% below market, although this cushion could be
eroded if the current softening of the commercial office markets
is deeper or lengthier than currently expected. There also is some
concentration to the portfolio, as 24 properties represent the
bulk of total book value. Nevertheless, the overall lease maturity
schedule is manageable, with roughly less than 4% of office space
expiring in each of 2003, 2004, 2007, and 2009. In 2005 and 2008,
expiries peak at 7.4% and 6.1%, respectively, and 2006 expiries
are 4.4%. The company's average lease term is 10 years, with New
York-based tenants at 11 years.

The financial policy of Brookfield has been to use mainly property
level debt that is nonrecourse to the company and at fixed rates.
The rating on any unsecured debt to be issued by Brookfield in the
future would be rated one notch lower than the issuer credit
rating, due to the very high level of existing secured debt. The
one notch difference addresses the general ranking of each
respective debt type's recovery prospects.

Cash flow protection is moderate but manageable, considering the
C-corp status and the high level of principal amortization. Debt
service coverage was 1.64x for fiscal 2002 and 1.65x at Sept. 30,
2003. Fixed-charge coverage was 1.56x at year-end and 1.57x at
Sept. 30, 2003, with a decrease to 1.53x expected after including
the series H and series I preferred stock offerings. The capital
structure is more highly leveraged (62.9% debt-to-book
capitalization at fiscal year-end and 64.4% at Sept. 30, 2003)
compared with U.S. REITs, and reflects the company's strategy of
property-level borrowings and C-corp structure. The debt maturity
schedule is manageable, with almost two-thirds of maturities
occurring after 2007.

Liquidity appears appropriate to adequately meet capital needs, as
Brookfield has been successful at generating cash through
refinancings, property sales, and cash from operations, and also
benefits from a low dividend payout.

                       OUTLOOK: STABLE

The North American office market has softened materially and
fairly quickly, and is not expected to see signs of recovery in
the medium term. Nevertheless, Brookfield's portfolio is
competitively well positioned to withstand the currently more
challenging operating environment, due to its favorable lease
profile and strong asset quality and credit tenants.

                       RATINGS ASSIGNED

Brookfield Properties Corp.
Class        Rating                       Amount (mil. C$)
AAA          P-3(High) (Canadian scale)   $150
             BB+       (global scale)

                       RATINGS AFFIRMED             

Corporate credit rating  BBB/Stable/--
Preferred shares
Canadian scale          P-3(High)
Global scale            BB+


CHASE COMMERCIAL: S&P Takes Rating Actions on Ser. 1997-1 Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
C, D, and E of Chase Commercial Mortgage Securities Corp.'s
commercial mortgage pass-through certificates series 1997-1.
Concurrently, the rating on class H is lowered, and the ratings on
four other classes from the same series are affirmed.

The raised ratings reflect increased credit support and improved
operating performance throughout much of the underlying trust
collateral. The lowered rating reflects anticipated credit support
erosion related to real estate owned (REO) assets. The affirmed
ratings reflect such improvements tempered by anticipated losses
on three REO assets.

As of Nov. 19, 2003, the trust collateral consisted of 85
commercial mortgages with an outstanding principal balance of
$379.5 million, down from 107 loans totaling $533.8 million at
issuance. The master servicer, GMAC Commercial Mortgage Corp.
(GMACCM), reported year-end 2002 net cash flow debt service
coverage (DSC) for 96.4% of the pool. Based on this information,
Standard & Poor's calculated a pool weighted average DSC of 1.66x,
up from 1.41x at the time of issue. The trust has experienced only
one loss to date, which accounted for 0.4% of the initial pool
balance.

The top 10 loans have an aggregate outstanding balance of $135.2
million (35.6%), and reported a year-end 2002 weighted average DSC
of 1.68x, compared to 1.47x at issuance. This excludes the
seventh-largest loan, an owner-occupied, mixed-use facility, for
which 2002 financials are unavailable. Two of the top 10 loans are
on GMACCM's watchlist, and have an aggregate balance of $28.5
million (7.5%). One loan, with a balance of $9.5 million (2.5%),
is with the special servicer (also GMACCM) and is REO.

There are three assets with the special servicer, all of which are
REO. The tenth-largest loan is secured by a 299-room Holiday Inn
located in Harrisburg, Pennsylvania. This asset has an outstanding
balance of $9.5 million, a total exposure of $10.4 million, and an
appraisal reduction amount of $3.2 million. The second asset in
special servicing is the Oxford Mall, a 166,660-sq.-ft. retail
facility in Oxford, Mississippi, with a scheduled balance of $6.1
million and an ARA of $4.9 million. Offers on both properties have
been made. Ridgewood, the third asset with the special servicer, a
52-unit multifamily property in Russellville, Kentucky, has an
outstanding balance of $724,000 and an ARA of $470,000. This
property is under contract to sell for $640,000, with an
anticipated closing date near the end of December 2003. These REO
assets are also the only delinquent assets in the pool. Standard &
Poor's anticipates losses on all three loans.

GMACCM's watchlist consists of 18 loans, with an aggregate
principal balance of $82.9 million (21.8%). There are two top 10
loans that appear on the watchlist. The second-largest loan is
secured by Harbor Island Apartments in Las Vegas, Nevada, which is
a 996-unit facility, with a scheduled balance of $17.2 million
(4.5%). Although 2002 occupancy was 84.0%, down from 99.0% at
issue, 2002 DSC was 1.92x and has improved during the first half
of 2003. Cummins Station, in Nashville, Tennessee, secures the
sixth-largest loan, and has a scheduled balance of $11.3 million
(3.0%). This 386,519-sq.-ft. office property reported 2002
occupancy of 79.0%, down from 94.0% at issuance, and a 1.13x DSC;
both occupancy and DSC have improved slightly during the first
half of 2003. The watchlist also contains three retail properties
with an aggregate balance of $5 million (1.3%) formerly anchored
by Ames. Ames rejected these leases in bankruptcy court and
vacated these facilities in late 2002. The vacated space is still
unoccupied. The remaining loans appear on the watchlist due to DSC
or occupancy issues.

The properties underlying the trust collateral are diversified
across 23 states, with concentrations in excess of 10.0% in New
York (21.1%), California (12.4%), Pennsylvania (11.6%), and
Massachusetts (10.0%). Property concentrations are found in
multifamily (34.9%), retail (32.5%), and office (15.9%) assets.
Lodging represents 7.2% of the outstanding pool balance.

Standard & Poor's stressed the loans that appear on the watchlist,
when appropriate, in its analysis. The resultant credit
enhancement levels support the raised, affirmed, and lowered
ratings.
   
                        RATINGS RAISED
   
              Chase Commercial Mortgage Securities Corp.
           Commercial mortgage pass-thru certs series 1997-1
   
                    Rating
        Class   To          From   Credit Enhancement (%)
        C       AA+         AA-                     24.8
        D       A           BBB+                    17.0
        E       BBB+        BBB                     14.2
           
                        RATING LOWERED
   
              Chase Commercial Mortgage Securities Corp.
           Commercial mortgage pass-thru certs series 1997-1
   
                    Rating
        Class   To          From   Credit Enhancement (%)
        H       B-          B                        3.0
           
                        RATINGS AFFIRMED
   
              Chase Commercial Mortgage Securities Corp.
           Commercial mortgage pass-thru certs series 1997-1
   
        Class   Rating   Credit Enhancement (%)
        A-2     AAA                       38.8
        B       AAA                       31.8
        F       BB                         6.5
        G       BB-                        5.1


CHESAPEAKE ENERGY: Completes Tender Offer for 8.5% Senior Notes
---------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) has completed its
previously announced cash tender offer and consent solicitation,
for any and all of its $110,669,000 aggregate principal amount of
8.5% Senior Notes due 2012 (CUSIP  #165167AN7).  

The Offer expired at 12:00 midnight, New York City time, on
December 10, 2003.  As of the Expiration Date, $106,379,000 of
aggregate principal amount of Notes were tendered which
represented approximately 96% of the outstanding aggregate
principal amount of the Notes.

The Company accepted for payment and paid for Notes validly
tendered on or prior to the Expiration Date, including all Notes
previously tendered and paid for prior to the November 25, 2003
consent date.  In connection with the Offer, the Company received
the required consents from holders of the Notes to approve
proposed amendments to the indenture governing the Notes to
eliminate substantially all of the restrictive covenants of the
indenture.  Adoption of the Proposed Amendments required the
consent of holders of at least a majority of the aggregate
principal amount of the outstanding Notes.

Banc of America Securities LLC acted as exclusive dealer manager
and solicitation agent in connection with the Offer.

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

CLEVELAND ELECTRIC: Fitch Rates Sr. Unsecured Debt Issue at BB
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to the anticipated
issuance of $300 million of Cleveland Electric Illuminating
Company senior unsecured notes. The notes are expected to be
issued via a private offering under Rule 144-A of the Securities
Act. Proceeds from the debt offering will be used to retire
secured CEI debt and general corporate purposes. Fitch's ratings
for CEI's existing debt are as follows:

        -- Secured 'BBB-';

        -- Unsecured 'BB';

        -- Preferred securities 'BB-';

        -- Rating Outlook Stable.

The ratings reflect CEI's weak interest coverage ratios and assume
that Davis-Besse will restart by early-2004 allowing the de-
leveraging process at CEI, which has been slowed by cash flow
pressures associated with the ongoing outage, to accelerate. The
Stable Rating Outlook reflects Fitch's view that CEI could
withstand further delay to DB restart into the spring of 2004
without triggering a ratings downgrade. CEI owns a 51.4% interest
in the 883-mW nuclear plant and the remainder is owned by
affiliate Toledo Edison.

CEI's parent, FirstEnergy, will be required to demonstrate to the
NRC that it has addressed all safety/management issues at the
unit, including leadership and oversight issues, before the
commission will allow the plant to resume commercial operation.
Management filed its comprehensive readiness restart report with
the NRC in November 2003 starting a process that will include a
comprehensive plant inspection and evaluation prior to restart and
completion of outstanding work items. A restart meeting has been
scheduled for Dec. 18, 2003, and it is unclear how long it might
take for the NRC to respond. Power ascension, if NRC restart
approval is granted, is expected to take 7-10 days.

CEI recently filed a proposal with the Public Utility Commission
of Ohio (PUCO) requesting the adoption of either a competitive
bidding process that would shift energy supply and price risk to
customers or a rate stabilization plan that would provide standard
offer service at stable prices through 2008. The proposed RSP
extends customer rate credits, offsets potentially reduced cash
flows due to cessation of the generation transition charge with
the adoption of a rate stability charge, and delays the required
transfer of CEI's generating capacity.

The RSP also addresses PUCO concerns regarding energy supply price
volatility. PUCO can elect to terminate the RSP twelve months
after giving notice if a competitive bid process that would
provide greater benefits to customers becomes a viable option.
Fitch believes that PUCO adoption of CEI's proposed RSP would be a
constructive event for bond holders, with the benefit of
relatively well-defined cash flows expected to outweigh commodity
risk associated with fixed tariffs through 2008, especially in
light of the utility's generation portfolio. Hearings were
recently scheduled for February 2004 and a final PUCO order is
expected in April 2004.


COEUR D'ALENE: Files 'Universal Shelf' Registration Statement
-------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE) filed a "universal
shelf" registration statement on Form S-3 with the Securities and
Exchange Commission to register the offer and sale by the Company
from time to time of up to $150,000,000 of various securities,
which may include debt securities, preferred stock, common stock
and or warrants.  The Company currently expects that it will use
the proceeds of the sale of any securities registered under the
registration statement for general corporate purposes.

The registration statement on Form S-3 relating to these
securities filed with the Securities and Exchange Commission has
not yet become effective. These securities may not be sold nor may
any offers to buy be accepted prior to the time that the
registration statement becomes effective.  

Coeur d'Alene Mines Corporation (S&P, CCC Corporate Credit Rating,
Positive) is the world's largest primary silver producer, as well
as a significant, low-cost producer of gold, with anticipated 2003
production of 14.6 million ounces of silver and 112,000 ounces of
gold.  The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.


DELTA AIR LINES: Enhances Corporate Governance Program
------------------------------------------------------
Delta Air Lines (NYSE: DAL) announced that the Board of Directors
approved enhancements to its Corporate Governance Program. These
changes include:

     -- Establishing independence standards for members of the
        Board.

     -- Adopting revised corporate governance principles relating
        to the Board's composition, function, structure and
        responsibilities.

     -- Amending the charters of the Board's Audit, Personnel &
        Compensation and Corporate Governance Committees.

     -- Electing a presiding director to chair executive sessions
        of the Board. Shareowners may communicate directly with
        the Governance Program are intended to assure that Delta's
presiding director at Presiding.Director@delta.com

These latest enhancements to the Corporate policies reflect recent
developments, including the requirements of the Sarbanes-Oxley Act
and the New York Stock Exchange's new corporate governance listing
standards.

The Board, comprised of a substantial majority of independent
directors, is committed to maintaining outstanding corporate
governance practices. In 1998, the Board adopted corporate
governance principles which were based upon a thorough review of
best practices at that time, and the Board has periodically
revised its governance principles and committee charters to
reflect corporate governance developments.

Delta also announced the Board of Directors has taken action
regarding two shareowner proposals that were approved at Delta's
April 2003 Annual Meeting. These proposals urged the Board to seek
shareowner approval for future severance agreements with senior
executives that provide benefits in an amount exceeding 2.99 times
the sum of the executive's salary plus bonus; and urged the
Company to expense stock options.

The Board has responded to these proposals as follows:

     -- The Board adopted an executive severance policy that
        requires shareowner approval for future severance
        arrangements for executive officers that provide benefits
        exceeding 2.99 times salary and bonus. The term "benefits"
        includes both severance amounts payable in cash or stock
        and the value of any special benefits or perquisites,
        subject to certain specified exceptions.

     -- The Board supports the expensing of stock options and
        urges the Financial Accounting Standards Board to adopt a
        standardized valuation method for expensing stock options
        as soon as possible. As required by GAAP, Delta discloses
        the potential expense of stock options in its SEC filings
        in the Notes to the Consolidated Financial Statements.
        Delta will expense stock options in 2005 once FASB has
        adopted a standardized valuation method. The Board
        believes expensing stock options prior to FASB's adoption
        of a standardized valuation method would:

           -- Create multiple changes in reporting if FASB adopts
              a different stock option expensing method than
              chosen by Delta; and

           -- Result in financial statements that are not
              comparable to its industry peers.  Currently only
              one major airline expenses stock options.

The enhanced Corporate Governance Program materials and the
Executive Severance Policy are available on the Company's Web site
at:
     
http://www.delta.com/inside/investors/corp_info/corp_governance/index.jsp

Delta Air Lines (S&P, BB- Corporate Credit Rating, Negative), the
world's second largest airline in terms of passengers carried and
the leading U.S. carrier across the Atlantic, offers 6,362 flights
each day to 458 destinations in 82 countries on Delta, Song, Delta
Shuttle, Delta Connection and Delta's worldwide partners. Delta is
a founding member of SkyTeam, a global airline alliance that
provides customers with extensive worldwide destinations, flights
and services. For more information, please visit
http://www.delta.com/


EDISON INT'L: Board Declares Quarterly Common Stock Dividend
------------------------------------------------------------
The Board of Directors of Edison International (NYSE: EIX)
declared a quarterly common stock dividend of 20 cents per share
payable Jan. 31, 2004, to shareholders of record on Jan. 6, 2004.  
This is the first common stock dividend by Edison International
since Oct. 2000.

"Resumption of common stock dividends has been a primary goal for
us.  We were forced by the effects of the power crisis three years
ago to break a record of 90 years of uninterrupted dividend
payments.  Our shareholders make our business possible, and we are
delighted to be able now to provide this return on their
investment.  This also will help us to access capital to meet
customer needs," said John E. Bryson, Chairman, Edison
International.

Based in Rosemead, Calif., Edison International (NYSE: EIX) (S&P,
BB+ Corporate Credit and Senior Unsecured Debt Ratings, Stable) is
the parent company of Southern California Edison, Edison Mission
Energy and Edison Capital.


ELAN: Seeks Binding Arbitration Regarding Agreement with Pfizer
---------------------------------------------------------------
Elan Corporation, plc is seeking binding arbitration in connection
with a dispute regarding its Exclusive and Mutual Beta Secretase
Inhibitors Research, Development and Marketing Agreement with
Pfizer Inc.

The Agreement, originally entered into with Pharmacia Corporation
in August 2000, concerns the discovery of small molecule
inhibitors of beta secretase at the research stage for the
treatment of Alzheimer's disease.

The binding arbitration is based on Elan's termination of the
Agreement for cause due to certain breaches by Pfizer. As a result
of the termination, Elan believes that it holds the exclusive
worldwide license to the intellectual property developed in
connection with the beta secretase research program.

"Prior to taking this step we made every effort to come to a
mutually acceptable resolution that would enable us to move
forward either with Pfizer or independently," said Kelly Martin,
Elan President and Chief Executive Officer. "Given the potential
medical importance of the beta secretase program and our
leadership position in Alzheimer's research and development, we
will take the appropriate course of action to protect and enforce
our rights under the Agreement. As one of the world's leading
companies dedicated to the treatment of Alzheimer's disease, Elan
remains focused on changing the course of the disease in an effort
to ultimately help millions of patients and their loved ones."

In addition to its beta secretase research, Elan's Alzheimer's
program includes a beta amyloid immunotherapy strategy, in
collaboration with Wyeth, and research work on the development of
inhibitors to gamma secretase, which, like beta secretase, is also
associated with the development of the beta amyloid peptide.
Neither its immunotherapy projects nor its gamma secretase
research is affected by Elan's termination of the Pfizer
collaboration.

Elan (S&P, B- Corporate Credit and CCC Subordinated Debt Ratings,
Stable) is focused on the discovery, development, manufacturing,
sale and marketing of novel therapeutic products in neurology,
severe pain and autoimmune diseases. Elan shares trade on the New
York, London and Irish Stock Exchanges.


ELAN CORP: Retaining Drug Delivery and Acute Care Businesses
------------------------------------------------------------
Elan Corporation, plc announced that it is retaining NanoSystems,
Elan's drug delivery business based in King of Prussia,
Pennsylvania; Elan's drug delivery business and operations located
in Gainesville, Georgia; and Elan's U.S. acute care business,
which includes the hospital care products Maxipime(TM) and
Azactam(TM).

Elan believes that these businesses are value generating and
provide opportunities for revenue growth and key technological
capabilities.

Kelly Martin, Elan President and Chief Executive Officer, said,
"As we enter the final stages of our recovery plan, retaining
these profitable businesses gives us strategic flexibility and the
opportunity to optimize their value moving forward."

Elan (S&P, B- Corporate Credit and CCC Subordinated Debt Ratings,
Stable) is focused on the discovery, development, manufacturing,
sale and marketing of novel therapeutic products in neurology,
severe pain and autoimmune diseases. Elan shares trade on the New
York, London and Irish Stock Exchanges.


ENRON: Court Adjourns Disclosure Statement Hearing to Dec. 22
-------------------------------------------------------------
Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
informs the Court that the Enron Corporation Debtors, the
Creditors Committee and the ENA Examiner have reached an
understanding regarding the Plan, subject to due diligence and
finalization of documentation.  If these conditions are satisfied,
the Debtors intend to file an amended Plan and Disclosure
Statement today.

In this regard, the Court adjourns the hearing to consider the
adequacy of the information contained in the Debtors' Amended
Disclosure Statement to December 22, 2003 at 9:00 a.m. New York
City Time.  The hearing on the Debtors' requests to establish
solicitation and voting procedures is adjourned to January 6,
2004 at 10:00 New York City Time. (Enron Bankruptcy News, Issue
No. 90; Bankruptcy Creditors' Service, Inc., 215/945-7000)


EMMIS COMMS: Will Host Third-Quarter Conference Call Jan. 8
-----------------------------------------------------------
On Thursday, January 8, 2004, Emmis Communications Corporation
(NASDAQ: EMMS) will host a conference call to discuss 3rd quarter
earnings.  Emmis Chairman/Chief Executive Officer Jeff Smulyan and
Executive Vice President/Chief Financial Officer Walter Berger
will host the call.

To access this conference call, please dial 1.773.756.4624, or
listen online at http://www.emmis.com

    DATE/TIME                     Thursday, Jan. 8, 2004

                                  Eastern      9 a.m.
                                  Central      8 a.m.
                                  Mountain     7 a.m.
                                  Pacific      6 a.m.

    CALL NAME/PASSCODE            Emmis Communications

    CALL LEADERS                  Jeff Smulyan
                                  Walter Berger

    PLEASE NOTE                   To facilitate call entry, we
                                  recommend that you place your
                                  call five minutes before the
                                  scheduled start time.

    CALL PLAYBACK                 A digital playback of the call
                                  will be available through
                                  Thursday, Jan. 15, by dialing
                                  1.402.530.8055.

Investors have the opportunity to listen to the conference call
over the Internet through the Emmis site at http://www.emmis.com/   

To listen to the live call, please go to the web site at least
fifteen minutes early to register, download, and install any
necessary audio software.  For those who cannot listen to the live
broadcast, a replay will be available on the site shortly after
the call.

If you have any questions or need further clarification, please
contact:

        Kate Healey
        Media & Investor Relations
        Telephone 317.684.6576
        kate@emmis.com

Emmis Communications (S&P, B- Corporate Credit Rating, Stable) is
an Indianapolis based diversified media firm with radio
broadcasting, television broadcasting and magazine publishing
operations. Emmis' 23 FM and 4 AM domestic radio stations serve
the nation's largest markets of New York, Los Angeles and Chicago
as well as Phoenix, St. Louis, Austin, Indianapolis and Terre
Haute, IN. In addition, Emmis owns two radio networks, three
international radio stations, 16 television stations, regional and
specialty magazines, and ancillary businesses in broadcast sales
and book publishing.


FAO SCHWARZ: Dr. Fad Throws-In Bid to Buy Toy Store Chain
---------------------------------------------------------
Toy inventor Dr. Fad said on Wednesday, Dec. 10, 2003, he was in
talks to buy the ailing FAO Schwarz toy store chain from bankrupt
parent FAO Inc., Reuters reported. FAO, which filed for chapter 11
bankruptcy protection for the second time this year, has until
today to find a buyer for both its FAO Schwarz upscale toy stores
and its Right Start stores.

Ken Hakuta, known in the toy industry as "Dr. Fad," is an advisor
to toy inventors and created the Wacky WallWalker, a small rubbery
octopus-like toy that walks down walls. He gave no financial
details of his bid, which would be subjected to scrutiny by FAO's
creditors and would ultimately have to pass muster with the
bankruptcy court. The Schwarz family would also have a say in
whether a buyer could use the name. Hakuta's announcement caught
industry watchers off guard. "This certainly is a bizarre and
unusual twist," said Sean McGowan, an analyst with Harris Nesbitt
Gerard. "Stranger things have happened, but this wasn't on
anyone's list of likely outcomes," reported the newswire. (ABI
World, Dec. 11, 2003)


FC CBO III: S&P Places Class B Notes' Low-B Rating on Watch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A and B notes issued by FC CBO III Ltd., an arbitrage CBO
transaction originated in November 1999, on CreditWatch with
negative implications.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the notes
since the transaction was last reviewed in May 2003. At that time,
the ratings on the two classes were lowered.

Standard & Poor's noted that defaults within the collateral pool
supporting the notes rose to $110.7 million from $101.6 million at
the time of the May 2003 rating actions. Additionally, the class B
overcollateralization ratio has dropped by 170 basis points since
the last rating actions. This places the class B
overcollateralization ratio well below its minimum requirement.
Meanwhile, the class A overcollateralization ratio, which improved
marginally since May 2003, is still in compliance.

               RATINGS PLACED ON CREDITWATCH NEGATIVE
   
                          FC CBO III Ltd.
   
                      Rating               Balance (mil. $)
        Class   To               From      Orig.     Current
        A       AA-/Watch Neg    AA-       289.50     217.52
        B       B/Watch Neg      B          37.75      38.33
             
TRANSACTION INFORMATION
Issuer:             FC CBO III Ltd.
Co-issuer:          FC CBO III Corp.
Manager:            Bank of Montreal
Underwriter:        Goldman Sachs & Co.
Trustee:            Bank of New York, N.Y.
Transaction type:   High-yield arbitrage CBO
   
TRANCHE               INITIAL     LAST       CURRENT
INFORMATION           REPORT      ACTION     ACTION
Date (MM/YYYY)        11/1999     05/2003    12/2003
A note rating         AAA         AA-        AA-/Watch Neg
B note rating         A-          B          B/Watch Neg
Class A OC ratio      137.75%     119.65%    119.88%
Class A OC ratio min. 117.30%     117.30%    117.30%
Class B OC ratio      121.87%     103.69%    101.92%
Class B OC ratio min. 109.70%     109.70%    109.70%
A note balance        $289.50mm   $254.30mm  $217.50mm
B note balance        $37.75mm    $37.75mm   $38.33mm
    
PORTFOLIO BENCHMARKS                         CURRENT
S&P Wtd. Avg. Rtg. (excl. defaulted)         BB-
S&P Default Measure (excl. defaulted)        3.10%
S4&P Variability Measure (excl. defaulted)   1.98%
S&P Correlation Measure (excl. defaulted)    1.17
Obligors Rated 'BBB-' and Above              9.20%
Obligors Rated 'BB-' and Above               60.04%
Obligors Rated 'B+' and Above                76.35%
Obligors Rated 'B' and Above                 82.10%
Obligors Rated 'B-' and Above                86.25%
Obligors Rated in 'CCC' Range                8.66%
Obligors Rated 'SD' or 'D'                   5.09%
Obligors on Watch Neg (excl. defaulted)      5.73%
    
S&P RATED OC (ROC)   CURRENT
Class A Notes        99.87% (AA-)
Class B Notes        96.15% (B)
    

FEDERAL-MOGUL: Agrees to Extend EPA Claims Bar Date to Feb. 27
--------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates have had
extensive settlement negotiations with the United States
Environmental Protection Agency and the federal natural resources
trustee and have made substantial progress towards a global
settlement.  Notably, the parties resolved a variety of issues
arising out of the environmental claims held by the EPA and
continue to address the issues arising out of the environmental
claims held by certain state governments.  

In the interest of potentially resolving the issues and reaching
a global settlement, the parties agreed to further extend the
Claims Bar Date to February 27, 2004, at 4:00 p.m. Eastern
Daylight Time, solely with respect to the EPA.  

The Debtors believe that the additional time will:

   -- facilitate the negotiation process and may result in
      significant cost savings if the claims can be resolved
      consensually; and

   -- cover any uncertainty that may occur after Judge Newsome's
      term, as the Bankruptcy Judge presiding over Federal-
      Mogul's case, ends on December 31, 2003.

All other provisions of the Bar Date Order will remain in full
force and effect. (Federal-Mogul Bankruptcy News, Issue No. 47;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FEDERALPHA STEEL: Creditors Must File Claims by January 16
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois  
sets 5:00 p.m. on January 16, 2004 as the deadline for all
creditors of FederAlpha Steel LLC to file their proofs of claim.

Creditors must file written proofs of claim.  All known creditors
were supplied with customized claim forms reflecting how the
Debtors scheduled their claims.  

Five categories of claims are exempted from the Bar Date:

     a) shareholders that do not have a claim under Section 101(5)
        of the Bankruptcy Code;

     b) claims arising from the Debtor's or other equity
        securities;

     c) claims not listed in the Schedules as contingent,
        unliquidated, or disputed;

     d) claims already properly filed; and

     e) claims previously allowed by the Bankruptcy Court.  

Claim forms must be delivered to:

     If sent by U.S. mail:

         U.S. Bankruptcy Court for the Northern
           District of Illinois, Eastern Division
         P.O. Box A3613, Chicago, Illinois 60690-3612

     If send by overnight mail;

         Clerk of Court
         U.S. Bankruptcy Court for the Northern
           District of Illinois, Eastern Division
         219 South Dearborn, Chicago, Illinois 60604

Headquartered in Chicago, Illinois, FederAlpha Steel LLC is Leroux
Steel and Alpha Steel Corp.'s joint venture in the Midwest.  
Headquartered in Peotone, the company is one of the largest
structural steel supplier in the region.  The Company filed for
chapter 11 protection on October 21, 2003 (Bankr. N.D. Ill. Case
No. 03-43059).  Stephen T. Bobo, Esq., at Sachnoff & Weaver, Ltd.,
leads the engagement to represent the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated assets and debts of over $10
million each.


FIBERMARK INC: Promotes John E. Hanley to VP & CFO
--------------------------------------------------
FiberMark, Inc. (Amex: FMK) announced the promotion of John E.
Hanley to vice president and chief financial officer.  Hanley
joined FiberMark in July 2003 as vice president and corporate
controller.  He succeeds Allan M. Kline who has resigned for
personal reasons, in order to return to full-time residency in
Boston.

"We regret that Allan's tenure at FiberMark was so short, but
respect his decision to put his family first," said Alex Kwader,
chairman and chief executive officer.  "We are fortunate to have
the depth in our financial organization to make this a smooth
transition.  John Hanley has served as chief financial officer of
two publicly held companies and has extensive industry experience.  
He has already made significant financial and strategic
contributions to FiberMark."

Before joining FiberMark, Hanley most recently was vice president
of finance and chief financial officer of Amerbelle Corporation, a
privately held textile dye and finishing business.  Earlier, he
was vice president finance and chief financial officer, treasurer
and secretary for Axsys Technologies, Inc., a publicly held
manufacturer of engineered systems for a wide range of industries
including aerospace and electronics capital equipment.  Before
that, he spent 20 years with Lydall, Inc., a publicly held
specialty paper and fiber-based materials manufacturer serving
thermal, acoustical and filtration markets.  He was Lydall's vice
president of finance, treasurer and chief financial officer from
1992 to 2000.

Hanley holds bachelor's and master's degrees in business
administration from the University of Connecticut and is a
certified public accountant.

FiberMark, headquartered in Brattleboro, Vt., is a leading
marketer of specialty fiber-based materials for industrial and
consumer needs worldwide. Products include filter media for
transportation and vacuum bags; base materials for specialty
tapes, electrical and graphic arts applications, wallpaper,
sandpaper and cover/decorative materials for office and school
supplies, publishing, printing and premium packaging.  The company
has 11 facilities in the eastern United States and Europe.

At September 30, 2003, FiberMark's balance sheet shows a total
shareholders' equity deficit of about $75 million.


FLEMING COS: Asks Court to Clear Deloitte's Retention as Auditor
----------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates seek Judge
Walrath's authority to employ Deloitte & Touche LLP as their
independent auditors, accountants, and property tax service
providers, nunc pro tunc to April 1, 2003.

Deloitte provided property tax compliance services to the Debtors
since 2000.  Deloitte developed a detailed processing system to
assist the Debtors in meeting their personal property tax filing
requirements on a timely basis.  At the Debtors' request, and in
order to enable the Debtors to meet non-extendable tax filing
deadlines, Deloitte continued to provide property tax services
since the Petition Date.

The Debtors want Deloitte to:

       (1) provide audit and accounting services with respect to
           financial statements they prepared for the fiscal year
           ended December 29, 2002, and thereafter, and related
           services;

       (2) provide audit services in connection with audits of
           the Rainbow Division statement of assets and
           liabilities as of October 5, 2002, and the statements
           of revenues and expenses for the 40 weeks ended
           October 5, 2002, and the 52 weeks ended December 29,
           2001, and related services;

       (3) implement procedures relating to consents for the use
           of the auditors' opinions or reports in the
           registration statements or offering documents;

       (4) implement procedures relating to agreed-upon procedure
           letters related to financial disclosures or financial
           activities;

       (5) implement procedures with respect to compliance
           letters related to debt covenants or other agreements;

       (6) research and advise regarding accounting or tax
           estimates, principles, methods, alternatives,
           interpretations, or implementation;

       (7) assist them with financial disclosure research
           and consultation in connection with the Debtors'
           quarterly or annual filings with Regulatory agencies;

       (8) assist them with internal control system research and
           consultation;

       (9) assist them with respect to their personal and real
           property tax compliance obligations, including those
           relating to financial disclosure, tax requirements of
           federal, state or local authorities, tax court
           decisions or interpretations;

      (10) prepare more than 200 personal property tax returns;

      (11) assist them in their real and personal property
           valuation appeals;

      (12) receive, review and transmit to them individual
           personal property and real estate valuation invoices
           for payment;

      (13) assist them in real and personal property tax matters
           relating to inquiries from local tax assessors and
           with real estate reviews or real and personal property
           tax audits and appeals;

      (14) assist them in connection with certain pre-tax
           planning matters as mutually agreed; and

      (15) render other audit, accounting, and property tax
           services or other assistance as their management or
           counsel may request.

Deloitte will be compensated at its normal hourly rates for the
engagement team.  Deloitte will also be paid a contingency fee
for property tax consulting services equal to a percentage of any
tax savings.

The firm's hourly rates are:

            Partner, Principal and Director    $350 - 620
            Senior Manager                      275 - 500
            Manager                             240 - 450
            Senior Staff                        185 - 350
            Staff                               140 - 275
            Paraprofessional                     75 - 125

While Deloitte is a disinterested person within the meaning of
Section 101(14) of the Bankruptcy Code, Edward Crater, a partner
in Deloitte's Dallas, Texas office, admits that Deloitte or its
affiliates provide professional services to numerous parties
interested in these cases, like JPMorganChase, Deutsche Bank,
Abbey National Bank, Barclays Bank, and American Express -- but
only in matters unrelated to these Chapter 11 cases.  Further,
Deloitte provides professional services to an officer of Fleming.  
Baker Botts LLP has provided and currently provides legal
services to Deloitte.  Baker Botts also represents Fleming in
litigation brought by third parties in which Deloitte is a
defendant.

Further, Deloitte has business relationships in unrelated matters
with its principal competitors -- the other "Big Four" accounting
firms, including PricewaterhouseCoopers LLP and Ernst & Young LLP
-- which have been identified by the Debtors as their service
providers in these Chapter 11 cases.

Deloitte is currently owed less than $50,000 by the Debtors for
its prepetition services.  Deloitte agrees to waive this
prepetition claim.

Deloitte was paid $2,123,000 by the Debtors within the 90-day
prepetition preference period, of which $250,000 was a
prepetition retainer for audit services and $134,650 represented
a prepayment retainer for property tax services.  Of these
prepetition retainer amounts, $350,000 remains unapplied to
services rendered prepetition.  Deloitte will ask Judge Walrath's
permission to use its unapplied retainer as an offset against its
first interim fee application.  Deloitte has been paid $4,732,000
by the Debtors in calendar year 2002.

Deloitte received $50,000 for prepetition tax services pertaining
to research and development tax creditors.  The remaining $50,000
portion of the $100,000 total maximum contingent fee has not been
billed.

                      U.S. Trustee Objects

It is unclear whether the proposed engagement complies with
Sections 201 and 202 of the Sarbanes-Oxley Act of 2002, Roberta
A. DeAngelis, the Acting United States Trustee for Region 3,
complains.  The U.S. Trustee asserts that more information is
needed regarding the nature of the consulting services to be
provided, or whether certain pre-approval requirements of the Act
have been met, before the appropriateness of the engagement can
be properly evaluated.  Additional information is also required
to determine whether any conflicts of interest exist which may
disqualify Deloitte from representing the Debtors.

Specifically, it is disclosed that certain shareholders have
commenced litigation against Deloitte pertaining to certain of
Deloitte's prepetition services for the Debtors.  The U.S.
Trustee explains that more information is needed to determine
whether Deloitte's interests may be adverse to the Debtors in
this litigation.

More information is also needed with respect to the disclosure
that Deloitte is represented by Baker Botts LLP, who also
represents the Debtors in litigation in which Deloitte is a
defendant.  It is not clear whether Baker Botts' representation
of Deloitte is also related to this litigation.

More information is needed with respect to the $2,123,000
payments made to Deloitte within 90 days of the Petition Date to
determine whether those payments may constitute a preference
under Section 547(b) of the Bankruptcy Code, and whether Deloitte
satisfies the requirements set forth in Section 327(a), which
provides that the Debtors may employ only those professionals who
are "disinterested persons."

The parties' engagement letter provides that "it is understood
and agreed that each of the parties hereto is an independent
contractor and that neither party is, nor shall be considered to
be, an agent, partner, fiduciary, joint venturer, or
representative of the other."  To the extent this provision
attempts to waive any fiduciary duties to the Debtors and their
estates, the U.S. Trustee contends that the provision is
inconsistent with the Bankruptcy Code.  A professional employed
on behalf of a debtor-in-possession under Section 327(a) owes
fiduciary obligations to the debtor and its creditors to act
solely in the best interests of the estate.  This provision
should be stricken or modified so as to be consistent with the
Bankruptcy Code.

The U.S. Trustee leaves the Debtors to their burden of proof.  
The U.S. Trustee also reserves her discovery rights. (Fleming
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FRANK'S NURSERY: Nov. 2 Balance Sheet Upside-Down by $716,000
-------------------------------------------------------------
Frank's Nursery & Crafts, Inc. (OTC:FNCN) reported a net loss of
$14.5 million for the twelve weeks ended November 2, 2003 compared
to a net loss of $16.0 million for the twelve weeks ended
November 3, 2002. The Company reported a net loss before
reorganization items and income taxes of $10.5 million for the
forty weeks ended November 2, 2003 compared to a net loss before
reorganization items and income taxes of $38.8 million for the
forty weeks ended November 3, 2002.

Net sales for the twelve weeks ended November 2, 2003 were $40.3
million compared to $39.6 million for the corresponding period in
2002, a comparable store increase of 1.7%

Net sales for the forty weeks ended November 2, 2003 were $248.3
million compared to $239.7 million for the corresponding period in
2002, a comparable store increase of 3.6%.

The Company's November 2, 2003 balance sheet shows a working
capital deficit of about $16 million, and a total shareholders'
equity deficit of about $716,000.

Additionally, Franks Nursery and Congress Financial have entered
into an amendment to the current revolving credit facility which
will eliminate the accounts payable to inventory ratio covenant
through the rest of this fiscal year. The amendment also provides
for the accounts payable to inventory ratio covenant to be reset
for the accounting periods in the fiscal year ended January 30,
2005.

Franks Nursery is the nation's largest lawn and garden specialty
retailer and operates 170 stores in 14 states. Franks Nursery is
also a leading retailer of indoor garden products and accessories,
including silk floral arrangements, as well as Christmas decor
merchandise.


GENUITY: Obtains Judge Beatty's Nod for ICG Settlement Pact
-----------------------------------------------------------
Prior to the Genuity Inc. Debtors' sale of their operating assets
to Level 3 Communications, Inc., Genuity Solutions was engaged,
among other things, in the business of providing dial-up modem
Internet access services and Internet backbone services to its
customers.

On September 13, 2000, ICG Consolidated, Inc., formerly known as
ICG Datachoice Network Services LLC, and Genuity Solutions
entered into a Network Services Agreement, under which Genuity
Solutions agreed to purchase, and ICG agreed to provide, certain
bundled managed modem dial-up services over a five-year term of
the Agreement.  The Agreement obligated Genuity Solutions to a
minimum of five-year purchase commitments.  

As a condition precedent to Genuity Solution's obligation to
order Services under the Agreement, ICG was required to
successfully conduct and complete beta testing of the Services to
demonstrate that ICG could provide the Services set forth in the
Agreement, at appropriate performance levels.  In order to
successfully complete beta testing, the Services provided by ICG
were required, among other things, to meet certain objective
criteria -- the "Acceptance Criteria" -- commonly used in the
industry, and to complete the beta testing, within a period of 60
days from the date of the Agreement, with up to three extension
periods of an additional 30 days each to remedy any failure to
meet the Acceptance Criteria.

Under the Agreement, D. Ross Martin, Esq., at Ropes & Gray, in
Boston, Massachusetts, recounts that Genuity Solutions was
obligated to provide ICG with the necessary architectural,
technical and equipment specifications to conduct the beta
testing so that ICG could test its Services on the configurations
and equipment that Genuity Solutions actually intended to use.

On November 14, 2000, two months after the execution of the
Agreement, ICG filed a petition for reorganization under Chapter
11 of the Bankruptcy Code in the United States Bankruptcy Court
for the District of Delaware.  During the course of those
proceedings, ICG continued to operate its business under Chapter
11 and obtained debtor-in-possession financing to provide funding
for its operations.

Although Genuity Solutions began delivering some of the
architectural and technical specifications needed to begin beta
testing as early as August 2000, it is undisputed that the beta
testing was never begun.  Genuity Solutions believed that ICG
breached the Network Services Agreement by failing to carry out
the beta testing of the Services as required by the Agreement,
and that the failure was ICG's fault.  ICG, on the other hand,
claims that it was never able to conduct the beta testing because
Genuity Solutions failed to provide it with the architectural,
technical and equipment specifications that it was allegedly
required to provide under the Network Services Agreement, and
failed to respond to inquiries and requests from ICG.

On April 18, 2001, Genuity Solutions gave ICG notice that it was
terminating the Agreement.  Subsequently, Genuity asked the
Delaware Bankruptcy Court to lift the automatic stay, for the
purposes of terminating the Agreement.  Ultimately, ICG agreed to
terminate the Agreement, with each party reserving its rights
against the other.  On July 13, 2001, the Delaware Bankruptcy
Court entered an Order terminating the Agreement.

                    The Colorado Litigation

ICG commenced a lawsuit against Genuity Solutions on January 10,
2002, in the United States District Court for the District of
Colorado.  In the Colorado Action, ICG asserted causes of action
against Genuity Solutions for breach of contract, anticipatory
breach of contract, and breach of the covenant of good faith and
fair dealing.

The Colorado Action was based on ICG's contention that Genuity
Solutions failed to provide ICG with the architectural,
technical, and equipment specifications necessary for ICG to
conduct the beta testing and that, therefore, Genuity Solutions
prevented ICG from performing under the Agreement.

On January 31, 2002, Genuity Solutions filed an Answer and
Counterclaim in the Colorado Action, asserting that:

   (a) Genuity Solutions provided ICG with all the necessary
       equipment and technical specifications that ICG needed to
       conduct the beta testing or otherwise perform under the
       Agreement;

   (b) ICG's failure to perform under the Agreement was not
       caused by Genuity Solutions; and

   (c) ICG's failure to perform under the Agreement constituted a
       material breach that gave Genuity Solutions the right to
       terminate the Agreement.

The Counterclaim, Mr. Martin continues, also sought recovery of
damages in excess of $75,000, exclusive of interest, costs and
attorneys fees for ICG's alleged breach and anticipatory breach
of the Agreement.

On November 27, 2002, the Debtors, including Genuity Solutions,
filed their Chapter 11 petitions.  Pursuant to Section 362 of the
Bankruptcy Code, the Colorado Action was automatically stayed as
a result of those filings.  On February 25, 2003, ICG asked the
Court to lift the automatic stay to allow the Colorado Action to
proceed before the District Court in Colorado.  The Court denied
ICG's request.

At the time the Debtors filed their Chapter 11 petitions with the
Court, the Colorado Action was in the discovery phase, and no
substantive motions had been litigated.  However, in that Action,
the parties had taken and exchanged substantial discovery.  Mr.
Martin relates that the parties had each produced substantial
documents pursuant to document requests served by the other side
and the parties had taken seven depositions, including three to
four depositions of each side.  

As the result, the Debtors and ICG are each well informed of the
positions of the other side and the facts and issues material to
the claims and defenses of each of the parties.

It was undisputed, Mr. Martin contends, that ICG never performed
the beta testing under the Agreement since the successful
completion of which was a condition precedent to Genuity's
obligation to order Services.  ICG asserts a claim against
Genuity Solutions for $35,412,983 in damages resulting from
Genuity Solutions' alleged failure to provide ICG with the
necessary equipment and specifications to perform the beta
testing.

The Debtors asserted that Genuity Solutions provided ICG with the
equipment and technical specifications needed to conduct the beta
testing, or otherwise allow ICG to perform under the Agreement,
beginning August 2000, and that ICG never began, let alone
completed, the beta testing.  The Debtors also asserted that,
prior to the termination of the Agreement, ICG repeatedly
requested Genuity Solutions to allow ICG to change the equipment
called for by the Agreement, as well as the services that ICG had
agreed to provide to Genuity Solutions from managed modem
services to PRI, a less expensive service for ICG to provide.  
The Debtors alleged that ICG's failure to perform under the
Agreement resulted from ICG's inability to procure the equipment
necessary to conduct the beta testing and from ICG's realization
that performing under the Agreement would not be economically
beneficial to ICG, not from Genuity's alleged failure to provide
ICG with the necessary specifications to conduct the beta
testing.  The Debtors also believe that ICG breached the
Agreement by failing to provide prior written notice of an intent
to change the ICG Project Executive.  The Debtors also disputed
the alleged damages claimed by ICG.

On the other hand, ICG contends that:

   -- in order to conduct the beta testing, it required
      architectural, technical and equipment specifications,
      which Genuity Solutions was obligated to provide under the
      Agreement and which ICG requested from Genuity Solutions
      but never received;

   -- Genuity Solutions was responsible for specifying the
      geographical location of the beta tests so that testing
      could occur in a location and market that was
      representative of Genuity Solutions' actual needs;

   -- Genuity Solutions never specified the equipment that it
      wanted to use for the beta testing, never made a definitive
      election of the equipment that it wanted to use because of
      uncertainty within Genuity Solutions, failed to provide ICG
      with the geographical test site and failed to provide the
      required specifications for the beta testing;

   -- it made repeated requests for information and the Genuity
      Solutions failed to respond to its requests;

   -- it received sufficient debtor-in-possession financing in
      its Chapter 11 case to continue to perform the Agreement
      and that it was, in fact, ready willing and able to do so;
      and

   -- the alleged failure of Genuity Solutions to provide the
      information, which it allegedly requested was the result of
      a decision by the Debtors to prevent the beta testing from
      taking place and thereby justify termination of the
      Agreement.

                          The ICG Claim

On April 17, 2003, ICG filed Claim No. 4041, as a general
unsecured claim for $35,412,983.  The ICG Claim sought damages
against Genuity Solutions for breach of the Network Services
Agreement and lost profits.

On March 31, 2003, ICG Telecom Group, Inc. filed Claim No. 1126
against the Debtors for $95,433 for certain services provided by
ICG to Genuity Solutions.  

Mr. Martin informs the Court that the ICG Claim is listed on
Genuity Solutions' Schedules as contingent, unliquidated and
disputed.  Accordingly, pursuant to the Voting Procedures Order,
the ICG Claim has been temporarily allowed for voting purposes
only at $1.

                        Parties Stipulate

In connection with the pending litigation and claims between the
parties, the Debtors and ICG engaged in settlement discussions.  
Consequently, the parties executed a Stipulation of Settlement,
under which the parties agreed that:

A. ICG will have an allowed, general unsecured non-priority claim
   against Genuity Solutions for $17,500,000, which is less than
   half of the claim asserted by ICG, in full and complete
   satisfaction of any and all claims ICG has against the
   Debtors;

B. Notwithstanding the amount of its allowed claim, ICG will not
   be entitled to and will not receive any distribution on
   account of its allowed claim in excess of $4,000,000, and that
   any distribution in excess of that amount will be returned to
   the estate; and

C. ICG will release all other claims against the Debtors, other
   than the ICG Telecom Group Claim, which will be limited to
   $95,434, and the Debtors will release all claims against ICG
   and their officers, directors, employees and agents.

Judge Beatty approves the Stipulation of Settlement between ICG
and the Debtors in its entirety. (Genuity Bankruptcy News, Issue
No. 24; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GEORGIA-PACIFIC: Closes $500 Million 8% Senior Debt Offering
------------------------------------------------------------    
Georgia-Pacific Corp. (NYSE: GP) closed its senior notes offering
consisting of $500 million of 8 percent, 20-year senior notes due
2024, at par.

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

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

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


GLOBAL CROSSING: ACM Analyzes Marketplace Impact of Emergence
-------------------------------------------------------------
ACM Dataline Analysis releases its report on the marketplace
impact of Global Crossing's emergence from bankruptcy.

                           Background:

Global Crossing is emerging from Chapter 11.

                           Analysis:

It was no secret that several large, bankrupt carriers were
restructuring to emerge from Chapter 11 and the effects of these
efforts will impact the competitive long distance industry. The
question was not whether, but when, it would happen.

The latest resurrected carrier is Global Crossing, which emerged
with financial strength on its balance sheet. Moving forward,
Global Crossing's main focus will be data and IP markets serving
the enterprise and carrier customer segments. The following is an
impact assessment measuring the effects of this event on the long
distance marketplace and what it means to Global Crossing from a
market share perspective:

Global Crossing is expected to generate about $2.2 billion in long
distance revenues in the United States in 2003, seizing about 2.9
percent of the U.S. long distance market, according to
ATLANTIC-ACM analyses. GX's total long distance revenues are
expected to grow to $2.7 billion by 2008, representing a market
share of approximately 3.4 percent.

Data and IP services will fuel GX's growth. ATLANTIC-ACM
anticipates that GX's U.S. long haul data and IP revenues will
grow at a Compound Annual Growth Rate of 9.5 percent over the next
five years, reaching $775 million by 2008 and strengthening its
market share in this segment (long haul data and IP) to 2.3
percent. As for U.S. retail data and IP, ATLANTIC-ACM expects GX
to grow at a CAGR greater than 10 percent, reaching $557 million
-- a 2.1 percent market share -- over the same time period.

However, the voice side of the company presents a different
profile. First, GX is better positioned in the U.S. long distance
voice market than it is in the data market, as it currently
generates about $1.7 billion (3.5 percent market share). By 2008,
revenues will be approximately $2 billion, which ATLANTIC-ACM
estimates will represent a market share of 4.2 percent. Aggressive
pricing has long been a weapon used by GX to secure business.
Since GX has now emerged with a strong balance sheet (dramatically
reduced debt), the company is free to pursue aggressive pricing
strategies to capture customers.

On the wholesale side of the fence, it is important to note that,
in contrast to its position in the data and IP markets, growth of
the long distance voice market for GX will be fueled by its
wholesale operations, which are expected to blossom at a CAGR (03-
08) exceeding 4 percent, reaching $1.5 billion and capturing a 12
percent market share. Small resellers are becoming increasingly
price-sensitive and represent a potentially lucrative sweet spot
for GX.

                         The Bottom Line:

GX is emerging with a strong financial profile -- combining
dramatically reduced debt (from $11 billion to $200 million) with
aggressive CapEx reduction (which helps to solidify the
profitability outlook for GX). Since this opens the door to
aggressive pricing, the majority of GX's gains over the next
several years will be at the expense of entrenched carriers that
were able to financially withstand the shakeouts.

However, competitors should not dive directly into pricing wars as
this will not benefit them or others in the marketplace. Instead,
they should explore options that are easier on the bottom line,
such as margin-sharing business models and other creative avenues.
Further, it is important to maintain as much margin as possible as
the largest bankrupt player is expected to emerge next year.

Boston-based ATLANTIC-ACM is a leading provider of strategic
research and consulting services serving the telecommunications
and information industries. The company assists clients in
evaluating telecommunications opportunities for successful
investment, market entry and long-term planning. For more
information, visit ATLANTIC-ACM's Web site at
http://www.atlantic-acm.com/


GOODYEAR TIRE: Accounting Issues Spur S&P's Neg. Implications
-------------------------------------------------------------  
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating and other ratings on Akron, Ohio-based Goodyear Tire
& Rubber Co. on CreditWatch with negative implications following
the company's announcement that an ongoing internal investigation
has identified possible improper accounting issues in Europe. The
magnitude or extent of the accounting issues has not been
determined.

Goodyear has total debt of about $6 billion (including operating
leases and sold accounts receivable) and underfunded pension and
postemployment benefit obligations of $4.8 billion as of Dec. 31,
2002.

"The announcement raises potential accounting concerns in a
Goodyear operation that has been seen as solidly profitable," said
Standard & Poor's credit analyst Martin King. "Ratings could be
lowered if the investigation results in material accounting
adjustments, leading to substantial financial reporting delays, or
have a negative impact on the company's prospective liquidity and
access to capital."

At a minimum, Goodyear will delay the filing of its amended 2002
Form 10-K/A with the U.S. SEC until a review into those issues is
completed, which will not occur in 2003. As a result, Goodyear may
be unable to meet an obligation to the United Steelworkers of
America to raise $250 million in debt and $75 million in equity-
linked financing by year-end. The company has said that the recent
contract gives the USWA the right, but not the obligation, to
strike following a grievance process should Goodyear not complete
these financings by the end of the year. Goodyear has begun
discussions with the Steelworkers to discuss various options.
The impact on existing financing arrangements is uncertain.

In October 2003 Standard & Poor's indicated that Goodyear's plans
to restate its financial results dating back to 1998 because of
U.S. accounting errors would have no immediate effect on the
company's credit rating or outlook. In contrast, the revelation of
possible improper accounting in Europe is more serious.


GLOBO COMMUNICACOES: Involuntary Case Summary
---------------------------------------------
Alleged Debtor: Globo Communicacoes e. Participacoes S.A.
                Avenida Afranio de Melo Franco, 135
                4th Floor
                Rio de Janeiro, RJ 22430
                Brazil

Involuntary Petition Date: December 11, 2003

Case Number: 03-17814

Chapter: 11

Court: Southern District of New York (Manhattan)

Judge: Carter Beatty

Petitioners' Counsel: Bonnie Steingart, Esq.
                      Fried, Frank Harris Shriver & Jacobson
                      One New York Plaza
                      New York, NY 10004
                      Tel: 212-859-8004
                      Fax: 212-859-8585

Petitioners: GMAM Investment Trust Funds I
             Michael Connors
             State Street Bank & Trust Company
             MasterTrust Services Division
             PO Box 1992
             Boston, MA 02101

             Foundation for Research
             C.W. Wellen
             402 North Division Street
             Carson City, NV 89703

             WRH Global Securities Pooled Trust
             William J. Connors
             67 Park Place
             Morristown, NJ 07960
                                  
Aggregate Amount of Claims: $94,296,000


GRUPO IUSACELL: Proposes One-For-Twenty Reverse Stock Split
-----------------------------------------------------------
Grupo Iusacell, S.A. de C.V. (BMV: CEL, NYSE: CEL) announced that
its Series A and Series V shares will be exchanged on December 19,
2003 for new common, ordinary, registered shares with no par value
at a ratio of 20 Series A or Series V shares to 1 new share.  
Iusacell will not issue fractional shares.

Accordingly, fractions of new shares will be paid off at a price
equal to the opening market price quoted on the Mexican Stock
Exchange on October 17, 2003, for each of the Series A or Series V
shares.

The exchange is subject to obtaining the required approvals from
the Mexican National Securities and Banking Commission.

Further questions from shareholders should be addressed to Mr.
Mauricio Martinez Gonzalez, at 01 (52) 55 52 67 45 00 or
mmg@jnnr.com.mx or to Mr. Carlos Moctezuma, at 01 (52) 55 51 09 44
00 or carlos.moctezuma@iusacell.com.mx.

Grupo Iusacell, S.A. de C.V. is a wireless cellular and PCS
service provider in seven of Mexico's nine regions, including
Mexico City, Guadalajara, Monterrey, Tijuana, Acapulco, Puebla,
Leon and Merida. Iusacell's service regions encompass a total of
approximately 92 million POPs, representing approximately 90% of
the country's total population.


HASBRO INC: Board Declares Quarterly Dividend Payable on Feb. 16
----------------------------------------------------------------
Hasbro, Inc. (NYSE:HAS) announced that its Board of Directors has
declared a quarterly cash dividend of $0.03 per common share. The
dividend will be payable on February 16, 2004 to shareholders of
record at the close of business on February 2, 2004.

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.


HOUSING SECURITIES: Fitch Affirms Class B1 Notes' Rating at BB
--------------------------------------------------------------
Fitch Ratings has upgraded 3 classes and affirmed 56 classes of
the following Housing Securities, Inc. mortgage-pass through
certificates:

        Housing Securities, Inc. Mortgage Pass-Through
        Certificates, Series 1994-1

               -- Class A1-A16 affirmed at 'AAA';
               -- Class A-M1 affirmed at 'AAA';
               -- Class A-M2 affirmed at 'AA+';
               -- Class A-M3 affirmed at AA-'.

        Housing Securities, Inc. Mortgage Pass-Through
        Certificates, Series 1994-2

               -- Class A1-A3 affirmed at 'AAA';
               -- Class M1 upgraded to 'AAA' from 'AA';
               -- Class M2 upgraded to 'AA+' from 'AA-';
               -- Class M3 upgraded to 'AA-' from 'BBB';
               -- Class B1 affirmed at 'BB'.

        Housing Securities, Inc. Mortgage Pass-Through
        Certificates, Series 1994-3

               -- Class A1 -A9 affirmed at 'AAA'

        Housing Securities, Inc. Mortgage Pass-Through
        Certificates, Series 1993-E

               -- Class E1-E15 affirmed at 'AAA'

        Housing Securities, Inc. Mortgage Pass-Through
        Certificates, Series 1993-G

               -- Class G1 -G9 affirmed at 'AAA'

The upgrades reflect an increase in credit enhancement relative to
future loss expectations and the affirmations on the above classes
reflect credit enhancement consistent with future loss
expectations.


IMAGEMAX: Completes $500K Working Capital Financing Arrangement
---------------------------------------------------------------
ImageMax, Inc. (OTCBB:IMAG) completed a transaction with its
subordinated debt holders, TDH III, L.P., LVIR Investors Group, LP
and Robert E. Drury to provide the Company with $500,000 in
working capital financing and an extension of the subordinated
debt maturity from February 15, 2004 to April 30, 2004.

In addition, the Investors provided $100,000 of credit enhancement
to support expanded senior borrowing availability. This additional
financing bears interest at a rate of 9%, is secured by a junior
lien on the Company's assets and matures on April 30, 2004.

In connection with this new working capital, the Company has also
reached an agreement to amend its Forbearance Agreement with its
senior lenders, Commerce Bank, NA and FirsTrust Bank. The
amendment is necessary as the Company is in default of certain
financial covenants under its Revolving Credit Line. The key
provisions of the amendment are that the Senior Lenders will
continue to forbear from exercising their rights under the
Revolver, expand the Company's borrowing availability on the
Revolver by $100,000, and extend the maturity on the Revolver from
January 15, 2004 to March 31, 2004.

As a condition of the foregoing, the existing Subordination
Agreement between the Senior Lenders and the Investors was amended
to provide for the Investors to exercise their existing Additional
Warrants to purchase 8.4 million shares, which represents voting
control of the Company. In accordance with the terms of the
Additional Warrants, the purchase price for the warrant shares was
80% of the closing price on December 11, 2003 and was paid for
through the tender of non-recourse notes secured only by the
warrant shares. The Company did not receive any cash proceeds from
the exercise of the Additional Warrants.

In connection with these transactions, J.B. Doherty, General
Partner TDH III, LP, was appointed Chairman of the Board of
Directors and Chief Executive Officer and Mark Glassman was
appointed President and Chief Operating Officer.

Mr. Doherty commented, "This transaction eliminates the threat of
liquidation, provides an immediate infusion of working capital,
and is the important first step in the process of refinancing the
senior bank debt. While 2003 has been a difficult year for the
Company, the Investors continue to have confidence in the Company
and its management and look forward to seeing improved financial
strength through operations in 2004."

ImageMax is a national provider of document management services
and products that enable clients to more efficiently capture,
index, and retrieve documents across a variety of media, including
the Internet through its web-enabled document storage and
retrieval product, ImageMaxOnline. The Company operates from 26
facilities across the United States.


INTERNATIONAL STEEL: Caps Price of Initial Public Offering
----------------------------------------------------------
International Steel Group Inc. (NYSE: ISG ) announced that its
initial public offering of 16,500,000 shares of common stock has
been priced at $28.00 per share.  

All the shares of common stock to be offered by ISG will be newly
issued shares and no current stockholders will sell common stock
in the offering.

Goldman, Sachs & Co. and UBS Securities LLC are acting as joint
book-running lead managers of the initial public offering and
JPMorgan, Bear, Stearns & Co. Inc. and CIBC World Markets are
acting as co-managers of the initial public offering.  A
prospectus relating to the offering may be obtained, when
available, from Goldman, Sachs & Co., Prospectus Department, 85
Broad Street, New York, NY 10004, or UBS Securities LLC, ECMG
Syndicate Department, 299 Park Avenue, New York, NY 10171.  An
electronic copy of the prospectus will also be available from the
Securities and Exchange Commission's Web site at
http://www.sec.gov/

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


IRWIN TOY: Returns to Family Ownership, One Year After Collapse
---------------------------------------------------------------
Nearly 12 months to the day after Irwin Toy, Canada's oldest and
largest toy company announced it was seeking protection from its
creditors -- a process which eventually led to the loss of over
300 jobs and the collapse of the 76 year old company -- the
venerable name and famous logo is re-emerging as the registered
brand name of itoys inc., a Toronto-based firm wholly owned and
operated by George and Peter Irwin, sons of the original Irwin Toy
Company's chairman, Mac Irwin.

The announcement adds yet another chapter to the tumultuous
history of Irwin Toy over the past three years. And it is indeed a
remarkable industry story, as prospects for the famous company
rose and fell with dramatic speed.

The first glimmering of trouble began when a dispute over the
future direction of the company in late 1999 resulted in the
resignation of several, long-standing Irwin family executives, but
left George M. Irwin as President and CEO of Irwin Toy; a position
he had held over the previous decade. But internal resistance to a
major marketing transformation and a new, international sales
initiative ultimately led to the resignation of George Irwin in
November of 2000. Unable to find a suitable candidate to replace
Mr. Irwin, a decision was then made by the company's Board of
Directors to sell the publicly-traded company in the early part of
2001. In March of that year, it was announced that Irwin Toy had
been sold to LivGroup Investments Inc., a well-known,
privately-owned Canadian investment firm. The sale ended the 75
year control of the company by the Irwin family - at least,
temporarily.

Billing itself as the New Irwin Toy, Livgroup aggressively
restructured the executive management of the company, and invested
heavily in a bid to position Irwin Toy as a major contender in the
international marketplace. Plagued by manufacturing and delivery
problems and an increasing debt-load to suppliers and creditors,
the New Irwin Toy filed for bankruptcy protection in December of
2002, little more than 18 months after purchasing the famous
Canadian toy company. At the time of the Livgroup purchase in
March of 2001, the company had been posting growing profits to its
shareholders.

"But that was then, and this is now!" says an energetic George
Irwin, the original company's last family President and CEO. In
partnership with brother, Peter Irwin, the venerable Irwin Toy
name has been resurrected once again, and back in the hands of the
family that made it famous. In a recent interview, George Irwin
commented on his family's long-standing reputation in the toy
industry and the company's third reincarnation in as many years.

"In some ways it is as if we have found ourselves reliving the
life of our grandfather," says Irwin. "Sam Irwin started the
original Irwin Toy back in the 1920's with little more than a
kitchen table and a suitcase full of novelties. During the
following 50 years, he and his two sons, 'Mac' and Arnold Irwin
worked to build what became Canada's largest and most successful
toy company."

Going public in 1969, the company then adopted a novel investment
program, selling special shares to children. An annual children's
shareholder meeting, adorned with a kid's dreamland of new Irwin
Toy products, became a major, annual media event attended by
thousands of young investors with parents in tow. (at the time of
the sale of the company to Livgroup in 2001, there were well over
15,000 registered junior shareholders).

"When the family heard the news that the New Irwin Toy had filed
for bankruptcy, we were all deeply saddened. During our 75 year
tenure, our employees were like family, and we sadly regretted the
news that all of these people - people we had worked with for
years - were now suddenly without employment. It was then and
there that my brother, Peter and I decided that this was a golden
opportunity to rebuild from scratch. We have more than just the
kitchen table and the suitcase of our grandfather, but we're
small, and just beginning the process of re-starting a company
which is a household name to most Canadians."

Incorporated under the name 'itoys', the Irwin Toy name will now
become a brand name for the new company's products.

"There is 75 years worth of equity in that name, and an enviable
reputation which we would like to continue." comments the youthful
looking, 53 year old CEO of the new itoys Inc. "Peter and I
literally grew up in this business, and we think our experience
and contacts within our industry will serve us well in bringing to
market some excellent, new products, as well as continuing to
market Irwin Toy products that were constant bestsellers in the
past. We have received a lot of positive feedback and support from
customers, inventors, suppliers and industry associates which is
very encouraging as we forge ahead with the new company. It
requires, I think, a unique set of talents for a Canadian company
to successfully market toys in the international market. There's
some steep and powerful competition out there, and knowing what to
market and how best to leverage your knowledge and assets is
something we feel very comfortable about. We did it before, and we
are very excited about the chance to do it again. It's been really
gratifying; all the support we've been receiving, and that means a
lot to us. Many former employees and associates have been lending
a hand where they can, and that has given both Peter and me a lot
of encouragement that we are on the right path."

From towering offices and warehouse facilities covering literally
acres of prime Toronto, real-estate, the new itoys Inc. is now
located a few blocks from its predecessor and occupies only a
fraction of its former vast office space. "Still," smiles George
Irwin, "I did manage to rescue all our original executive office
furnishings. It's reassuring to sit at the same desk I occupied as
CEO and President of the original Irwin Toy, and reminds me that
there is a good future in the cards. Consumer spending is steady,
the economy both here and in the U.S. is rallying, and this is a
good time to introduce new toys under the Irwin Toy brand."

And the new products do make a positive impression. "It's a new
century, and the electronic sophistication of our new technologies
has trickled down into the toy market with some pretty amazing
results." comments brother/partner Peter Irwin who is President of
the new itoys. Case in point is the soon-to-be-launched 'I-Top' --
a far cry from the spinning tops of an earlier time. Resembling a
pocket-sized flying saucer, the I-Top features a collapsible
spindle (for easy travel in any kid's pocket) and a line of eight
LED lights mounted on the surface. Pop open the spindle, give it a
twirl, and these lights transform into a sophisticated optical
readout which displays numbers and words depending on the game-
mode the player selects. It features four different games which
players can activate including competitive games (the I-Top can
continuously read out the speed, and number of revolutions it is
making at the rate of a nano-second), plus games a player can play
against the top itself. It even has a fortune-telling mode, with a
multiple series of random answers to questions a player can ask
it. The new I-Top, which will be available in 5 different colours,
also features a series of hidden features, which will not be
advertised or mentioned in packaging. "As players get to know the
games, they'll discover these hidden features on their own," says
Peter Irwin. "It's sort of a series of secret bonus features
(known by software buffs as 'Easter eggs') which will add a level
of mystery and special mastery for the players." He declines
however to demonstrate any of these secretive electronic features.
"That we're leaving to the kids." The I-Top will be marketed and
advertised towards the older end of the kids' market, especially
the tweens. "It fits in with all the other electronic and digital
gadgetry that are part and parcel of a kid's arsenal of
sophisticated electronic products," adds Peter Irwin. Canada's
leading kids network YTV will also be hosting a special 'Spin to
Win' contest on their website, (www.ytv.com) where visitors can
actually play with the new I-TOP virtually!

Also launching in Spring 2004, are a series of 3 new drawing
systems. The "Maginetics Doodle Writer" features a special
polarised magnetic drawing screen set into a laptop-like casing.
The screen lifts open to reveal a storage compartment containing
plastic stencil sheets for tracing and 3 'magic' stamps. The
Doodle Writer will also come with two, special magnetic pens. "The
big feature here," says George Irwin, "is the ability to free-draw
and erase any part of the picture a kid draws. This is a big
advancement over earlier systems which required kids to operate
knobs to make linear drawings, or needed to be fully erased if you
made a mistake in your drawing. Now a kid can draw anything
anywhere on the screen and if there is a part they don't like,
they can just use their finger to erase it, and redraw something
better." The Doodle Writer will also come with three special
'magic' stamps. Kids can draw any pattern they want on the stamp
then press it onto the magnetic screen and the exact image is
reproduced. A special demagnetizing strip on the side of the
Doodle Writer can be used to wipe the stamp clean, and ready for
another stamp design.

Aimed at a higher-end market, will also be the Maginetics Color
Lite Writer and the Nite Lite Writer. Again, both products mimic
computer laptop or handheld designs with special, erasable
screens. The free-draw, free erase features are again present, but
employ an unique light-up screen and special colour pens. The
larger, Color Lite Writer with a 9" drawing surface features a
special swivel-hinge screen, that opens, twists and then re-
closes, screen-up. Under the screen is a compartment for the
colour pens and stencils. Battery-powered, kids can press a button
located on the casing and their colour pictures will light-up in
either a steady or flashing light mode. A retractable, easel-stand
on the back of the Color Lite Writer, allows kids to display their
drawings 'picture style'.

The smaller, Maginetics Nite Lite Writer, follows its big brother,
with the same backlit feature and 'erasable-redraw' colour
features, but is designed to be used as a 'customized' night-
light. A swivel plug on the back, can be plugged into any standard
electrical socket which can then be switched on to glow at
bedtime. "We think kids will love this special version, which
allows them to draw any colour picture they want, and then have it
as a night- light in their bedrooms - sort of their own magic
talisman against the 'boogey man'" comments George Irwin. An
assortment of additional Color Lite Writer pens will be marketed
and sold separately as replacements and additional colours for
kids to use with these drawing systems.

The new Irwin Toy 'I-Top', and 'Maginetics Writers' will be
supported by television commercials which were recently produced
in Toronto. The I-Top spot will run in media beginning in December
followed by the Maginetics Writers throughout 2004 in both the
Canadian and U.S. markets.

From what seemed like a sad ending to a famous Canadian toy
company, only a year ago, has now been transformed into a new and
exciting venture for two members of the Irwin family who seem well
on their way to re-establishing the Irwin Toy brand name and
reputation with consumers.

"They might have chopped the plant off at the surface, but the
roots are still deep and strong" muses George Irwin. "There's an
exhilaration in being able to relight the Irwin flame, and being
back at the helm of a well-known, and respected company. We're
small and compact right now, but there is a great opportunity with
'itoys' to re-establish the Irwin Toy name as one of the great
brand names in the toy industry. If George and Peter Irwin follow
in the footsteps of their father and grandfather, there's a good
chance that goal could become a reality. "It's a tough business,"
remarks George Irwin, "but we've been doing this all our lives. We
think we have a good chance to grab the ring and run with it. Our
father was a good teacher with a real nose for making and
marketing successful toys. We hope all that experience will help
us raise the flag once again, and make the Irwin Toy name a solid
part of the toy industry in the coming years."


MAGNUM HUNTER: Prices $100 Million Convert. Sr. Debt Offering
-------------------------------------------------------------
Magnum Hunter Resources, Inc. (NYSE: MHR) announced the pricing of
its private offering of $100 million aggregate principal amount of
its Floating Rate Convertible Senior Notes due 2023, pursuant to
Rule 144A under the Securities Act of 1933, as amended.  

The sale of the Notes is expected to close on December 17, 2003.  
Magnum Hunter also granted one of the initial purchasers of the
Notes a 30 day option to purchase up to an additional $25 million
aggregate principal amount of the Notes.

The Notes will bear interest at a per annum rate which will equal
three month LIBOR, adjusted quarterly.  The Notes are convertible
into a combination of cash and common stock of Magnum Hunter upon
the happening of certain events.  Upon conversion of a Note, the
holder of such Note will receive cash equal to the principal
amount of the Note and Magnum Hunter common stock for the
conversion value of the Note in excess of such principal amount.  

The conversion price for the Notes will be $12.19 per share of
Magnum Hunter common stock, which is equivalent to an initial
conversion ratio of 82.0345, subject to adjustment in certain
circumstances.  On December 11, 2003, the last reported sale price
per share of Magnum Hunter common stock on the NYSE was $8.41.

Magnum Hunter intends to use substantially all of the net proceeds
from the offering to repay outstanding indebtedness under Magnum
Hunter's revolving credit facility that was recently increased to
allow for the redemption of all of its 10% Senior Unsecured Notes
due 2007.  The Notes will rank equally and ratably with all other
senior unsecured indebtedness of Magnum Hunter.  The Notes will be
offered and sold only to "qualified institutional buyers" in
accordance with Rule 144A.

The Notes and the shares of common stock issuable upon conversion
of the Notes have not been registered under the Securities Act and
may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.  

Magnum Hunter Resources, Inc. (S&P, BB- Corporate Credit and B+
Senior Unsecured Debt Ratings) is one of the nation's fastest
growing independent exploration and development companies
engaged in three principal activities: (1) the exploration,
development and production of crude oil, condensate and natural
gas; (2) the gathering, transmission and marketing of natural
gas; and (3) the managing and operating of producing oil and
natural gas properties for interest owners.


MIDWAY AIRLINES: Court Accepts Mesa Air's $9MM Bid to Buy Assets
----------------------------------------------------------------
Mesa Air Group, Inc. (Nasdaq: MESA) announced that the court
accepted its $9.15 million bid to purchase the assets of Midway
Airlines, Inc., through Midway's Chapter 7 bankruptcy proceeding.  

The assets include Midway's operating certificate, six leased CRJ
aircraft including Midway's right to three additional leased
aircraft and two owned CRJ aircraft, all of Midway's CRJ spare
parts and support equipment, all aircraft landing and/or takeoff
slots at New York LaGuardia and Washington National airports, and
all related acquisition materials associated with the operation of
Midway's CRJ operations.  The deal is subject to a final order to
be entered by the United States Bankruptcy Court approving the
sale.

"The assets of Midway Airlines will be placed into service under
long-term revenue-guarantee contracts with our airline partners,
significantly enhancing our growth in 2004.  With our competitive,
low cost structure and our tremendous employees, these assets will
provide excellent service to our airline partners and are
anticipated to earn meaningful returns for our shareholders," said
Jonathan Ornstein, Mesa's Chairman and Chief Executive Officer.

Mesa currently operates 151 aircraft with 984 daily system
departures to 159 cities, 39 states, the District of Columbia,
Canada, Mexico and the Bahamas.  It operates in the West and
Midwest as America West Express; the Midwest and East as US
Airways Express; in Denver as Frontier Jet Express and United
Express; in Kansas City with Midwest Express and in New Mexico and
Texas as Mesa Airlines.  The Company, which was founded in New
Mexico in 1982, has approximately 4,000 employees.  Mesa is a
member of the Regional Airline Association and Regional Aviation
Partners.


MILLENNIUM CHEM: Reports Vinyl Acetate Price Increases for 2004
---------------------------------------------------------------
Millennium Chemicals (NYSE:MCH) announced the following price
increases for vinyl acetate monomer (VAM) effective January 1,
2004:

Central & South America:          US $50/metric ton

Asia, Africa & the Middle East:   US $50/metric ton

Europe (T2 material):             Euro E40/metric ton

US & Canada:                      US $0.03/lb with a $0.01/lb TVA

Millennium Chemicals -- see http://www.millenniumchem.com-- is a  
major international chemicals company, with leading market
positions in a broad range of commodity, industrial, performance
and specialty chemicals.

Millennium Chemicals is:

-- The second-largest producer of TiO2 in the world, the largest
    merchant seller of titanium tetrachloride and a major producer
    of zirconia, silica gel and cadmium/based pigments;

-- The second-largest producer of acetic acid and vinyl acetate
    monomer in North America;

-- A leading producer of terpene-based fragrance and flavor
    chemicals; and,

-- Through its 29.5% interest in Equistar Chemicals, LP, a
    partner in the second-largest producer of ethylene and third-
    largest producer of polyethylene in North America, and a
    leading producer of performance polymers, oxygenated
    chemicals, aromatics and specialty petrochemicals.

                         *   *   *

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB-' rating to Millennium Chemicals Inc.'s proposed
$125 million convertible debentures due 2023, based on preliminary
terms and conditions. Proceeds of the notes will be used to reduce
secured borrowings under committed bank facilities and to add
liquidity to refinance utilization of an existing accounts
receivables securitization facility. The notes are guaranteed by a
wholly owned subsidiary, Millennium America Inc.

At the same time, Standard & Poor's affirmed its 'BB-/Stable/--'
corporate credit rating on Millennium Chemicals Inc. and raised
the ratings on the existing $150 million revolving credit facility
to 'BB' from 'BB-', to recognize the benefits of a pending
amendment (subject to the successful sale of at least $110 million
of long-term notes) that will improve lenders prospects for full
recovery in the event of a default. Hunt Valley, Maryland-based
Millennium, with about $1.6 billion of annual sales and
approximately $1.3 billion of outstanding debt (excluding
adjustments to capitalize operating leases), is primarily engaged
in the production of commodity chemicals. The outlook is stable.


MILLENNIUM CHEM: Glacial Acetic Acid Prices to Increase in 2004
---------------------------------------------------------------
Millennium Chemicals (NYSE:MCH) announced the following price
increases for glacial acetic acid (GAA) effective January 1, 2004:

Central & South America:          US $50/metric ton

Asia, Africa & the Middle East:   US $50/metric ton

Europe (T2 material):             Euro E40/metric ton

US & Canada:                      US $0.02/lb

Millennium Chemicals (website: www.millenniumchem.com) is a major
international chemicals company, with leading market positions in
a broad range of commodity, industrial, performance and specialty
chemicals.

Millennium Chemicals is:

-- The second-largest producer of TiO2 in the world, the largest
    merchant seller of titanium tetrachloride and a major producer
    of zirconia, silica gel and cadmium/based pigments;

-- The second-largest producer of acetic acid and vinyl acetate
    monomer in North America;

-- A leading producer of terpene-based fragrance and flavor
    chemicals; and,

-- Through its 29.5% interest in Equistar Chemicals, LP, a
    partner in the second-largest producer of ethylene and third-
    largest producer of polyethylene in North America, and a
    leading producer of performance polymers, oxygenated
    chemicals, aromatics and specialty petrochemicals.


MIRANT: Seeks Clearance to Assume Zeeland Tax Abatement Contract
----------------------------------------------------------------
The Mirant Corp. Debtors seek the Court's authority to assume a
Tax Abatement Contract dated May 15, 2000, as amended, between
Mirant Zeeland LLC and the City of Zeeland, Michigan.

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, relates that the Tax Abatement Contract provides
substantial tax benefits and savings to Mirant Zeeland.  The Tax
Abatement Contract abates certain taxes that otherwise would be
payable by Mirant Zeeland to Zeeland.  For example, Mirant
Zeeland currently owes Zeeland:

   (a) $4,184,820 in prepetition taxes; and

   (b) $25,253 for prepetition utilities.

But for the tax abatement attributes of the Tax Abatement
Contract, Mirant Zeeland would owe double that amount for the
taxes.  Thus, Mirant Zeeland derives obvious and substantial tax
savings and benefits under the Tax Abatement Contract.

In its negotiation with Zeeland, Ms. Campbell reports that Mirant
Zeeland obtained a significant concession.  Section 6.E of the
original Tax Abatement Contract required Mirant Zeeland to
maintain certain employment levels in connection with its
operations in Zeeland.  Zeeland could argue that Mirant Zeeland
failed to meet the employment levels; Mirant Zeeland would
dispute that claim.  In any event, Zeeland agreed to delete
Section 6.E from the original Tax Abatement Contract and waive
any claim relating to any alleged breach in Section 6.E.

In assuming the Tax Abatement Contract, the Debtors will cure its
monetary obligations amounting to $4,387,928 that was due on
August 15, 2003.

Ms. Campbell asserts that assumption of the Tax Abatement
Contract, as amended, pursuant to Section 365(a) of the
Bankruptcy Code, should be approved because:

   (i) The Tax Abatement Contract is an executory contract;

  (ii) Mirant Zeeland receives significant tax benefits under
       the Tax Abatement Contract;

(iii) If it is terminated, Mirant Zeeland will lose the tax
       benefits of the Tax Abatement Contract going forward and
       will be required to pay taxes nearly two times higher
       than what would be required under the Tax Abatement
       Contract; and

  (iv) Mirant Zeeland agrees to cure its prepetition obligations
       under the Tax Abatement Contract. (Mirant Bankruptcy News,
       Issue No. 15; Bankruptcy Creditors' Service, Inc., 215/945-
       7000)


MIRANT CORP: Bankruptcy Court Approves Settlement with Unitil
-------------------------------------------------------------
Unitil Corporation (AMEX: UTL) -- http://www.unitil.com--  
announced that the Federal Bankruptcy Court presiding over the
Mirant (MIRKQ) bankruptcy proceeding has approved the settlement
between Unitil's New Hampshire based utility subsidiaries, Unitil
Energy Systems, Inc., and Unitil Power Corp., and Mirant's
subsidiary Mirant Americas Energy Marketing, L.P.

This settlement concerned the Portfolio Sale and Assignment and
Transition and Default Service Supply Agreement among UES, UPC and
Mirant Americas. Under the terms of the settlement, Mirant
Americas has agreed to assume and continue to fulfill its power
purchase and sale obligations under the Agreement, to cure all
pre-petition obligations, and to settle certain other disputes.
Unitil has agreed to accelerate the payment of amounts it has held
back from Mirant Americas.

"We are pleased that the Court has approved the settlement, which
resolves a major source of uncertainty for our customers while
allowing both parties to continue doing business together under a
contract beneficial to both sides," said Robert G. Schoenberger,
Unitil's Chairman and Chief Executive Officer.

Unitil is a public utility holding company with subsidiaries
providing electric service in New Hampshire and electric and gas
service in Massachusetts and energy services throughout the
Northeast. Its subsidiaries include Unitil Energy Systems, Inc.,
Fitchburg Gas and Electric Light Company, Unitil Power Corp.,
Unitil Realty Corp., Unitil Service Corp. and its unregulated
business segment Unitil Resources, Inc. Usource L.L.C. is a
subsidiary of Unitil Resources, Inc.


MORGAN STANLEY CAPITAL: Fitch Affirms BB Rating on Class F Notes
----------------------------------------------------------------
Morgan Stanley Capital I Inc.'s commercial mortgage pass-through
certificates, series 1998-XL2 $25.6 million class A-1, $467.1
million class A-2, and notional class X are affirmed at 'AAA' by
Fitch.

The following classes are also affirmed: the $75.9 million class B
at 'AA', the $42.4 million class C at 'A', the $45.9 million class
D at 'BBB', the $21.2 million class E at 'BBB-', and the $10.6
million class F at 'BB'.

The ratings affirmations are due to the stable performance of the
loans in the mortgage pool combined with limited collateral
paydown. As of the November 2003 distribution date, the collateral
balance has been reduced by 2.5%, to $688.8 million from $706.5
million at issuance. This small paydown is due to the recent
expiration of interest-only periods on five of the seven loans
(71.7% of the transaction's outstanding principal balance).

The seven mortgage loans are collateralized by three regional
malls (40%), 30 shopping centers (28%), a value-oriented regional
mall (22%), and an office building (9%). As part of the current
review, Fitch analyzed the performance of each loan and the
underlying collateral. The overall performance has improved from
issuance. Based on year-end 2002 for each loan, the weighted-
average stressed debt service ratio, using servicer net operating
income, adjusted to reflect underwritten capital expenditures and
management fees, and a Fitch stressed debt service, improved to
1.49 times from 1.47x at YE 2001 and 1.32x at issuance.

Fitch is concerned about the vacancies at the Crystal Park IV
office building, located in Arlington, Virginia, securing a $63.0
million loan (9%). US Airways originally occupied 70% of the
space, and is still the largest tenant, under leases expiring in
2008. As a result of its bankruptcy in 2002, US Airways did not
renew a lease expiring in 2002 (representing 7% of its space), and
in the second half of 2003 it gave up an additional 30% of its
space. Overall, the building is currently 76% occupied. Including
the loss of base rent and parking revenues, the Fitch-adjusted YE
2002 DSCR dropped to 1.15x from 1.57x at YE 2001. On the positive
side, the servicer reports there are several prospective tenants
for portions of the vacated US Airways space, and the building is
located in a strong market with a reported vacancy rate of 8.7%.
In addition, the original loan documentation required the borrower
to post a $1 million letter of credit at closing, and to fund a
reserve for tenant improvement/leasing commission costs if US
Airways filed for bankruptcy protection. The balance in the
reserve account currently is approximately $3.5 million, which
will continue to increase as deposits of net cash flow are made,
until the balance reaches $6 million. Fitch will closely watch the
building's re-leasing progress over the next several months.

The strength of this transaction is based on the steady
performance of the remaining six loans, each of which has improved
since underwriting. The largest loan in the transaction, Grapevine
Mills (22.2%), is collateralized by a super regional 'value-
oriented' mall located near the Dallas/Fort Worth airport. The
DSCR based on YE 2002 results improved to 1.49x from 1.41x at YE
2001, and the current DSCR reflects a 13% increase from the
underwritten cash flow. In the trailing twelve months ending
June 30, 2003 (TTM 6-03), the anchor tenant sales have increased,
although several major tenants sales and mall shop tenant sales
have decreased somewhat. In-line tenant occupancy as of June 30,
2003 has decreased by 2% to 88.6%.

The three regional malls in this transaction have also performed
well, and cash flows have increased by 8% to 20% from issuance.
The Mall of New Hampshire (14.6%) is a three-anchor center located
in Manchester, in which in-line tenant sales through TTM 6-03
exceed $400 per square foot (psf). The YE 2002 DSCR was 1.38x,
similar to YE 2001 and improved from 1.10x at issuance. Westside
Pavilion (14.2%), located in Los Angeles, California, also reports
in-line tenant sales through TTM 6-03 in the $400 psf range, and
Nordstrom's (part of the collateral) reported strong sales. The
Von's Market did not renew its lease, and this anchor space is
still vacant. Nevertheless, the YE 2002 DSCR is 1.41x compared to
1.19x at issuance. The Northtown Mall (11.5%) is a two-level, 5-
anchor mall in Spokane, Washington. Although the Emporium (9.7% of
the borrower-owned leasable area) vacated the center in May 2003,
its impact on property cash flow is not significant, as it
represented only 6% of base rents. Overall occupancy is 88.9% at
June 30, 2003, slightly up from origination. Anchor sales are flat
through TTM 6-03, as are mall shop sales, in the $300 psf range.
The YE 2002 DSCR (adjusted for the 2003 loss of Emporium) is 1.36x
compared to 1.19x at issuance.

Two loans are collateralized by pools of retail properties. The
Edens & Avant Pools I (18.1%) and II (10.2%) are secured by
anchored strip centers in the northeast (14 centers) and southeast
(16 centers), respectively. Since origination, the number of
properties in each pool has been reduced (from 15 and 21,
respectively) by substitution of newer properties which have
performed well. Both pools' cash flows have improved since
issuance; as of YE 2002, Pool I's DSCR is 1.76x, compared to 1.51x
at issuance, and Pool II's DSCR is 1.74x, compared to 1.66x at
issuance.

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


MYRTLE BEACH: Senior Rev. Bonds Ser. 2001A Gets S&P's BB- Rating
----------------------------------------------------------------  
Standard & Poor's Ratings Services has lowered its rating on the
outstanding $40,315,000 senior revenue bonds series 2001A issued
by the South Carolina Jobs-Economic Development Authority on
behalf of the Myrtle Beach Convention Center Hotel Project to
'BB-' from 'BBB-'. In addition, the outlook is revised to negative
from stable.

Standard & Poor's does not publicly rate the $22.7 million series
2001B bonds that are insured by MBIA and benefit from a limited
guaranty provided by the City of Myrtle Beach to replenish
(subject to annual appropriations) any amounts withdrawn from the
subordinate debt service reserve fund.

"The downgrade on the series 2001A bonds is a result of an
anticipated operating deficit for fiscal 2004, which ends March
31, 2004," said Standard & Poor's credit analyst Laura Macdonald.
She added, "As a result of the operating deficit in fiscal 2004,
hotel net revenues alone will not be sufficient to meet the city's
$1.8 million debt service requirement on the series 2001A bonds."

Hotel net revenues are anticipated to be sufficient to meet the
debt service on the series 2001A bonds in future years under
revised forecasts.

The hotel has sufficient capacity under the debt service reserve
fund to meet the bond payments. Currently, the debt service
reserve has a $3.3 million balance.

City management has indicated that a tapping of the reserves,
triggering an event of default is not likely to occur.

City management has indicated that they plan to restructure the
debt prior to the April 1, 2004 debt service payment, but this
still requires city council approval that has not yet been
obtained.

The estimated amount of outstanding debt affected by this rating
action is $40 million.

The negative outlook on the senior bonds is based on the ability
of the hotel to attain its revised projected financial
performance. Coverage levels lower than projected as a result of a
prolonged economic slowdown, or competitive factors that reduce
occupancy or other key revenue measures, or a failure to
restructure the debt, would result in a further rating downgrade.

Bond proceeds were used to construct a 404-room convention center
headquarters hotel in Myrtle Beach, South Carolina. Since the bond
closing in April 2001, construction proceeded on time and within
the $48 million budget, and the hotel opened at the beginning of
2003.

In addition, the city completed its planned renovations to the
convention center meeting space and public areas. The hotel is
operated as the Radisson Myrtle Beach Hotel.


NEVADA STAR: Partners with Anglo American for Alaska Project
------------------------------------------------------------
Nevada Star Resource Corp. (OTCBB:NVSRF) (TSX VENTURE:NEV) has
signed a Letter of Intent with Anglo American Exploration (Canada)
Ltd as its first option/joint venture partner in the exploration
of Nevada Star's MAN Project in Alaska -- a property with
significant potential for metals that are in high demand globally.

AAEC is a wholly-owned subsidiary of Anglo American plc, a global
leader in the mining and natural resource sectors.

The LOI outlines proposed terms for a formal option and joint
venture agreement that will be prepared, pending the positive
outcome of a 45-day period of due diligence by AAEC. The agreement
covers two areas of the MAN Project -- Fish Lake and Dunite Hill,
which make up approximately 50 percent of Nevada Star's 269 square
mile property.

As part of the agreement, AAEC will further develop what has been
indicated by exploration findings to date to be significant
magmatic nickel, copper and platinum group elements. Nickel, a
base metal which is in strong demand globally, is used in everyday
life including the manufacturing of stainless steel. The demand
for PGEs, which are key building blocks for fuel cell technology,
is expected to increase as the technology becomes more prevalent.
Fuel cells have high-tech applications ranging from powering
laptop computers to powering vehicles and homes in a way that will
reduce air pollution and dependency on foreign oil.

Under the terms of the proposed option/joint venture agreement,
AAEC can earn a 51 percent interest in the property by spending a
total of U.S. $12 million over a five-year earn-in period. Should
AAEC complete a feasibility study at its expense, they are
entitled to an additional 19 percent, making the partnership a
70/30 split. Anglo can earn an additional five percent by
arranging production financing for both parties.

"We are very pleased to be partnering with Anglo American on this
project," said Robert Angrisano, president of Nevada Star. "We
chose them due to their strength in implementing science and
technology with exploration. This joint venture is a crucial next
step in driving the project forward in a major way and signifies
the culmination of seven years of exploration and discovery on the
project."

Dr. Larry Hulbert, of the Geological Survey of Canada, has been
instrumental in finding new belts of significant mineral deposits
around the world for the past 31 years, and has been an essential
part of the MAN Project team since 1997.

"I knew right away the area was special," said Dr. Hulbert. "The
numerous mineral occurrences throughout Nevada Star's MAN project
are a once in a lifetime find for a geologist because of the
extremely high proportions of nickel and rare PGEs. Additionally,
the infrastructure, which includes highways and airstrips, is the
best I've seen in my career; and it will significantly reduce the
cost of any future development."

Bill Ellis, a Certified Professional Geologist in Alaska for 27
years added, "I've studied this particular geological system since
1993 and it is clearly one of the most exciting mining projects in
the world today. The surveys and results to date compare very
favorably to the well-known Noril'sk-Talnakh mining district in
Russia. Nickel prices have skyrocketed recently due to shortages.
In addition, when you consider the increasing demand for PGEs with
the emergence of fuel cell technology, you realize just how
important this project is. This is a complete package and a
logical choice by Anglo American."

Nevada Star's 269 square mile Alaskan property, officially called
the MAN Project, began in 1995 and is located 164 miles southeast
of Fairbanks and 248 miles northeast of Anchorage -- an area
characterized by its anomalously high nickel and PGE
concentrations.

Exploration results to date on the MAN property indicate that it
has the potential for a significant discovery of these metals,
which are in high demand but in short supply globally, especially
as the Noril'sk supply diminishes.

The MAN Project, which consists of seven distinct project areas:
Canwell, Rainy, Dunite Hill, Fish Lake, Broxson, Eureka, and
Summit Hill, is supported by a solid infrastructure: it is
accessible from two paved highways; borders the Alaska Pipeline;
and will have access to a railway line to be extended to the
nearby town of Delta Junction.

In addition to its partnership with AAEC, Nevada Star intends to
seek joint venture agreements on the other five properties that
make up the MAN project.

Nevada Star Resource Corp. is a mineral exploration company that
uses the most advanced technology to search for metals that are in
high demand, such as platinum. Platinum is key to building
hydrogen fuel cell technologies that will help to significantly
reduce air pollution and American dependency on foreign oil.
Nevada Star Resource Corp. currently has projects in Alaska,
Nevada and Utah. For more information, including maps, photos and
project descriptions, visit http://www.nevadastar.com/

                         *   *   *

As previously reported in the Troubled Company Reporter, the
Company has a history of losses and no revenues from operations
but is making preparations for a significant exploration campaign
on its MAN Ni-Cu-PGE property in Alaska. This program will include
geological, geochemical and geophysical surveys, followed by
diamond drilling. Final budgeting for this proposed program has
not yet been completed.

The Company does not currently have sufficient funds to satisfy
cash demands for operations for the next 12 months, including
general and administrative costs and the proposed exploration
program. The Company is examining two options. One would be to
option all or a part of the MAN project to a major mining company
who would then finance the required exploration. To that end, the
Company is in discussion with a number of companies.
Alternatively, the Company is examining the feasibility of making
an offshore private placement of its common stock to certain
Canadian investors under a Regulation S exemption from
registration under the Securities Act or to certain accredited
investors in the United States pursuant to Rule 506 of Regulation
D of the Securities Act. There can be no assurance that the
Company will successfully complete this offering.

Smythe Ratcliffe, Chartered Accountants of Vancouver, British
Columbia added "COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA-
US REPORTING DIFFERENCES" to it auditors report concerning
Nevada Star Resource Corporation, dated December 5, 2002.  "In the
United States, reporting standards for auditors require the
addition of an explanatory paragraph, following the opinion
paragraph, when the financial statements are affected by
conditions and events that cast substantial doubt on the Company's
ability to continue as a going concern, such as those described in
note 2 to the consolidated financial statements. Our report to the
shareholders dated December 5, 2002 is expressed in accordance
with Canadian reporting standards which do not permit a reference
to such events and conditions in the auditors' report when these
are adequately disclosed in the financial statements."


NEW CENTURY FIN'L: Board Approves Increase in Quarterly Dividend
----------------------------------------------------------------
New Century Financial Corporation (Nasdaq: NCEN) announced that
its Board of Directors has authorized an increase in the quarterly
cash dividend payment to New Century's common stockholders from
$0.10 to $0.16 per share.  

The next dividend will be paid on January 30, 2004 to stockholders
of record at the close of business on January 15, 2004.  The
declaration of any future dividends will be subject to New
Century's earnings, financial position, capital requirements,
contractual restrictions and other relevant factors.

"Increasing our quarterly dividend by 60% represents our
confidence in New Century's cash flow going forward into fiscal
2004," said Robert K. Cole, Chairman and CEO.

New Century Financial Corporation (Nasdaq: NCEN) (S&P, BB- Long-
Term Counterparty Credit and B+ Convertible Senior Notes Ratings)
is one of the nation's largest specialty mortgage companies,
providing first and second mortgage products to borrowers
nationwide through its operating subsidiaries.  New Century is
committed to serving the communities in which it operates with
fair and responsible lending practices.  To find out more about
New Century, visit http://www.ncen.com/


NRG ENERGY: Court Okays Cure Amounts for Assumed Contracts
----------------------------------------------------------
Kelly K. Frazier, Esq., at Kirkland & Ellis, in New York, reminds
the Court that the Main NRG Debtors' Plan provides for the
treatment of executory contracts and unexpired leases.  The Plan
further provides that:

   "Except as may be otherwise agreed to by the parties, within
   thirty (30) days after the Effective Date, the Debtors shall
   cure any and all undisputed defaults under any executory
   contract or unexpired lease assumed, or assumed and assigned,
   by the Debtors pursuant to Sections 7.1(a) and (b) hereof, in
   accordance with section 365(b)(1) of the Bankruptcy Code.  All
   disputed defaults that are required to be cured shall be cured
   either within thirty (30) days of the entry of a Final order
   determining the amount, if any, of the [Plan] Debtors'
   liability with respect thereto, or as may otherwise be agreed
   to by the parties."

Pursuant to Sections 105(a) and 365(b)(1) of the Bankruptcy Code,
Debtors NRG Energy, Inc., NRG Power Marketing, Inc., NRG Capital
LLC, NRG Finance Company I LLC and NRGenerating Holdings (No. 23)
B.V. ask the Court to approve these procedures for determining
the Cure Amounts under the Assumed Contracts:

   (a) Each of the counterparties to the Assumed Contracts, and
       any other parties entitled to notice, will be served with
       a copy of the Debtors' request and the schedule of Assumed
       Contracts and corresponding Cure Amounts, which will serve
       as notice to the counterparties of the proposed Cure
       Amounts;

   (b) If a party disagrees with the applicable Cure Amount
       proposed by the Debtors or otherwise asserts that any
       other amounts, defaults, conditions or pecuniary losses
       must be cured or satisfied under the Assumed Contracts, it
       must file a written objection with the Court and serve
       copies on:

          -- the Debtors,
          -- Kirkland & Ellis, LLP, the Debtors' counsel,
          -- Bingham McCutchen LLP, the Committee's counsel,
          -- Office of the United States Trustee, and
          -- any other counterparty to or other party entitled to
             notice under the applicable Assumed Contract;

   (c) Each Cure Amount Objection must state with specificity:

          (1) any and all defaults that the objecting party
              asserts must be cured;

          (2) the asserted cure amount;

          (3) a description of how the proposed cure amount is
              derived, including, without limitation, the periods
              to which the cure amount relates and the specific
              types and dates of any alleged defaults or
              pecuniary losses; and

          (4) the grounds in support thereof.

       All documents and writings amendment establishing the
       alleged cure amount claim must be attached to the Cure
       Amount Objection;

   (d) If a party agrees with the applicable Cure Amount set
       forth, no further action is required.  Unless a Cure
       Amount Objection is timely filed and served in accordance
       with the procedures set forth, all parties who receive
       actual or constructive notice will be deemed to have
       waived and released any right to assert a Cure Amount
       different from that proposed by the Plan Debtors, if any,
       and will be forever barred, estopped and enjoined from
       asserting, enforcing or claiming against the Plan Debtors
       and their estates that any additional amounts are due or
       defaults exist;

   (e) If a Cure Amount Objection is filed, the Court will set a
       hearing date to determine all objections, and will notify
       the moving and objecting parties of the date and time of
       the hearing and of the moving party's obligation to notify
       all other parties entitled to receive notice.  The moving
       and objecting parties are required to attend the hearing,
       and failure to attend in person or by counsel may result
       in relief being granted or denied upon default.  The
       disputed Cure Amount will be reserved by the applicable
       Plan Debtors pending a determination by the Court, or
       consensual resolution among the parties to the Assumed
       Contracts, of the amount;

   (f) A properly filed and served Cure Amount Objection will
       reserve the party's rights against the applicable Plan
       Debtor with respect to any dispute regarding the proposed
       Cure Amount, but will not constitute an objection to the
       confirmation of the Plan generally or to the assumption of
       the Assumed Contract, other than with respect to the
       proposed Cure Amount; and

   (g) The Debtors will pay undisputed Cure Amounts and those
       Cure Amounts, if any, that are disputed and later
       determined by a Court order or by agreement of the
       applicable parties to be allowed, in whole or in part, in
       accordance with the Plan, which payment will constitute
       full satisfaction of any claim arising from or related to
       the Assumed Contract.

Ms. Booth asserts that the proposed procedures will facilitate
the Plan Debtors' ability to timely effectuate the provisions of
the Plan providing for the assumption of executory contracts and
unexpired leases, while balancing the rights of the non-debtor
counterparties to the Assumed Contracts to notice and opportunity
for a hearing with respect to the cure requirements of Section
365(b)(1) of the Bankruptcy Code.

                          *    *    *

Several entities objected to the Debtors' request and the
proposed Cure Amounts:

   -- Oracle Corporation and Oracle Credit Corporation,

   -- Texas Eastern Transmission, LP, Egan Hub Partners, LP, and  
      Algonquin Gas Transmission Company,

   -- Niagara Mohawk Power Corporation, the Narragansett Electric
      Company, New England Power Company and Massachusetts
      Electric Company,

   -- Consolidated Edison Company of New York, Inc.,

   -- New York Independent System Operator, and

   -- Blue Earth Country.

In addition, five parties raised informal objections regarding
the proposed Cure Amounts in the Debtors' request:

   -- Calpine Corporation and its affiliates,

   -- XL Capital Assurance, Inc.,

   -- BP Products North America, Inc.,

   -- General Electric Company and General Electric International
      Inc., and

   -- Xcel Energy, Inc.

After due deliberation, the Court approved the Debtors' request,
as amended, with respect to all parties who received notice of
the Procedures and the proposed Cure Amounts, except to the New
York Independent System Operator and Consolidated Edison Company
of New York.  The proposed Cure Amounts are approved.

In their Schedule of Assumed Contracts, the Debtors listed 1,010
Contracts.  Among the Contracts with the biggest cure amounts
are:

Counterparty              Contract Name              Cure Amount
------------              -------------              -----------
MCI WorldCom              WorldCom Service Agreement    $105,417
Communications, Inc.

Time Warner Cable         Cable Television Service       141,138
Business Systems          Agreement          

United Power              Agreement regarding Anoka    2,302,803
Association               County Waste Energy Project

Anoka County, Minnesota   Service Agreement              368,242
Elk River Resource
Recovery Facility

Hennepin County,          Service Agreement              191,778
Elk River Resource
Recovery Facility

Calpine Energy            Transactions under the       7,821,316
Services                  Western Systems Power
                          Pool Management

Consol Pennsylvania       Coal Sales Agreement           108,642
Coal Company and Eighty
Four Mining Company

RAG energy sales, Inc.    Physical Coal Purchases        119,931

Texas Eastern             Capacity Release Umbrella      130,732
Transmission              Agreement

Bessemer and Lake Erie    Coal Transportation            120,672
Railroad Company; CSX     Contract
Transportation, Inc.

Sempra Energy Trading     Natural Gas Purchase           154,965
Corporation               And Sales Agreement

The Court also rules that:

   (a) With respect to each of NYISO and Con Edison, the Debtors
       will continue negotiations in an effort to reach a
       mutually acceptable Cure Amount.  Pending a mutually
       agreed resolution, the parties reserve their rights with
       respect to all amounts required to cure all outstanding
       defaults under all executory contracts and unexpired
       leases between or among the parties;

   (b) The Debtors and Calpine agree that the Cure Amount set
       forth relating to the Calpine Agreements relate only to
       the outstanding prepetition amounts under the Calpine
       Agreements.  The applicable Debtor is directed to make all
       postpetition payments of undisputed amounts due under the
       Calpine Agreement, if any, in the ordinary course of
       business; and

   (c) The Debtors will pay undisputed Cure Amounts and those
       Cure Amounts will constitute full satisfaction of any
       claim arising from or related to the Assumed Contract.
       (NRG Energy Bankruptcy News, Issue No. 17; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


OBSIDIAN ENT.: Plans to Commence Offer for Net Perceptions
----------------------------------------------------------
Obsidian Enterprises, Inc. (OTC Bulletin Board: OBSD), a holding
company headquartered in Indianapolis, plans to commence an offer
that will provide shareholders of Net Perceptions, Inc. (Nasdaq:
NETP) the opportunity to receive two shares of Obsidian common
stock for each share of Net Perceptions common stock.

Timothy S. Durham, Chairman and CEO of Obsidian, stated, "We have
tried over the past four weeks to work with the Net Perceptions
Board of Directors and they have not responded to our proposal in
a constructive manner."  It is our belief that by failing to
timely and meaningfully respond to Obsidian's proposals, the Net
Perception's Board of Directors and management are not acting to
maximize the recovery for the Net Perceptions shareholders.
Further delay does not serve the shareholders' interest."

"Assuming that the Net Perception's Board of Directors and
management will begin to act in a responsible manner and remove
the impediments to Obsidian's offer, including the elimination of
Net Perception's Poison Pill and Net Perceptions taking no further
action to harm the value of the enterprise, the Net Perceptions
shareholders will have the opportunity to evaluate and accept what
we believe is a far superior alternative to the uncertain and
likely delayed consideration that may be realized under the plan
of liquidation proposed by the Net Perception Board," concluded
Mr. Durham.

Obsidian intends to complete the necessary initial filings with
the Securities and Exchange Commission and commence the offer for
Net Perceptions within the next 10 days.

Obsidian -- whose July 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $1.8 million -- is a holding
company headquartered in Indianapolis, Indiana. It conducts
business through five subsidiaries: Pyramid Coach, Inc., a leading
provider of corporate and celebrity entertainer coach leases;
United Trailers, Inc., and its sister company, Southwest Trailers,
manufacturers of steel-framed cargo, racing ATV and specialty
trailers; U.S. Rubber Reclaiming, Inc., a butyl-rubber reclaiming
operation; and Danzer Industries, Inc., a manufacturer of service
and utility truck bodies and accessories. More information on each
of these companies can be found online at
http://www.obsidianenterprises.com


OWENS-ILLINOIS: Launches Strategic Review of Plastics Operations
----------------------------------------------------------------
Owens-Illinois, Inc., (NYSE: OI) has retained advisors to conduct
a strategic review of certain of its blow-molded plastics
operations in North America, South America and Europe.

The review is aimed at exploring all options in maximizing value
to O-I investors.

"We are confident that our blow-molded plastic business is an
attractive franchise and, like our global glass operations, has
significant value.  We believe there may be a number of ways for
us to benefit our investors as a result of this strategic review,"
said Terry L. Wilkison, O-I executive vice president and general
manager of the Plastics Group.

ACI Packaging, an affiliate of Owens-Illinois, announced in August
that ABN AMRO is conducting a similar strategic review of its
Australian and New Zealand plastics packaging businesses.

Owens-Illinois (Fitch, BB- Bank Debt and Senior Unsecured Note
Ratings, Stable) is the largest manufacturer of glass containers
in North America, South America, Australia and New Zealand, and
one of the largest in Europe.  O-I also is a worldwide
manufacturer of plastics packaging with operations in North
America, South America, Europe, Australia and New Zealand.
Plastics packaging products manufactured by O-I include consumer
products (blow molded containers, injection molded closures and
dispensing systems) and prescription containers.

Copies of Owens-Illinois news releases are available at the Owens-
Illinois Web site at http://www.o-i.com/


PAXSON COMMS: S&P Assigns B+ Rating to $365-Mil. Sr. Sec. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Paxson Communications Corp.'s proposed $365 million senior secured
floating rate notes due January 2010. Proceeds are expected to be
used to refinance the company's existing credit facilities.  The
secured notes are rated one notch above the corporate credit
rating, reflecting the strong likelihood of full recovery of
principal under a default or bankruptcy scenario. Standard &
Poor's expects that the collateral would be more than sufficient
to suggest full recovery of the secured notes, even at distressed
resale multiples.

At the same time, Standard & Poor's affirmed its ratings,
including the 'B' long-term corporate credit rating, on Paxson.
The outlook is negative. The West Palm Beach, Florida-based
television station owner and operator had approximately $919
million of debt outstanding at Sept. 30, 2003.

"The affirmation is based on expectations that Paxson will
maintain its significant cash cushion and adhere to financial
policies that conserve cash while it pursues an outright sale of
the company or alternate viable strategy to boost liquidity in the
longer term," said Standard & Poor's credit analyst Alyse
Michaelson. Paxson has successfully sold television stations at
strong underlying asset values in order to boost liquidity, and
may be able to continue to do so.  Cash balances of more than $100
million provide short-term liquidity, although this cushion could
dwindle given the company's weak cash flow, onerous debt burden,
and negative discretionary cash flow, even though deficits are
narrowing.  The rating could be lowered in the near term if Paxson
does not complete a strategic transaction to meaningfully boost
liquidity or implement a workable longer term operating strategy.

Paxson's leverage is expected to remain excessive while it strives
to grow EBITDA and reverse discretionary cash flow deficits. Lower
syndicated programming payments and operating expenses, and the
shift of programming blocks to infomercials have contributed to
rising cash flow in 2003. Infomercials, which run during non-prime
time periods, generate the majority of Paxson's total revenue and
represent a highly profitable revenue base because of the absence
of programming expenses. Entertainment programming audience
ratings have been lackluster, and the network's revenue and cash
flow generating ability are not yet well established. As a result,
the substantial cash flow generation required to reduce debt is
not likely in the near term.


P-COM INC: Completes Acquisition of Wave Wireless Networking
------------------------------------------------------------
P-Com, Inc. (OTC Bulletin Board: PCOM), a worldwide provider of
wireless telecom products and services, has completed the
previously announced purchase of the Wave Wireless Networking
Division, a unit of SPEECOM.

The acquisition enables P-COM to expand its highly regarded spread
spectrum product line with Wave Wireless' mesh technology in its
SPEEDLAN 9000 series, featured with 128-bit AES encryption. The
acquisition will also enable P-Com to expand its distribution
network and to grow the existing business relationships between
SPEEDCOM and its customers.

"The acquisition of Wave Wireless Networking represents a
strategic opportunity for P-Com to broaden our product portfolio,
enhance the solution set that we bring to our customers and open
up new market opportunities for us in the low-cost, high
performance segment of the unlicensed wireless market," said Sam
Smookler, Chief Executive Officer of P-Com. "The combination of
SPEEDLAN 9000 and P-COM's AirPro Gold, which provides
complementary backhaul capability, is a powerful network solution
for data networks and Voice over IP."

Geoff Giese, P-Com's Vice President of Marketing, Spread Spectrum,
said: "SPEEDLAN is a last-mile access solution for private
networks, Internet Service Providers and Government and Municipal
Networks that perfectly complements our AirPro Gold product line.
Using proprietary access methods, SPEEDLAN provides improved
bandwidth over standard 802.11b architecture and includes the
enhancement of Federal government approved AES encryption for
secure networks and self-healing mesh networking for improved
network reliability."

P-Com, Inc. -- whose September 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $20 million --
develops, manufactures, and markets point-to-point, spread
spectrum and point-to-multipoint, wireless access systems to the
worldwide telecommunications market. P-Com broadband wireless
access systems are designed to satisfy the high-speed, integrated
network requirements of Internet access associated with Business
to Business and E-Commerce business processes. Cellular and
personal communications service providers utilize P-Com point-to-
point systems to provide backhaul between base stations and mobile
switching centers. Government, utility, and business entities use
P-Com systems in public and private network applications. For more
information visit http://www.p-com.com/


PG&E NAT'L: USGen Committee Turns to Loughlin Meghji for Advice  
---------------------------------------------------------------
On July 24, 2003, the Official Committee of Unsecured Creditors
for USGen New England Inc. held a meeting at which it determined
to engage Loughlin Meghji + Company to serve as its financial
advisors in USGen's Chapter 11 case.

Agnes L. Levy of JPMorgan Chase Bank, the USGen Committee Co-
Chairperson, tells that Court that Loughlin Meghji is well
qualified to serve as the Committee's financial advisors.  
Loughlin Meghji is a New York-based corporate restructuring firm
specializing in advising management, investors and creditors in
the restructuring of financially distressed companies.  Mohsin Y.
Meghji and James Loughlin, the firm's co-founders, have extensive
experience in advising debtors and creditors in many different
distressed situations.  Loughlin Meghji was founded in February
2002.

The USGen Committee wants Loughlin Meghji to:

   (a) evaluate USGen's assets and liabilities;

   (b) analyze and review USGen's financial and operating
       statements;

   (c) analyze USGen's business plans and any financial and
       cash flow forecasts;

   (d) review the contractual arrangements, transfers and
       other transactions between and among USGen and related
       entities;

   (e) review executory contracts;

   (f) review and assist with the claims resolution process
       and the related distribution;

   (g) review project level cash flow forecasts, capital
       expenditure requirements and other related issues;

   (h) provide specific valuation or other financial analysis
       as the USGen Committee may require;

   (i) assess various strategic alternative proposed by USGen
       and valuation of each including:

       -- USGen's viability as a stand-alone entity;

       -- the sale of all or some of the assets in USGen's
          estate; and

       -- any reorganization plan proposed by USGen;

   (j) assist, as may be appropriate, in connection with any
       sale of assets or the development, preparation, analysis
       and explanation of any Plan, accompanying disclosure
       statement and related documents;

   (k) provide testimony in Court on the USGen Committee's behalf
       as necessary; and

   (l) provide any other services that the USGen Committee,
       its counsel and Loughlin Meghji may deem necessary.

Loughlin Meghji will be entitled to receive professional fees
based on the actual hours incurred each month by Loughlin Meghji
personnel on matters pertinent to USGen's Chapter 11 case.  The
firm's current hourly rates, as adjusted from time to time in
accordance with Loughlin Meghji's overall billing policies and
procedures, are:

     Principals                              $575
     Managing Directors and Directors         375 - 525
     Senior Associates and Associates         275 - 350

Effective November 1, 2003, Loughlin Meghji agreed to cap the
Monthly Fees at $125,000.  Loughlin Meghji will also be
reimbursed for its reasonable out-of-pocket expenses.

As further compensation, Loughlin Meghji will also receive:

   (a) a $1,000,000 base transaction fee, payable on the
       consummation of a Plan that is acceptable to a majority of
       the USGen Committee's members; and

   (b) an additional transaction fee, if any, to be agreed upon
       by the Committee and Loughlin Meghji, based on the
       qualitative assessment by the Committee after
       consideration of these factors:

       -- The actual hours spent by Loughlin Meghji on the
          engagement in relation to the Monthly Cap in effect
          after November 1, 2003;

       -- The complexity of any transaction in relation to USGen;

       -- The quality of advice and the service provided by
          Loughlin Meghji;

       -- The value added to the engagement by Loughlin Meghji;
          and

       -- Current market compensation for the type of services
          contemplated under the Engagement Letter.

In addition, Ms. Levy states that as part of the overall
compensation payable to Loughlin Meghji under the terms of the
Engagement Letter, the USGen Committee agreed to certain
indemnification and contribution obligations.

Mohsin Y. Meghji attests that Loughlin Meghji does not hold or
represent any adverse interest in connection with USGen's
Chapter 11 case.

Consequently, Judge Mannes authorizes the USGen Committee to
retain Loughlin Meghji, effective as of July 24, 2003, as its
financial advisor. (PG&E National Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PHELPS DODGE: Fitch Affirms Ratings & Says Outlook is Positive
--------------------------------------------------------------
Fitch has changed the Rating Outlook on Phelps Dodge to Positive
from Stable and affirmed the company's senior unsecured rating at
'BBB-', commercial paper at 'F3' and the company's mandatory
convertible preferred at 'BB+'.

In concert with the euphoric climb in copper prices, Phelps Dodge
performance in this past third quarter bested Fitch's expectations
and assuredly will do so again in the current quarter. The company
is banking cash and looking for a means of retiring debt. No doubt
copper prices have dashed ahead of the economic recovery in this
country and owe their heady levels to activity in China and Japan
and a loss in the purchasing power of the U.S. dollar. Prices
could adjust downwards, but likely not returning to pre-June
averages. At around $.80/lb. and higher Phelps Dodge should be
cash positive after cash used for investing and finance, and if
current prices are a prediction of 2004, Phelps Dodge should have
an enjoyable year. One risk point is the sale of stockpiled
inventories and/or the ramp-up of curtailed production. Fitch
notes the discipline the industry has followed throughout this
past recession, foretelling it unlikely that producers will throw
copper at the market in response to higher prices. The measure of
unwanted production coming on the market could significantly
influence credit ratings.

Phelps Dodge has $2 billion in debt outstanding. In July of last
year the company repurchased some $481 million in bonds from the
proceeds of the sale of 10 million common shares and 2 million
mandatory convertible preferred shares. Through this past third
quarter the company's net debt (minus cash but including asset
securitizations) to a rolling four quarters EBITDA was 3.2 times.


POLYONE CORP: Will Padlock Burlington, New Jersey Plant in Feb.
---------------------------------------------------------------
PolyOne Corporation (NYSE: POL) will close the Burlington, New
Jersey, manufacturing plant within its Engineered Films business
segment in mid-February 2004, resulting in the elimination of
approximately 115 positions.

"This business unit has felt the effects of raw material inflation
and offshore competition in some of its key markets," said Chief
Executive Officer Thomas A. Waltermire.  "As in some of our other
business units, we are restructuring to bring capacity in line
with sales demand and to reduce our cost structure in order to
improve our profitability."

On October 21, 2003, PolyOne announced that Engineered Films was
among three business operations being considered for divestment.  
The Company has set no deadline for divesting the business.  
Engineered Films had 2002 sales of nearly $155 million,
representing approximately 6 percent of total Company sales.

The Burlington plant manufactures a variety of vinyl calendered
film products for end use applications such as decals, window
shades and wallcoverings, as well as other thin-film products.  
PolyOne intends to transition many of these products to its other
films manufacturing facilities with excess capacity at Lebanon,
Pennsylvania, and Winchester, Virginia.

PolyOne projects that this restructuring action will yield an
annualized pre-tax earnings improvement of $5.5 million.  The
Company anticipates total restructuring expense of approximately
$15.5 million, of which approximately $7 million will be non-cash
and related to asset write-offs.  Estimated fourth-quarter 2003
restructuring expense is $14 million, with minimal funding of the
cash closure costs anticipated in 2003.

Employees affected by the plant closings will be eligible for
severance benefits and outplacement services.

PolyOne Corporation (Fitch, B Senior Unsecured Debt and BB- Senior
Secured Debt Ratings, Negative) with 2002 revenues of $2.5
billion, is an international polymer services company with
operations in thermoplastic compounds, specialty resins, specialty
polymer formulations, engineered films, color and additive
systems, elastomer compounding and thermoplastic resin
distribution.  Headquartered in Cleveland, Ohio, PolyOne has
employees at manufacturing sites in North America, Europe, Asia
and Australia, and joint ventures in North America, South America,
Europe and Asia.  Information on the Company's products and
services can be found at http://www.polyone.com/  


PREMIER FARMS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Premier Farms, L.C.
        P.O. Box 342
        Clarion, Iowa 50525

Bankruptcy Case No.: 03-04632

Type of Business: Weaner pig sales (for more information about the
                  management and nutritional needs of Weaner pigs,
                  see http://www.pigjournal.co.uk/books/weaner.htm

Chapter 11 Petition Date: December 8, 2003

Court: Northern District of Iowa (Fort Dodge)

Judge: William L. Edmonds

Debtor's Counsel: Donald H. Molstad, Esq.
                  505 6th Street, Suite 308
                  Sioux City, IA 51101
                  Tel: 712-255-8036

Total Assets: $22,614,949

Total Debts:  $93,907,881

List of Debtor's 20 Largest Unsecured Creditors:

Entity                              Claim Amount
------                              ------------
DeCoster Contract Farming             $9,865,816
P.O. Box 342
Clarlon IA 50525

DeCoster Investment                   $9,629,473
97 So. Queen Street
Chestertown MD 21620

Decoster Feed                         $5,542,120
P.O. Box 342
Clarlon IA 50525

JBD Pork, Inc., et al                   $954,000

Internal Revenue Service                $183,860

Geode Gene Center                       $146,664

M & F Trading                           $102,000

Wessels Oil Company                      $56,240

Lextron Animal Health                    $45,058

Iowa AG LLC                              $25,300

Swine Genetics                           $19,500

Miller Connection                         $5,722

The Trash Man                             $5,442

Wright Co. Egg                            $4,195

OK Tire Supply, Inc.                      $3,151

Southern Iowa Rural Water                 $2,863

Steckelberg Veterinary                    $2,600

Murphy Enterprises                        $2,550

Rosenberg & Stowers                       $1,760

Oldson's Inc.                             $1,701


PRIME RETAIL: Completes Sale of Company to Lightstone for $625MM
----------------------------------------------------------------
The Lightstone Group, LLC, and Prime Retail, Inc., (OTC Bulletin
Board: PMRE, PMREP, PMREO) have completed the sale of Prime Retail
to an affiliate of The Lightstone Group for approximately $625.5
million, including aggregate consideration of $115.5 million
payable to stockholders and unit holders and The Lightstone
Group's assumption of approximately $510 million of debt.  

The transaction continues The Lightstone Group's aggressive
national acquisition strategy.

The sale was accomplished by merging the Prime Retail into Prime
Outlets Acquisition Company, LLC, a Delaware limited liability
company and an affiliate of The Lightstone Group pursuant to the
terms of the previously announced merger agreement between Prime
Retail and the Lightstone Affiliate.

In the merger, each share of Prime Retail's outstanding Series A
preferred stock was cancelled and converted into the right to
receive cash in the amount of $18.40 per share, each share of
Prime Retail's outstanding Series B preferred stock was cancelled
and converted into the right to receive cash in the amount of
$8.169 per share, and each share of Prime Retail's common stock
was cancelled and converted into the right to receive cash in the
amount of $0.17 per share.  Letters of transmittal regarding the
procedures to receive the merger consideration will be promptly
sent to the former stockholders of the Company.

Concurrent with the closing of the merger, the agreement of
limited partnership of Prime Retail, L.P., the operating
partnership through which the Company conducts substantially all
of its business, was amended and restated pursuant to which the
common units in the Operating Partnership (other than common units
held by the Company) were converted into a like number of
preferred units in the Operating Partnership.  Each holder of
Preferred Units will be entitled to, among other things, require
the Operating Partnership to redeem all of such holder's Preferred
Units for an amount per unit equal to $0.17 (the same
consideration paid for a share of common stock of the Company in
the merger) plus accrued and unpaid distributions at the rate of
6% per annum.

Angela Mirizzi-Olsen, senior vice president and chief investment
officer for The Lightstone Group, and Jonathan Gould, principal of
The Lightstone Group, played crucial roles in the structuring and
completion of this transaction.  This acquisition is expected to
facilitate the stabilization of Prime Retail and its properties,
and allow for future growth and re-investment.

The Lightstone Group President and CEO David Lichtenstein
commented, "Having negotiated and closed on hundreds of
transactions, I am probably more excited about this one than any
other we have concluded in the past.  Prime Retail is a wonderful
company with great people and a bright future."

Prime Retail CEO and Chairman Glenn D. Reschke stated that this
announcement is positive news for more than just the two
companies.  "As I've said all along, everyone should benefit from
this transaction.  Our shareholders realized cash values
significantly above the market price for our stock just six months
ago.  For our tenants, the relationship with The Lightstone Group
will provide us with the capital to finish the rehab of our
centers and the expansion of our marketing efforts.  Our
customer's shopping experience should improve further as we
continue to bring new and exciting famous brand names into our
centers.  And finally, our employees can feel more assured about
the financial strength of our company and the continued operations
of Prime Retail's headquarters in Baltimore."

Bob Brvenik, president of Prime Retail, added that the successful
transaction was a tribute to the employees of both companies.  
"The completion of this transaction is the result of many, many
hours invested by the teams of both companies and a testament to
the hard work and dedication of a lot of people."

"This is a great fit for both companies.  Our plan is to work with
the talented team of professionals that Prime Retail has assembled
in Baltimore and re-invest in the company in order to become a
dominant owner/operator of retail properties," commented Gould.

The Prime Retail portfolio spans 23 states and 10.2 million square
feet of space, including 36 outlet centers and 154,000 square feet
of office space. For additional information on Prime Retail,
please visit http://www.primeretail.com/   

This acquisition brings The Lightstone Group's portfolio to a
total of 19.3 million square feet of office, retail and industrial
properties as well as 16,000 apartment units throughout the United
States and Puerto Rico.

Throughout 2003, The Lightstone Group has been one of the most
aggressive buyers of retail, industrial and multi-family real
estate in the United States.  The Lightstone Group's portfolio has
a market value approaching $2 billion.  The Lightstone Group
owns/manages a diversified portfolio of 16,000 apartments as well
as office, industrial and retail properties totaling more than
19.3 million square feet of space in 26 states and Puerto Rico.
Headquartered in Lakewood, New Jersey, The Lightstone Group
employs over 1,000 professionals and maintains offices in
Baltimore, Maryland; New York, Virginia, and California.  For more
information on The Lightstone Group, visit their Web site at
http://www.lightstonegroup.com/

                           *   *   *

As reported in the Troubled Company Reporter's August 18, 2003
edition, the Company's liquidity depends on cash provided by
operations and potential capital raising activities such as funds
obtained through borrowings, particularly refinancing of existing
debt, and cash generated through asset sales. Although the Company
believes that estimated cash flows from operations and potential
capital raising activities will be sufficient to satisfy its
scheduled debt service and other obligations and sustain its
operations for the next year, there can be no assurance that it
will be successful in obtaining the required amount of funds for
these items or that the terms of the potential capital raising
activities, if they should occur, will be as favorable as the
Company has experienced in prior periods.

During 2003, the Company's first mortgage and expansion loan is
anticipated to mature with an optional prepayment date on
November 11, 2003. The Mega Deal Loan, which is secured by a 13
property collateral pool, had an outstanding principal balance of
approximately $262.1 million as of June 30, 2003 and will require
a balloon payment of $260.7 million at the anticipated maturity
date. If the Mega Deal Loan is not satisfied on the optional
prepayment date, its interest rate will increase by 5.0% to
12.782% and all excess cash flow from the 13 property collateral
pool will be retained by the lender and applied to principal after
payment of interest. Certain restrictions have been placed upon
the Company with respect to refinancing the Mega Deal Loan in the
short term. If the Mega Deal Loan is not refinanced, the loss of
cash flow from the 13 property collateral pool would eventually
have severe consequences on the Company's ability to fund its
operations.

Based on the Company's discussions with various prospective
lenders, it believes a potential shortfall will likely occur with
respect to refinancing the Mega Deal Loan as the Company does not
currently intend to refinance all of the 13 assets. Nevertheless,
the Company believes this shortfall can be alleviated through
potential asset sales and/or other capital raising activities,
including the placement of mezzanine level debt and mortgage debt
on at least one of the assets the Company does not currently plan
on refinancing. The Company cautions that its assumptions are
based on current market conditions and, therefore, are subject to
various risks and uncertainties, including changes in economic
conditions which may adversely impact its ability to refinance the
Mega Deal Loan at favorable rates or in a timely and orderly
fashion and which may adversely impact the Company's ability to
consummate various asset sales or other capital raising
activities.

As previously announced, on July 8, 2003 an affiliate of The
Lightstone Group, LLC, a New Jersey-based real estate company, and
the Company entered into a merger agreement. In connection with
the execution of the Merger Agreement, certain restrictions were
placed on the Company with respect to the refinancing of the Mega
Deal Loan. Specifically, the Company is restricted from
negotiating or discussing the refinancing of the properties
securing the Mega Deal Loan with any lenders until September 15,
2003, at which time the Company is only able to enter into
refinancing discussions with certain enumerated lenders. After
November 11, 2003, the Company may seek refinancing from other
lenders. In addition, the Company is precluded from closing any
loans relating to the Mega Deal Loan until November 11, 2003. This
November 11, 2003 date may be extended until January 11, 2004, at
the election of Lightstone, if Lightstone elects prior to
September 15, 2003 to (i) pay (A) one-half of the additional
interest incurred by the Company between November 11, 2003 and
December 31, 2003, and (B) all of the additional interest incurred
by the Company between January 1, 2004 and January 11, 2004, if so
extended, in respect of the Mega Deal Loan and (ii) loan the
Company any shortfall in cash flow that results from the excess
cash flow restrictions (all excess cash flow from the 13 property
collateral pool will be retained by the lender and applied to
principal after payment of interest) under the Mega Deal Loan that
become effective on November 11, 2003 and thereafter until the
Mega Deal Loan is paid in full.

In addition to the restrictions with respect to the refinancing of
the Mega Deal Loan, pursuant to the terms of the Merger Agreement,
the Company has also agreed to certain conditions pending the
closing of the proposed transaction. These conditions provide for
certain restrictions with respect to the Company's operating and
refinancing activities. These restrictions could adversely affect
the Company's liquidity in addition to its ability to refinance
the Mega Deal Loan in a timely and orderly fashion.

If the Merger Agreement is terminated under certain circumstances,
the Company would be required to make payments to Lightstone
ranging from $3.5 million to $6.0 million which could adversely
affect the Company's liquidity.

In connection with the completion of the sale of six outlet
centers in July 2002, the Company guaranteed to FRIT PRT Bridge
Acquisition LLC (i) a 13% return on its $17.2 million of invested
capital, and (ii) the full return of its invested capital by
December 31, 2003. As of June 30, 2003, the Mandatory Redemption
Obligation was approximately $14.9 million.

The Company continues to seek to generate additional liquidity to
repay the Mandatory Redemption Obligation through (i) the sale of
FRIT's ownership interest in the Bridge Properties and/or (ii) the
placement of additional indebtedness on the Bridge Properties.
There can be no assurance that the Company will be able to
complete such capital raising activities by December 31, 2003 or
that such capital raising activities, if they should occur, will
generate sufficient proceeds to repay the Mandatory Redemption
Obligation in full. Failure to repay the Mandatory Redemption
Obligation by December 31, 2003 would constitute a default, which
would enable FRIT to exercise its rights with respect to the
collateral pledged as security to the guarantee, including some of
the Company's partnership interests in the 13 property collateral
pool under the aforementioned Mega Deal Loan. Because the
Mandatory Redemption Obligation is secured by some of the
Company's partnership interests in the 13 property collateral pool
under the Mega Deal Loan, the Company may be required to repay the
Mandatory Redemption Obligation before, or in connection with, the
refinancing of the Mega Deal Loan. Additionally, any change in
control with respect to the Company accelerates the Mandatory
Redemption Obligation.

In connection with the execution of the Merger Agreement,
Lightstone has agreed to provide sufficient financing, if
necessary, to repay the Mandatory Redemption Obligation in full at
its maturity. The new financing would be at substantially similar
economic terms and conditions as those currently in place for the
Mandatory Redemption Obligation and would have a one-year term.

The Company has fixed rate tax-exempt revenue bonds collateralized
by properties located in Chattanooga, Tennessee which contain (i)
certain covenants, including a minimum debt-service coverage ratio
financial covenant and (ii) cross-default provisions with respect
to certain of its other credit agreements. Based on the operations
of the collateral properties, the Company was not in compliance
with the Financial Covenant for the quarters ended June 30,
September 30 and December 31, 2002. In the event of non-compliance
with the Financial Covenant or default, the holders of the
Chattanooga Bonds had the ability to put such obligations to the
Company at a price equal to par plus accrued interest. On January
31, 2003, the Company entered into an agreement with the
Bondholders. The Forbearance Agreement provides amendments to the
underlying loan and other agreements that enable the Company to be
in compliance with various financial covenants, including the
Financial Covenant. So long as the Company continues to comply
with the provisions of the Forbearance Agreement and is not
otherwise in default of the underlying loan and other documents
through December 31, 2004, the revised financial covenants will
govern. Additionally, certain quarterly tested financial covenants
and other covenants become effective June 30, 2004. Pursuant to
the terms of the Forbearance Agreement, the Company was required
to fund $1.0 million into an escrow account to be used for
conversion of certain of the retail space in the collateral
properties to office space and agreed that an event of default
with respect to the other debt obligations related to the property
would also constitute a default under the Chattanooga Bonds. The
Company funded this required escrow in February 2003. The
outstanding balance of the Chattanooga Bonds was approximately
$17.9 million as of June 30, 2003.

With respect to the Chattanooga Bonds, based on the Company's
current projections, it believes it will not be compliance with
certain quarterly tested financial covenants when they become
effective on June 30, 2004 which would enable the Bondholders to
elect to put the Chattanooga Bonds to the Company at their par
amount plus accrued interest. The Company continues to explore
opportunities to (i) obtain alternative financing from other
financial institutions, (ii) sell the properties securing the
Chattanooga Bonds and (iii) explore other possible capital
transactions in order to generate cash to repay the Chattanooga
Bonds. There can be no assurance that the Company will be able to
complete any such activity sufficient to repay the amount
outstanding under the Chattanooga Bonds in the event the
Bondholders are able and elect to exercise their put rights.

These conditions raise substantial doubt about the Company's
ability to continue as a going concern.


REAL ESTATE SYNTHETIC: S&P Rates 5 Series 2003-D Notes at Low-Bs
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Real
Estate Synthetic Investment Securities Series 2003-D's $181.095
million certificates.

The ratings are based on a level of credit enhancement that meets
Standard & Poor's requirements given the quality of the loans,
distribution of the mortgaged properties, and a legal structure
designed to minimize potential losses to certificateholders caused
by the insolvency of the issuer.
   
   
                       RATINGS ASSIGNED
      Real Estate Synthetic Investment Securities Series 2003-D
   
        Class             Rating      Amount (mil $)
        B3                A                   67.912
        B4                A-                  22.637
        B5                BBB                 30.183
        B6                BBB-                12.073
        B7                BB                  15.091
        B8                BB-                  6.036
        B9                B+                  12.073
        B10               B+                   7.545
        B11               B                    7.545


RELIANT RESOURCES: Commences Exchange Offer for Sr. Secured Notes
-----------------------------------------------------------------
Reliant Resources, Inc. (NYSE: RRI) has commenced an exchange
offer for all of its outstanding 9.25% Senior Secured Notes due
2010 and 9.50% Senior Secured Notes due 2013.  

Holders of these notes may exchange their notes for a new issue of
notes pursuant to a Registration Statement on Form S-4 declared
effective Thursday last week by the Securities and Exchange
Commission.  The exchange notes will be identical in all material
respects to the notes being exchanged, except that the exchange
notes will not contain terms restricting their transfer or any
terms related to registration rights.

The exchange offer and withdrawal rights will expire at 12:00
midnight, New York City time, on Friday, January 9, 2004, unless
terminated or extended by Reliant Resources.  Notes may be
electronically tendered, as described in the prospectus and the
exchange offer materials.

For each note tendered pursuant to the exchange offer and not
withdrawn by the holder prior to the expiration of the offer, the
holder of the note will receive an exchange note having the
principal amount equal to that of the tendered note.  The exchange
notes will bear interest from the most recent date on which
interest has been paid on the original notes.

Reliant Resources, Inc., based in Houston, Texas, provides
electricity and energy services to retail and wholesale customers
in the U.S., marketing those services under the Reliant Energy
brand name.  The company provides a complete suite of energy
products and services to more than 1.7 million electricity
customers in Texas ranging from residences and small businesses to
large commercial, industrial and institutional customers.  Reliant
also serves large commercial and industrial clients in the PJM
(Pennsylvania, New Jersey, Maryland) Interconnection.  The company
has approximately 20,000 megawatts of power generation capacity in
operation, under construction or under contract in the U.S. For
more information, visit http://www.reliantresources.com/  

                         *    *    *

As reported in Troubled Company Reporter's October 7, 2003
edition, Fitch anticipated no change in Reliant Resources, Inc.'s
credit ratings or Rating Outlook based on the announcement that
RRI had reached a settlement agreement with the Federal Energy
Regulatory Commission with respect to certain western energy
market investigations.

RRI's ratings are as follows:

   - senior secured debt 'B+';
   - senior unsecured debt 'B';
   - convertible senior subordinated notes 'B-'


QUADRAMED CORP: Commences Trading on OTCBB Under "QMDC" Symbol
--------------------------------------------------------------
QuadraMed Corporation's common stock began trading on the Over-
the-Counter Bulletin Board under the symbol "QMDC" on December 10,
2003. The Company was previously listed on the "Pink Sheets."

"We are very pleased to have our stock trading on the OTCBB. This
achievement is another positive step in the Company's reemergence
from the restatement effort. The next step is to get listed on a
National Exchange or Market, which we expect to occur in early
2004" said Lawrence P. English, QuadraMed's Chairman and Chief
Executive Officer. "We look forward to continuing to build value
for our shareholders by executing our business strategies and
meeting our performance goals."

QuadraMed -- whose September 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $15 million -- is dedicated
to improving healthcare delivery by providing innovative
healthcare information technology and services. From clinical and
patient information management to revenue cycle and health
information management, QuadraMed delivers real-world solutions
that help healthcare professionals deliver outstanding patient
care with optimum efficiency. Behind our products and services is
a staff of more than 850 professionals whose experience and
dedication to service has earned QuadraMed the trust and loyalty
of customers at more than 1,900 healthcare provider facilities. To
find out more about QuadraMed, visit http://www.quadramed.com/  

QuadraMed's SEC filings can be accessed through the Investor
Relations section of its Web site at http://www.quadramed.com/ or  
through the SEC's EDGAR Database at http://www.sec.gov/  
(QuadraMed's EDGAR CIK (Central Index Key) No. 0001018833).


SALOMON BROS: S&P Hacks 1998-AQ1 Class B-3 Notes' Rating to CCC
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B-3
from Salomon Brothers Mortgage Securities VII Inc.'s mortgage
pass-through certificates series 1998-AQ1 to 'CCC' from 'B'.
Concurrently ratings are affirmed on seven other classes.

The rating on class B-3 is lowered to 'CCC' due to the continuing
deterioration of the class's credit support (provided by
subordination) as a result of the collateral incurring losses
monthly. Consequently, the current credit support has decreased
from the 'B' level of 0.85% to its current level of 0.46%. The
class, originally rated 'BBB', had initial credit support of
3.50%. The transaction has been realizing net losses averaging
approximately $249,000 per month during the most recent 12
months, with approximately 3.17% in cumulative realized losses.
Total delinquencies have increased from approximately 14.39% to
approximately 16%, with serious delinquencies (90-plus days,
foreclosure, and real estate owned) increasing to 13.23% from
10.73% during the same period. The mortgage pool has paid down to
approximately 13.03% of its original balance, with approximately
7.96% of the senior certificates outstanding. Standard & Poor's
expects continued poor performance of the collateral based on the
delinquency profile and will continue to monitor the performance
closely. The rating may be adjusted accordingly to reflect the
available credit support.

The affirmed ratings reflect adequate actual and projected credit
support percentages, despite moderate delinquencies and net
losses.

The collateral consists of 30-year, fixed-rate subprime mortgage
loans secured by first liens on residential properties.
   
                        RATING LOWERED
   
     Salomon Brothers Mortgage Securities VII Inc.
     Mortgage pass-through certs
   
                               Rating
        Series     Class   To          From
        1998-AQ1   B-3     CCC         B
   
                        RATINGS AFFIRMED
   
     Salomon Brothers Mortgage Securities VII Inc.
     Mortgage pass-through certs
   
        Series     Class                       Rating
        1998-AQ1   A-5, A-6, A-7 XS-N, XS-T    AAA
        1998-AQ1   B-1                         AA
        1998-AQ1   B-2                         A


SCORES HOLDING: Completes Stock Conversion Transactions
-------------------------------------------------------
Scores Holding Company Inc. (OTC Bulletin Board: SCOH) announced
that the private equity fund that provided financing to the
Company has converted the last of its debenture which was
initially issued on August 13, 2002 and modified on November 14,
2002.

Chairman and Chief Executive Officer of the Company, Richard
Goldring said, "We believe that this marks another milestone for
the Company by eliminating debt and therefore further
strengthening our balance sheet. We continue to reduce our
quarterly operating expenses and increase our quarterly income.
For the three-month period ended September 30, 2003 we had revenue
of $301,115. For the nine-month period ended September 30, 2003 we
had revenue of $1,106,860, an increase of $338,110 over the same
period last year. We incurred general and administrative expenses
of $171,024 for the three-month period ended September 30, 2003, a
reduction of $627,187 over the same period last year. The decrease
in general and administrative expenses was primarily attributable
to legal, consulting, rent and salary expenses that the Company
is no longer responsible for due to the unwinding of GoWest
Entertainment. For the three months ended September 30, 2003 we
had a net loss of $84,410 or $.001 per share compared to a net
loss of $1,099,427, or $.06 per share for the three months ended
at September 30, 2002. For the nine-months ended September 30,
2003, we had a net loss of $739,850 or approximately $.04 per
share compared to a net loss of $1,997,757 or $.14 per share, for
the nine-months ended September 30, 2002.

"We are very pleased that we achieved our main goals for the 3rd
quarter, namely continuing to increase our net sales and reducing
our expenses which will help us better position ourselves for
profitable growth in the future. Looking ahead, we expect the net
income from operations to continue to grow substantially in 2004.
We expect to report net sales from club licensing revenues to show
continued growth in the 4th quarter as a result of the continued
cash generating power of SCORES SHOWROOM in New York City coupled
with the very successful opening of SCORES CHICAGO on September 9,
of this year."

Scores Holding's September 30, 2003 balance sheet shows a working
capital deficit of about $760,000 and a total shareholders' equity
deficit of about $1 million.


SEMCO ENERGY: Declares Quarterly Dividend Payable on February 15
----------------------------------------------------------------
The Board of Directors of SEMCO ENERGY, Inc. (NYSE: SEN) declared
a quarterly dividend of $.075 per share on the Common Stock of the
Company.

The dividend is payable on the 15th day of February 2004 to
shareholders of record at the close of business on January 30,
2004.

SEMCO ENERGY, Inc. (S&P, BB- Corporate Credit Rating, Negative)
distributes natural gas to more than 385,000 customers combined in
Michigan, as SEMCO ENERGY GAS COMPANY, and in Alaska, as ENSTAR
Natural Gas Company.  It owns and operates businesses involved in
natural gas pipeline construction services, propane distribution,
intrastate pipelines and natural gas storage in various regions of
the United States.  In addition, it provides information
technology and outsourcing services, specializing in the mid-range
computer market.


SEQUA CORP: Declares Regular Quarterly Preferred Share Dividend
---------------------------------------------------------------
Sequa Corporation (NYSE; SQAA) declared a regular quarterly
dividend of $1.25 per share on its $5.00 cumulative convertible
preferred stock. The dividend is payable February 1, 2004 to all
stockholders of record January 12, 2004.

As reported in Troubled Company Reporter's June 05, 2003 edition,
Fitch Ratings downgraded the existing senior unsecured debt of
Sequa Corporation to 'B+' from 'BB-' and assigned a rating of
'B+' to SQA's $100 million senior unsecured notes that are
expected to close on June 5, 2003. Fitch also revised the
Rating Outlook to Stable from Negative.


SIERRA HEALTH: Will Publish Year-End 2003 Results on January 28
---------------------------------------------------------------
Sierra Health Services Inc. (NYSE:SIE) will release its fourth
quarter and year-end 2003 financial results after market close on
Wednesday, Jan. 28, 2004.

A conference call with investors, analysts and the general public
is scheduled for 11 a.m. (Eastern time) on Thursday, Jan. 29,
2004. The public may listen to this conference call by dialing
888-425-9978 (using the passcode: EARNINGS). Individuals who dial
in to listen to the call will be asked to identify themselves and
their affiliations. Listeners may also access the conference call
free over the Internet by visiting the investor relations page of
Sierra's Web site at http://www.sierrahealth.com/

To listen to the live call on the Web site, please visit the
Sierra site at least 20 minutes early (to download and install any
necessary audio software).

In order to facilitate a better understanding of the call, Sierra
is asking listeners to review its Annual Report on Form 10-K/A for
the year ended Dec. 31, 2002, and Quarterly Report on Form 10-Q
for the periods ended March 31, 2003, June 30, 2003, and Sept. 30,
2003. Listeners should review cautionary statements under
"Management's Discussion and Analysis of Financial Condition and
Results of Operations."

Sierra Health Services Inc. (S&P, BB Long Term Issue and Senior
Debt Ratings, Stable), based in Las Vegas, is a diversified
healthcare services company that operates health maintenance
organizations, indemnity and workers' compensation insurers,
military health programs, preferred provider organizations and
multispecialty medical groups. Sierra's subsidiaries serve more
than 1.2 million people through health benefit plans for
employers, government programs and individuals. For more
information, visit the company's Web site at
http://www.sierrahealth.com/   


SIMMONS: $140M Sr Unsec. Floating Rate Loan Gets S&P's B- Rating  
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Atlanta, Georgia-based bedding manufacturer Simmons Co.'s proposed
$140 million senior unsecured floating rate loans due 2012. The
new tranche was carved out of the originally proposed $340 million
senior subordinated notes due 2013. At closing, the outstanding
balance of the senior subordinated notes will be $200 million.
Standard & Poor's affirmed the 'B-' rating on these notes.
No additional debt was issued.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on Simmons Co. and the 'B+' rating on the company's
$480 million senior secured credit facility. The bank loan rating
is the same as the corporate credit rating because in a stress
scenario, Standard & Poor's believes that the secured lenders
could expect substantial, but not full, recovery of principal.

Proceeds will be used to finance the acquisition of Simmons Co. by
Thomas H. Lee Partners, a private equity firm, and repay existing
debt. The ratings are based on preliminary terms and subject to
review upon final documentation.

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

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

The company's high market share stems from its well-recognized
brand name (Beautyrest), differentiated products, strong
relationships with retailers, and broad distribution. The
Beautyrest line was the first in the industry to be designed not
to require rotation ("no-flip").

Management's strategy is to continue to gain market share by
emphasizing premium and new products that facilitate higher
average unit selling prices and therefore improve profitability.
As a result of this strategy, both the company's average unit
selling prices and volume increases have exceeded those of the
mattress industry. Standard & Poor's expects the current
management team to remain with Simmons under its new ownership,
and also expects there to be no change in management strategy.


SLMSOFT: TSX Reviews Co.'s Continued Listing Capability  
-------------------------------------------------------
TSX is reviewing the Variable Multiple Voting Shares (Symbol:
ESP.A) and the Limited Voting Shares (Symbol: ESP.B) of SLMsoft
Inc. with respect to meeting the requirements for continued
listing. The company is being reviewed on an expedited basis.

                      *    *    *

Pursuant to an order of the Honorable Justice Ground of the
Ontario Superior Court of Justice made on October 31, 2003,
Richter & Partners Inc., has been appointed Interim Receiver and
Receiver and Manager over the assets, property and undertaking of
SLMSoft Inc., and certain of its subsidiaries, SLM Networks
Corporation, SLM Technologies Inc., GSA Consulting Group Inc. and
FMR Systems Inc.

SLM filed for protection under the Companies' Creditor Arrangement
Act on May 27, 2003. As a result of SLM's inability to meet
ongoing obligations and its continuing losses after the CCAA
filing, the CCAA proceedings were terminated and Richters was
appointed .


SOLA: Market Concerns Prompt S&P to Affirm Speculative Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior secured bank loan ratings on eyeglass lens
manufacturer SOLA International Inc. and removed the ratings from
CreditWatch, where they were placed Oct. 29, 2003. At the same
time, Standard & Poor's lowered SOLA's senior unsecured debt
rating to 'B' from 'BB-' as a result of the increased encumbrance
on assets imposed by the company's new bank facilities--more
than 30% of adjusted assets. (The bank facilities were rated by
Standard & Poor's on Nov. 5, 2003.)

Standard & Poor's also withdrew its rating on SOLA's 11% senior
unsecured euro notes, nearly all of which have been repaid.

The outlook is stable, reflecting the fact that SOLA's
restructuring and its sales and marketing initiatives, as well as
its investments in North American prescription processing
laboratories, appear to have stemmed erosion in the company's
financial measures. This, together with a stronger capital
structure, greater financial flexibility, and lower interest
costs, contribute to a more resilient credit profile.

"The speculative-grade ratings reflect SOLA's operating
concentration in eyeglass lenses, a well-penetrated, mature, and
innovative industry that faces external challenges from other
forms of vision correction," said Standard & Poor's credit analyst
Jill Unferth. "The ratings also reflect the company's moderately
aggressive capital structure. These factors are partly offset by
its meaningful global market share, which is second only to
Essilor International. The company also has strong regional
distribution channels, a higher margin product mix reflecting its
recent launches of branded and advanced products, and adequate
liquidity."

San Diego, California-based SOLA makes plastic and glass spectacle
lenses and holds a leading manufacturing and technology position
in the growing plastic lens segment of the market. Sales are
geographically diversified among North America (46%), Europe
(35%), and other regions. Industry sales are expected to grow at
3% to 4% per year.

SOLA is essentially finished with a restructuring program begun in
2000 to reverse historical operating inefficiencies and trim
costs. As part of the program, the company consolidated
manufacturing plants and shifted production to lower cost venues,
reducing the number of distribution centers it operates,
revitalizing its product development and marketing activities, and
improving its supply chain management. The company has also
acquired prescription processing labs to strengthen its foothold
in North America. These efforts have reduced operating costs by
about $25 million per year, on a sales base of about $560 million,
and enable SOLA to gain market share by improving customer service
levels.


SOLECTRON: Annual Shareholder Meeting to Convene on January 7
-------------------------------------------------------------
The Annual Meeting of Stockholders of Solectron Corporation will
be held on Wednesday, January 7, 2003, at 9:00 a.m., local time,
at The Westin Hotel, 5101 Great America Parkway, Santa Clara, CA
95054, for the following purposes:

1. To elect nine (9) directors to serve for the ensuing year and
   until their successors are duly elected and qualified.

2. To approve an amendment to the Company's 2002 Stock Option Plan
   to permit an option exchange program.

3. To ratify the appointment of KPMG LLP as independent auditors
   of the Company for the fiscal year ending August 31, 2004.

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

The foregoing items of business are more fully described in the
Proxy Statement accompanying this Notice.

Only stockholders of record at the close of business on
November 18, 2003 are entitled to notice of and to vote at the
meeting and any adjournment thereof.

All stockholders are cordially invited to attend the meeting in
person. However, to assure your representation at the meeting, you
are urged to mark, sign and return the enclosed proxy card as
promptly as possible in the postage-paid envelope enclosed for
that purpose, or vote via the Internet or by telephone, as
instructed on the proxy card. Any stockholder attending the
meeting may vote in person even if he or she has already returned
a proxy.

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


SO. CALIF. EDISON: Appoints Bill Bryan VP, Major Customer Div.
--------------------------------------------------------------
The Southern California Edison Board of Directors has elected Bill
Bryan vice president of the major customer division of the
utility's customer service business unit.

In that capacity, Bryan will oversee the company's relationships
with its major government, industrial and commercial customers as
well as SCE's efforts to stimulate business development within the
11 counties it serves.

Bryan joined SCE in 1966 in the construction organization in the
company's central division.  He became an operations supervisor in
1971.  In 1975, Bryan joined the company's public affairs
organization as an area manager responsible for the company's
business interests in the cities of Industry, La Puente, West
Covina, and other unincorporated areas of Los Angeles County.
Since then, he has held a variety of management positions in the
company's customer service business unit, including operations and
engineering manager, district manager in three field locations,
division operations manager, and general manager of the company's
northern region.  He was appointed to the position of director of
government and institution accounts in 1994.

Bryan's community and professional involvement includes past
foundation member of Victor Valley College, former president of
the High Desert Regional Economic Development Authority, and
chairman of the Technical Advisory Committee-Mojave Desert Air
Quality Management District.  He also is past president of the La
Puente-Industry Kiwanis Club and the La Puente YMCA.

Bryan received national recognition from the Federal Energy
Management Program as the first co-recipient of the Louis R.
Harris Award which recognizes excellence in improving energy
efficiency through utility energy service contracting at federal
facilities.

Bryan holds a bachelor's degree in business management from the
University of Redlands.  He also has received a certificate from
the University of Southern California for studies in the Graduate
School of Business Administration.

Bryan is a resident of Chino Hills where he lives with his wife
and family.

An Edison International (NYSE: EIX) (S&P, BB+ Corporate Credit
Ratin, Stable) company, Southern California Edison (Fitch, BB
Unsecured Debt and B+ Preferred Share Ratings, Positive) is one of
the nation's largest electric utilities, serving a population of
more than 12 million via 4.5 million customer accounts in a
50,000-square-mile service area within central, coastal and
Southern California.


SP NEWSPRINT: Limited Product Diversity Prompts S&P Low-B Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Atlanta, Georgia-based SP Newsprint Co. The
outlook is stable. In addition, Standard & Poor's assigned its
'B+' senior secured bank loan rating to the company's proposed
$300 million senior secured credit facility.  

The senior secured rating of 'B+', the same as the corporate
credit rating, reflects Standard & Poor's assessment that bank
lenders face the likelihood of only a mediocre recovery of
principal in a distressed scenario. A distressed scenario could
occur if demand declined precipitously because of a sharp decline
in the economy or loss of equity owner's support to keep
production near full capacity, leaving the company with
insufficient funds to cover interest payments. Utilizing an
enterprise value analysis to determine recovery prospects, a
meaningful reduction in the value of the business was assumed. The
rating on the bank loan is based on preliminary terms and
conditions and is subject to review once full documentation is
received.

The $300 million senior secured bank credit facility is composed
of a $75 million revolving credit facility maturing December 2007,
an $80 million amortizing term loan (B-1) maturing December 2009,
and a $145 million bullet term loan (B-2) maturing December 2009.
Term Loan B-2 is a synthetic letter-of-credit facility backing the
company's industrial revenue bonds. TD Securities Inc. will
provide term loan B-2 to SP Newsprint and then sell the loan to
investors, using the cash as collateral for a standby letter-of-
credit facility to provide credit support for the company's
outstanding industrial revenue bonds.

Collateral consists of a first-priority perfected lien on all
assets and intercompany notes, as well as all stock of the
company's subsidiaries. Furthermore, the credit facility
obligation is guaranteed by all subsidiaries. Proceeds from the
credit facility, expected to be around $250 million, will be used
to repay existing debt.

The credit facility contains an excess cash flow recapture, where
50% of excess cash flow must be used to prepay term loan B-1.
Lenders have the option to refuse this prepayment. Highlights of
the financial covenants include a debt to capital ratio and an
interest  coverage ratio of 57% and 2.5x, respectively, from loan
closing to Sept. 30, 2004. Both of these covenants periodically
become tighter after September 2004. Also included is a partner
support agreement, whereby the equity sponsors must inject $14
million of junior capital if debt to EBITDA exceeds 6.5x on or
after Sept. 30, 2004, an event of default of financial covenants
has occurred, or at the option of SP Newsprint's management.
However, should total debt to EBITDA fall below 3.5x for two
consecutive quarters, the partner support agreement will expire as
long as this does not occur before Dec. 31, 2004, and the company
is projected to remain in compliance with covenants. Furthermore,
capital expenditures are limited to $15 million in 2004, $17.5
million in 2005, $22.5 million in 2006, and $25 million
thereafter.

"The ratings on SP Newsprint reflect limited product diversity in
the highly cyclical commodity newsprint market and aggressive debt
levels, partially offset by the company's low cost mills and
equity owner support," said Standard & Poor's credit analyst
Dominick D'Ascoli. SP Newsprint is equally owned by Cox
Enterprises Inc., Knight Ridder Newspapers Inc., and Media General
Inc.

Standard & Poor's expects credit measures to improve to levels
appropriate for the ratings, because of improved newsprint prices
and debt reduction from scheduled amortization and a 50% excess
cash flow sweep included in the credit agreement. In addition,
Standard & Poor's expects that steady demand supplemented by SP
Newsprint's equity owners should continue to allow production at
high capacity utilization rates during weak market conditions,
permitting the company to weather cyclical downturns.  


STERLING FINANCIAL: Shareholders Approve Merger with Klamath
------------------------------------------------------------
Sterling Financial Corporation (Nasdaq: STSA) shareholders
approved the proposed merger with Klamath First Bancorp, Inc.
(Nasdaq: KFBI) at a special meeting held Thursday last week.

Under the terms of the merger agreement, holders of Klamath First
Bancorp, Inc., common stock will receive 0.77 of a share of
Sterling Financial Corporation common stock for each share of
Klamath common stock that they own and cash in lieu of fractional
shares.  The merger has been structured as a tax-free
reorganization.  The Boards of Directors of both companies
unanimously approved the merger.

The proposed merger is expected to close on January 2, 2004.  As
such, the last day of trading on the Nasdaq Stock Market for
Klamath First Bancorp, Inc. will be January 2, 2004.

Sterling's Chairman and Chief Executive Officer, Harold B. Gilkey,
commented, "We are very pleased to welcome the employees,
customers and investors of Klamath into the Sterling family.  This
merger is consistent with our previously stated growth plans to
become a leading community bank in the region."

With the increase to approximately 143 branches serving Oregon,
Washington, Idaho, and Montana, Sterling strengthens its position
as a leading regional community bank.  The merger gives Sterling
the ability to extend its "Hometown Helpful" philosophy throughout
all communities in the region.

Klamath's shareholders will receive a Letter of Transmittal from
Mellon Investor Services, along with a letter of instructions to
assist in the process of exchanging the Klamath share certificates
for Sterling share certificates.  Sterling anticipates that these
documents will be mailed to the Klamath shareholders by the end of
January 2004.

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.


STRUCTURED ASSET: S&P Hatchets Ser. 1998-6 Cl. B-3 Rating to CCC
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B-3
from Structured Asset Securities Corp.'s mortgage pass-through
certificates series 1998-6 to 'CCC' from 'B'. Concurrently,
ratings are affirmed on five other classes.     

The rating on class B-3 is lowered to 'CCC' due to the continuing
deterioration of the class's credit support (provided by
subordination) as a result of the collateral incurring losses
monthly. Consequently, the current credit support has decreased to
its current level of 0.97% from the 'B' level of 1.85%. The class,
originally rated 'BBB', had initial credit support of 7.00%.
During the past 12 months, the transaction has incurred monthly
net losses of approximately $66,000, on average, with cumulative
realized losses of approximately 6.66%. Total delinquencies
have increased to 26.62% from 20.31%, with serious delinquencies
(90-plus days, foreclosure, and real estate owned) increasing to
18.99% from 14.04% during the same period. The mortgage pool has
paid down to approximately 17.41% of its original balance, with
approximately 6.85% of the senior certificates outstanding.
Standard & Poor's expects continued poor performance of this
transaction based on the delinquency profile and will continue to
monitor closely. The rating may be adjusted accordingly to
reflect the credit support available to the class.

The affirmed ratings reflect adequate actual and projected credit
support percentages, despite relatively high delinquency
percentages and cumulative losses.

The collateral consists of conventional, fixed-rate, fully
amortizing and balloon mortgage loans with original terms to
maturity of not more than 30 years. All of the mortgage loans are
secured by first or second liens on one- to four-family
residential properties. Credit support is provided by the shifting
interest subordination structure.
    
                        RATING LOWERED
    
     Structured Asset Securities Corp.
     Mortgage pass-through certificates series 1998-6
    
                                  Rating
        Series   Class        To          From
        1998-6   B-3          CCC         B
   
                        RATINGS AFFIRMED
   
     Structured Asset Securities Corp.
     Mortgage pass-through certificates series 1998-6
    
        Series   Class                          Rating
        1998-6   A-1, A-2, AX1                  AAA
        1998-6   B-1                            AA
        1998-6   B-2                            A


TANGER FACTORY: Prices 2,300,000 Common Share Public Offering
-------------------------------------------------------------
Tanger Factory Outlet Centers, Inc. (NYSE: SKT), has priced a
public offering of 2,300,000 of its common shares to the public at
$40.50 per share.  The Company plans to use the net proceeds,
together with other available funds, to fund its portion of the
equity required to acquire the Charter Oak portfolio of outlet
shopping centers and for general corporate purposes.

Citigroup Global Markets Inc. is the sole book-running manager for
the offering.  Goldman, Sachs & Co. is co-lead manager, and Banc
of America Securities LLC and UBS Securities LLC are co-managers.  
The closing of the offering is expected to occur on December 16,
2003, and is subject to customary closing conditions.  The Company
granted the underwriters an option to purchase up to an additional
345,000 common shares to cover any over-allotments.  The offering
is being made under its shelf registration statement previously
declared effective by the Securities and Exchange Commission.

Copies of the final prospectus supplement and prospectus for the
offering may be obtained from Citigroup Global Markets Inc.,
Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, New
York 11220; or Goldman, Sachs & Co., 85 Broad Street, New York, NY
10004.

Tanger Factory Outlets, Inc. (NYSE: SKT) (S&P, BB+ Corporate
Credit Rating, Stable), a fully integrated, self-administered and
self-managed publicly traded REIT, presently operates 33 centers
in 20 states coast to coast, totaling approximately 6.2 million
square feet of gross leasable area. For more information on
Tanger, visit http://www.tangeroutlet.com/     


TENET HEALTHCARE: Seeking Buyer for Redding Medical Center
----------------------------------------------------------
Tenet Healthcare Corporation (NYSE:THC) will seek a buyer for
Redding Medical Center, which is owned by a Tenet subsidiary. The
sale process is expected to be complete by mid-2004.

Tenet said it made the decision to sell the 269-bed Redding,
Calif. hospital as part of an agreement with the Office of
Inspector General in the U.S. Department of Health and Human
Services, which has been considering a possible exclusion of
Redding Medical Center from federal health care programs. During
the course of the sale, the OIG exclusion proceeding will be
suspended. A new owner will be able to buy the hospital free from
the contemplated exclusion. The company believes that, under these
circumstances, a sale would be in the best interests of the
hospital's employees, patients, physicians and the Redding
community.

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


TNP ENTERPRISES: Weaker Business Profile Spurs S&P's Rating Cuts
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating of utility holding company TNP Enterprises Inc. and units
First Choice Power and Texas-New Mexico Power Co. to 'BB+' from
'BBB-'. The ratings were removed from CreditWatch, where they were
placed with negative implications on May 23, 2003, in response to
losses incurred by First Choice, the company's retail electric
provider. The outlook is stable.

"The rating action is based on losses at First Choice, which
indicate that TNP's overall business profile is weaker than was
anticipated when the investment-grade ratings were originally
assigned," said Standard & Poor's credit analyst Judith Waite.

The variability and weak financial performance of First Choice has
outweighed the solid predictable performance of TNP's utility
operations. This factor, coupled with a highly leveraged financial
profile, resulted in credit measures that are not consistent with
an investment-grade rating. Debt reduction of around $275 million
in 2005 is subject to significant regulatory risks as to both
amount and timing and may not be sufficient to regain an
investment-grade profile without considerable improvement in First
Choice's operating performance. That debt reduction is the
estimated amount that Texas-New Mexico Power will be able to
collect from customers to recover "stranded costs," which are
those costs approved by regulators that would have been recovered
over time if the retail market not been deregulated in 2000.

Texas-New Mexico Power, like other utilities in Texas, can issue
debt secured by those collections and use the proceeds to reduce
debt at the utility. Standard & Poor's expects that free cash flow
will also be used to reduce debt. There continues to be
substantial debt at the holding company level as a result of the
leveraged buyout in 2002.

TNP's future financial performance will depend to a great extent
on First Choice's success. Toward that end, First Choice is in the
process of signing a new contract with Constellation Power Source
Inc. to provide electricity through 2006. First Choice will add
supply as new customers are added. By September 2004, First Choice
expects to have in place a special-purpose entity that will hold
the receivables of residential and commercial customers. Those
receivables will be pledged to Constellation as collateral for
supply contracts with Constellation, allowing First Choice to sign
on additional retail customers.

The stable outlook on TNP's credit rating reflects management's
expectations that First Choice will continue to serve the majority
of its residential and commercial customers and to win the
business of a modest number of new customers--mainly multilocation
commercial customers. The stable outlook also assumes ongoing
regulatory support, including Texas-New Mexico Power's ability to
securitize, in 2005, the full amount of the regulatory
asset/stranded costs (about $275 million).


TRI-UNION: Kelly Hart Serves as Special Litigation Counsel
----------------------------------------------------------
Tri-Union Development Corporation and its debtor-affiliates sought
and obtained approval from the U.S. Bankruptcy Court for the
Southern District of Texas to retain Kelly, Hart & Hallman,
P.C. as Special Counsel.  Kelly Hart may advise the Debtors with
respect to litigation, regulatory matters, and other issues
concerning the regulation of oil and gas matters by the Railroad
Commission of Texas and responding to a Petition for Review filed
by Arch W. Helton and Helton Properties, Inc. with the Texas
Supreme Court.

Glenn E. Johnson, Esq., reports that his firm will:

     a. advise the Debtors' and their other retained
        professionals regarding the Debtors' rights, powers, and
        duties as debtors-in-possession continuing to operate
        their business and manage their oil and gas properties
        and assets, as it pertains to oil and gas regulatory
        matters in Texas;

     b. advise the Debtors and their other retained
        professionals with respect to the appeal to the Texas
        Supreme Court by Helton; and

     c. provide advice and counsel to the Debtors on Texas oil
        and gas regulatory issues that may arise in the cases.

The current hourly rates charged by Kelly Hart for attorneys and
other professionals are:

          Directors                   $200 to $360 per hour
          Of Counsel and Special      $195 to $320 per hour
          Associates                  $130 to $205 per hour
          Legal Assistants            $100 to $135 per hour

Headquartered in Houston, Texas, Tri-Union Development Corporation
is an independent oil and natural gas company engaged in the
acquisition, development, exploration and production of oil and
natural gas properties. The Company filed for chapter 11
protection on October 20, 2003 (Bankr. S.D. Tex. Case No. 03-
44908).  Charles A Beckham, Jr., Esq., Eric B. Terry, Esq., JoAnn
Lippman, Esq., and Patrick Lamont Hughes, Esq., at Haynes & Boone
represent the Debtors in their restructuring efforts.  As of March
31, 2003, the Debtors listed $117,620,142 in total assets and
$167,519,109 in total debts.


TYCO INTERNATIONAL: Discloses Regular Quarterly Cash Dividend
-------------------------------------------------------------    
The Board of Directors of Tyco International Ltd. (NYSE: TYC, LSE:
TYI, BSX: TYC) has declared a regular quarterly cash dividend of
one and one quarter cents per common share. The dividend is
payable on February 2, 2004 to shareholders of record on
January 2, 2004.
    
Tyco International Ltd. 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.
    
                            *   *   *

As previously reported, Fitch Ratings has upgraded its ratings to
'BB+' from 'BB' on the senior unsecured debt of Tyco International
Ltd., as well as the unconditionally guaranteed debt of its wholly
owned direct subsidiary Tyco International Group S. A. The
commercial paper rating remains at 'B'. The Rating Outlook is
Stable. Approximately $19 billion of debt is affected by this
rating action.


UNITED MORTGAGE: S&P Affirms Class B1 Rating at Low-B Level
-----------------------------------------------------------
Fitch Ratings has affirmed 3 classes of the following United
mortgage-pass through certificates:

        United Mortgage Securities Corp., Mortgage
         Pass-Through Certificates, Series 1994-1

        -- Class AS, AM affirmed at 'AAA'

        -- Class B1 affirmed at 'BB'

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


US AIRWAYS: Stipulation Resolves Canadian Aircraft Finance Claim
----------------------------------------------------------------
On November 4, 2002, Canadian Regional Aircraft Finance
Transaction No. 1 Limited filed Claim No. 2160 for $42,577,421,
asserting claims against nine aircraft bearing Registration Tail
Nos. N965HA, N966HA, N968HA, N969HA, N983HA, N985HA, N996HA,
N997HA and N998HA.  The Reorganized US Airways Group Debtors
object to the Claim.

To settle the issue, the Reorganized Debtors and Canadian
Regional Aircraft Finance agree that Claim No. 2160 is reduced to
$6,576,895 and allowed as a General Unsecured Class USAI-7 Claim
for all purposes under the Plan.  All other claims of Canadian
Regional Aircraft Finance relating to the Tail Nos. are
withdrawn. (US Airways Bankruptcy News, Issue No. 43; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


VAIL RESORTS: Red Ink Continued to Flow in Q1 of Fiscal 2004
------------------------------------------------------------
Vail Resorts, Inc. (NYSE: MTN) announced financial results for the
first quarter of fiscal 2004 ending October 31, 2003.  

The Company historically used EBITDA when reporting its financial
results for each of its reportable segments: mountain, lodging,
resort (the combination of mountain and lodging) and real estate.  
In conjunction with the recently adopted Securities and Exchange
rules regarding the use of non-GAAP financial measures, the
Company currently uses the term "Reported EBITDA" when reporting
financial results.  The Company defines Reported EBITDA for the
mountain, lodging and resort segments as segment net revenue less
segment operating expense plus segment equity investment income.  
The Company defines Reported EBITDA for the real estate segment as
segment net revenue less segment operating expense plus gain on
transfer of property plus segment equity investment income.

                   FIRST QUARTER PERFORMANCE

Mountain revenue for the first quarter of fiscal 2004 was $34.1
million, a 1.3% increase from $33.6 million for the comparable
period last year. Mountain expense decreased $2.7 million, or
4.2%, to $61.9 million.

Lodging revenue for the quarter grew $2.1 million, or 5.1%, to
$42.7 million.  Lodging expense increased $1.2 million, or 3.1%,
to $40.5 million.

Resort revenue, the combination of mountain and lodging revenues,
rose $2.5 million, or 3.4%, to $76.7 million.  Resort expense
decreased 1.5% to $102.4 million, down $1.5 million.

Real estate revenue for the quarter fell $12.5 million to $26.9
million, and real estate expense decreased $15.4 million to $12.1
million.

Total revenue declined $10.0 million, or 8.8%, to $103.6 million
and total operating expense decreased $16.1 million, or 10.7%, to
$134.0 million.

The expected seasonal loss from operations for the quarter
improved $6.2 million, or 16.8%, to a loss of $30.4 million
compared to a loss of $36.6 million for the same period last year.

Reported EBITDA for the mountain segment improved $2.1 million, or
7.0%, to negative $27.9 million compared to negative $29.9 million
for the comparable period last year.

Reported EBITDA for the lodging segment increased from breakeven
in the first quarter of last year to $0.4 million in the current
year first quarter. The first quarter of fiscal 2004 includes $1.6
million of equity loss attributed to the Ritz-Carlton, Bachelor
Gulch, which was open during the seasonally low occupancy period
of the first quarter.  Last year, in the first quarter of fiscal
2003, the equity loss attributed to the Ritz-Carlton was $1.3
million due to pre-opening and start-up expenses for the hotel.  
As the Company uses the equity method of accounting for the Ritz-
Carlton, Bachelor Gulch, included in the fiscal 2004 first quarter
loss is $0.6 million of depreciation and $0.6 million of interest
expense.

First quarter Resort Reported EBITDA was negative $27.5 million, a
$2.5 million or 8.3% improvement from negative $29.9 million for
the comparable period last year.

Real Estate Reported EBITDA for the quarter rose $2.0 million to
$16.9 million from $14.9 million in the same quarter a year ago.  
The current year's first quarter includes a $1.9 million net gain
from the transfer of property.

First quarter net loss increased $0.3 million, or 1.2%, to a loss
of $25.4 million, or $0.72 per diluted share, compared to a loss
of $25.1 million, or $0.71 per diluted share, for the same period
last year.

Adam Aron, Chairman and Chief Executive Officer, commented, "We
are delighted to announce that Vail Resorts' financial performance
for the first quarter of fiscal 2004 was better than anticipated.  
While the net loss was slightly higher than last year due to an
expected increase in depreciation and interest expense, we are
quite pleased with our Reported EBITDA results in this seasonally
low profit quarter.  Reported EBITDA for the mountain and lodging
segments improved year-over-year through a combination of revenue
growth and expense management.  And the real estate division once
again closed on a significant portion of its expected annual sales
in the first quarter, giving it strong momentum towards hitting
its target for the entire year."

Aron added, "We have begun the implementation of our expense
savings plan as seen in the decrease in year-over-year mountain
expense.  The lodging division has also begun to realize savings;
however, expense reductions are somewhat masked by two factors.  
First, operations increased at the Vail Marriott, which was
partially closed for renovation in the first quarter last year.  
Second, we saw stronger summer business at the Grand Teton Lodge
Company which resulted in both increased revenue and expense for
the quarter."

Commenting on the current 2003-2004 ski season, Aron said, "We are
pleased with the momentum we have going into the ski season.  Our
ski areas have received normal early season snowfall, and for the
fifth year in a row we have had record season pass sales, with
overall pass revenue for the five ski resorts up by about 20%
year-over-year.  While year-to-date revenue booked into our
central reservation system is 2% ahead of last year at this time,
air bookings into Vail's Eagle County airport are actually up 7%
compared to last season."

Added Aron, "In addition to the season pass sales and bookings
information we receive, we also track reservations for our ski
school products.  More encouraging is that advance reservations
for our children's ski school are currently tracking 22% ahead of
last year at our Colorado resorts.  These are just a few of the
barometers we monitor to track how our season is shaping up. With
the normal early season snowfall, record season pass sales, strong
advance ski school reservations and solid bookings, we continue to
be upbeat about this year's ski season.  Therefore, at this time,
we are reiterating the year-end financial guidance we provided in
November."

Vail Resorts, Inc. is the leading mountain resort operator in the
United States.  The Company's subsidiaries operate the mountain
resorts of Vail, Beaver Creek, Breckenridge and Keystone in
Colorado, Heavenly in California and Nevada, and the Grand Teton
Lodge Company in Jackson Hole, Wyo.  The Company also operates its
subsidiary, RockResorts, a luxury resort hotel company with 10
distinctive properties across the United States.  Vail Resorts
Development Company is the real estate planning, development,
construction, retail leasing and management subsidiary of Vail
Resorts, Inc. The Vail Resorts company Web site is
http://www.vailresorts.comand consumer Web site  
is http://www.snow.com  

Vail Resorts, Inc. (S&P, BB- Corporate Credit Rating, Negative) is
a publicly held company traded on the New York Stock Exchange
(NYSE: MTN).


VENTAS: Completes Sale of Underperforming Facilities to Kindred
---------------------------------------------------------------
Ventas, Inc. (NYSE: VTR) has completed the previously announced
sale of 10 of its underperforming facilities to its primary
tenant, Kindred Healthcare, Inc. (Nasdaq: KIND), which leased and
operated those facilities prior to the sale.

"This is an excellent transaction that provides us with funds we
intend to re-deploy in the Company's strategic diversification
program, in particular our previously announced accretive
ElderTrust (NYSE: ETT) acquisition," Ventas Chairman, President
and CEO Debra A. Cafaro said.  "We are delighted to complete
another transaction with Kindred, which during 2003 involved a
total of 26 facilities. By divesting these underperforming assets,
Ventas expects the overall quality of its portfolio to improve and
the cash flow coverages in the Master Leases it has with Kindred
to increase.  Kindred should also see greater corporate
profitability when it eliminates the embedded losses generated by
these assets from its operations.  We are pleased that both
companies and our respective shareholders will benefit from this
successful transaction."

Ventas expects to record a gain on the sale of approximately $54
million, based upon the purchase price of $79 million for the
assets. The gain will be excluded from Funds From Operations in
accordance with the NAREIT definition of FFO. The Company does not
expect to incur any taxes or additional 2003 dividend requirements
in connection with the sale.

The Company has also received from Kindred a $6 million lease
termination fee on the sold facilities.  Current annual rent on
the sold facilities is approximately $5 million.

The assets Ventas sold to Kindred are: two hospitals, located in
Minnesota and Michigan, and eight skilled nursing facilities
located in Kentucky, Massachusetts, Connecticut and Wisconsin.  
The hospitals contain 332 beds and the eight skilled nursing
facilities contain 1,080 beds.

             VENTAS REDUCES NOTIONAL AMOUNT OF SWAP

Ventas also said that it reduced the notional amount of its fixed
rate swap from $450 million to $330 million for the period through
June 30, 2006.  The Company entered into a swap breakage
transaction to more closely match the notional amount of its swap
with the Company's expected variable rate debt balances.

The existing swap expires on June 30, 2008.  For periods after
June 30, 2006, the notional amount of the existing swap will
decline to $300 million on July 1, 2006 and then to $150 million
on July 1, 2007, under its existing terms.  As a result of this
transaction, the Company will realize approximately $6 million in
net swap expense in the fourth quarter of 2003, which will be
recorded as an expense from continuing operations for the
quarterly and annual periods ended December 31, 2003.  This
expense will be included in the Company's FFO calculation for
those periods.

       2003 AND 2004 NORMALIZED FFO GUIDANCE REAFFIRMED

Ventas re-affirmed its 2003 normalized FFO guidance of between
$1.52 and $1.54 per diluted share, and its 2004 normalized FFO
guidance of between $1.58 and $1.62 per diluted share on a steady
state basis. It also re-affirmed that it expects to add between
five and seven cents to 2004 fully diluted FFO per share on a full
year basis upon the successful completion of the ElderTrust
merger, announced on November 20, 2003, which is expected to close
in the first quarter of 2004.  However, the merger is subject to
the satisfaction of certain closing conditions and there can be no
assurance that the merger will occur or, if so, when the merger
will close.

The Company's FFO guidance (and related GAAP earnings projections)
for 2003 and 2004 excludes gains and losses on the sales of
assets, and the impact of acquisitions, additional divestitures
and capital transactions. Its guidance also excludes the impact of
(a) any expense the Company records for non-cash "swap
ineffectiveness," and (b) any expenses related to the write-off of
unamortized deferred financing fees or additional costs, expenses
or premiums incurred as a result of early debt retirement.

The Company's FFO guidance is based on a number of assumptions,
which are subject to change and many of which are outside the
control of the Company. If actual results vary from these
assumptions, the Company's expectations may change.  There can be
no assurance that the Company will achieve these results.

Ventas, Inc. -- whose September 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $24 million -- is a
healthcare real estate investment trust that owns 42 hospitals,
194 nursing facilities and nine other healthcare and senior
housing facilities in 37 states. The Company also has investments
in 25 additional healthcare and senior housing facilities. More
information about Ventas can be found on its Web site at
http://www.ventasreit.com/

               Kindred Confirms Acquisition
              of 10 Unprofitable Facilities

Kindred Healthcare, Inc. (NASDAQ: KIND) has acquired ten
unprofitable facilities formerly leased from Ventas, Inc. (NYSE:
VTR) for $85 million in cash. The Company intends to dispose of
these properties as soon as practicable.

The transaction involved eight nursing centers and two hospitals.
In the transaction, the Company paid $79 million to purchase the
Facilities and $6 million in lease termination fees. The current
annual rent of approximately $5 million on the Facilities
terminated on the closing of the transaction. The Company financed
its obligations through the use of existing cash.

The Company intends to dispose of the Facilities as soon as
practicable. The Company has targeted June 30, 2004 to complete
the divestiture of all of the Facilities. The Company expects to
generate between $30 million and $40 million in proceeds from the
sales of the Facilities. For the nine months ended September 30,
2003, the Facilities generated pretax losses of approximately $15
million.

The Company expects to record a loss on the proposed transaction
equal to the difference between the total consideration paid to
Ventas and the estimated fair value of the assets acquired. The
estimation of the fair value of the assets acquired and related
loss will be determined in conjunction with the Company's ongoing
divestiture negotiations with third parties. The operations of the
Facilities will be accounted for as discontinued operations.

Edward L. Kuntz, Chairman and Chief Executive Officer of the
Company, stated that "we are pleased to have completed another
mutually beneficial transaction with Ventas. With this transaction
completed, we are concentrating our efforts to divest
expeditiously these unprofitable facilities."

Kindred Healthcare, Inc. is a national healthcare services company
primarily operating hospitals, nursing centers and institutional
pharmacies.

Ventas, Inc. -- whose September 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $24 million -- is a
healthcare real estate investment trust that owns 42 hospitals,
194 nursing facilities and nine other healthcare and senior
housing facilities in 37 states. The Company also has investments
in 25 additional healthcare and senior housing facilities. More
information about Ventas can be found on its Web site at
http://www.ventasreit.com/


VINTAGE PETROLEUM: Board of Directors Declares Cash Dividend
------------------------------------------------------------
Vintage Petroleum, Inc. (NYSE:VPI) announced its board of
directors has authorized a cash dividend of four and one-half
cents per share. The company said the dividend will be paid
January 6, 2004, to stockholders of record on December 23, 2003.

Vintage Petroleum, Inc. is an independent energy company engaged
in the acquisition, exploitation, exploration and development of
oil and gas properties and the gathering and marketing of natural
gas and crude oil. Company headquarters are in Tulsa, Oklahoma,
and its common shares are traded on the New York Stock Exchange
under the symbol VPI.

Vintage Petroleum, Inc. (S&P, BB- Debt Rating, Negative) is an
independent energy company engaged in the acquisition,
exploitation, exploration and development of oil and gas
properties and the gathering and marketing of natural gas and
crude oil. Company headquarters are in Tulsa, Oklahoma, and its
common shares are traded on the New York Stock Exchange under the
symbol VPI.


WESTPOINT STEVENS: Seeks Nod for 1185 Sixth Ave. Lease Settlement
-----------------------------------------------------------------
WestPoint Stevens, Inc., as successor-in-interest to J.P. Stevens
& Co., Inc., is a tenant under a certain non-residential real
property lease with 1185 Sixth LLC.  The premises subject to the
Lease, dated as of November 25, 1968, is located at 1185 Avenue
of the Americas, in New York.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells the Court that under the Lease, the Debtors rent the
9th through 13th floors, the entire 15th floor, and 10,150 square
feet of the Building's basement.  In addition, the Lease is
subject to a license with Ralph Lauren Home collection, a
division of Polo Ralph Lauren Corporation, under which Ralph
Lauren occupies the entire 9th floor and a portion of the 10th
floor.  The Debtors use the Premises as their principal
headquarters in New York for administrative, marketing, and other
corporate offices.  The Lease is scheduled to expire by its own
terms on December 6, 2005.

Pursuant to the Lease terms, the Debtors are responsible for
certain charges in addition to monthly base rent, which represent
their pro rata share by square footage of various yearly expenses
that are incurred by 1185 Sixth.  The expenses include cleaning
services, utilities, sanitation costs, security, repairs and
maintenance, management fees, and miscellaneous administrative
and operating costs.  The Debtors' base rent and all other
expense obligations under the Lease total $3,100,000 yearly.
Recently, upon reviewing past Additional Rent Payments, the
Debtors believe that they have overpaid $720,000 in Additional
Rent Payments for the Lease years 2001 through 2003.  
Accordingly, the Debtors sought an overpayment refund from 1185
Sixth.

Currently, 1185 Sixth is in the process of selling the Building
to a third party, with an anticipated closing date before the end
of 2003.  Before closing a sale of the Building with the
potential purchasers, 1185 Sixth entered into negotiations with
the Debtors to settle the Refund Claims.  Mr. Rapisardi informs
the Court that 1185 Sixth also sought certain modifications to
the Debtors' Lease for calculating Additional Rent Payments to
more closely reflect the actual yearly costs incurred and to make
the Lease terms more consistent with the leases of the other
Building tenants.  These modifications would incrementally
increase the Additional Rent Payments due from the Debtors under
the Lease, Mr. Rapisardi says.  As consideration for the Debtors'
agreement to modify the Lease, 1185 Sixth offered to reimburse
the Debtors for the full amount of any increase in the future
Additional Rent Payments arising from the modifications.

After extensive, good faith, arm's-length negotiations, the
Debtors and 1185 Sixth entered into a Settlement Agreement to
resolve the Refund Claims and modify the Lease with respect to
certain expense calculations of Additional Rent Payments.  The
salient terms of the Settlement Agreement include:

   (a) Settlement Payment

       1185 Sixth will pay $905,000 to the Debtors, which
       represents the payment of:
      
       (1) $720,000 in full settlement of the Refund Claims;

       (2) $100,000 compensation for additional future costs
           incurred by the Debtors from the modification of the
           expense calculation and increased future Additional
           Rent Payments under the Lease; and

       (3) $85,000 as a risk allocation premium in the event  
           modifications to the expense calculations under the
           Lease are greater than actual expenses incurred by the
           potential purchaser of the Building.

   (b) Expense Calculations Modification

       For purposes of calculating the Debtors' pro rata share of
       expenses to be included in Additional Rent Payments,
       yearly "Management Fees" will be $300,000 for 2003 through
       2005 and the "Contract Cleaning and Window Cleaning
       Expense" will be $2,063,848 for 2004 and $2,125,764 for
       2005.  Additional Rent Payments for November and December
       2003 will be $101,917 per month.  The $100,000 incremental
       increase in future Additional Rent Payments due from the
       Debtors, which arise from the modification of the Lease,
       be reimbursed and included as funds paid to the Debtors
       under the Settlement Payment.

   (c) Release

       The Debtors will release 1185 Sixth and any potential
       purchaser from any claims for overpayment of the
       Additional Rent Payments for the period before January 1,
       2004, subject to reconciliation of certain actual
       expenses accrued during 2003 as provided for under the
       Lease.

   (d) Effectiveness

       The Settlement Agreement is contingent upon obtaining
       Court approval before January 31, 2004.

By this motion, the Debtors ask the Court to approve the
Settlement Agreement.

Mr. Rapisardi tells the Court that the Settlement Agreement
allows the Debtors to receive the Settlement Payment without the
need to engage in expensive and likely protracted litigation over
past charges of Additional Rent Payments or incur future costs
associated with the Lease modification. (WestPoint Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-
7000)  


WYNDHAM: Meets Bank Amendment Requirements to Extend Maturities
---------------------------------------------------------------
Wyndham International, Inc. (AMEX:WBR) has successfully completed
all requirements necessary to affect the extensions of its
increasing rate loans and revolving credit facilities to April
2006. Additionally, Wyndham was able to meet all requirements well
in advance of the designated deadline of Feb. 29, 2004.

To affect the maturity extensions, Wyndham was required to repay
approximately $200 million of the term and increasing rate
facilities, and refinance one of the Company's largest mortgage
pools. In June, Wyndham announced the successful refinancing of
the Company's two largest mortgage pools. On Dec. 11, 2003, the
Company repaid the remaining debt obligations as specified in the
amendment. As a result of the extensions, there will be no
significant corporate facility maturities until 2006.

"Achieving the amendment requirements well before the deadline and
extending our maturities is a triumph for Wyndham," said Fred J.
Kleisner, chairman and chief executive officer for Wyndham. "The
extension of the term of our credit facilities puts us in position
to focus on our business and take full advantage of the recovering
economy."

Wyndham International, Inc. offers upscale and luxury hotel and
resort accommodations through proprietary lodging brands and a
management services division. Based in Dallas, Wyndham
International owns, leases, manages and franchises hotels and
resorts in the United States, Canada, Mexico, the Caribbean and
Europe. For more information, visit http://www.wyndham.com/

As reported in Troubled Company Reporter's May 14, 2003 edition,
Hospitality Properties Trust (NYSE: HPT) terminated Wyndham
International's occupancy and operations of 12 Wyndham hotels.

HPT has two leases with WBR subsidiaries: one lease includes 15
Summerfield by Wyndham hotels; the second lease includes 12
Wyndham hotels. On April 1, 2003, WBR failed to pay rent due HPT
under these leases. On April 2, 2003, HPT declared WBR in default
and simultaneously exercised its rights to retain certain
collateral security HPT held for the WBR lease obligations,
including security deposits of $33 million (which were not
escrowed) and capital replacement reserves totaling about $7
million (which were previously escrowed). On April 28, 2003, HPT
terminated WBR's occupancy of the 15 Summerfield hotels and
appointed Candlewood Hotel Company as manager of those hotels.

HPT terminated WBR's occupancy of the 12 Wyndham hotels. Starting
Monday, these 12 hotels are being operated for HPT's account under
a management agreement with Crestline Hotels & Resorts, Inc.
Crestline Hotels & Resorts is a USA subsidiary of the Spanish
hotel company Barcelo Corporacion Empresarial, S.A.


YOUNG BROADCASTING: S&P Expects Credit Profile to Remain Weak
-------------------------------------------------------------  
Standard & Poor's Ratings Services revised its outlook on Young
Broadcasting Inc. to negative from stable, due to expectations
that the company's credit profile will remain weak for the rating
in the near term.

Standard & Poor's also assigned its 'B' rating to Young's proposed
$90 million senior unsecured notes due 2008, an add-on to its 8.5%
senior unsecured notes. At the same time, Standard & Poor's raised
its rating on Young's existing senior unsecured debt to 'B' from
'B-', reflecting the limited amount of priority obligations in the
company's debt structure. In addition, Standard & Poor's assigned
its 'CCC+' rating to Young's proposed $140 million subordinated
notes due 2014.  Proceeds from both proposed transactions are
expected to be used to refinance existing debt. The 'B' long-term
corporate credit rating was affirmed. The New York, New York-based
television station owner and operator had $726.5 million in debt
outstanding at Sept. 30, 2003.

"The outlook revision is based on Standard & Poor's expectations
that Young's leverage will remain high, as the company is unlikely
to be able to generate in the near-term the levels of cash flow
required to improve key credit ratios to a level more appropriate
for the 'B' rating," said Standard & Poor's credit analyst Alyse
Michaelson. Despite some traction in rebuilding cash flow and
audience share at San Francisco television station KRON-TV, KRON
still has to contend with a sluggish San Francisco economy and
lower margins due to its switch to an independent from a network-
affiliated station.  Cash balances provide near-term liquidity
while Young strives to build meaningful cash flow.  Piecemeal
television station sales could provide an alternate source of
liquidity should the company's cash cushion erode at a faster pace
than its ability to increase cash flow.

Young's leverage is expected to remain high while KRON grows
broadcast cash flow from negative levels that occurred following
the expiration of its NBC affiliation on Dec. 31, 2001. Although
KRON has demonstrated some success in reestablishing ratings and
market share, the likelihood of generating cash flow commensurate
with prior years is being pushed further out in time.  Young's
major network-affiliated stations have good market positions and
maintain margins in the 40%-60% range. Political advertising
represented about 12% of total revenue in 2002, and creates
difficult, albeit it predictable, revenue comparisons this year,
particularly in fourth quarter.

Cash flow growth in 2003 is expected to be minimal while KRON
improves ratings and revenue share, and the company's stations
contend with the lack of significant political advertising.  
Furthermore, television advertising is experiencing a muted
recovery following the conflict in Iraq and economic softness
earlier this year.  Television ad spending next year is expected
to benefit from the 2004 elections and Olympics.  


* Cadwalader Wickersham Brings-In Nine New Partners
---------------------------------------------------
Cadwalader, Wickersham & Taft LLP, one of the world's leading
international law firms, has elected Michele Cohen, Anthony Davis,
Gregg S. Jubin, Douglas I. Koff, Brian J. O'Sullivan, Frank
Polverino, Jeffrey Y. Rotblat, Martin L. Seidel and Matthew J.
Williams as Partners of the firm.

"We are pleased to welcome these outstanding attorneys to the
partnership. The election of nine to the firm's partnership is
evidence of the high-quality of lawyers working within Cadwalader
today. It is also a demonstration of the growth and expansion the
firm is experiencing both in the U.S. and in the U.K.," said
Robert O. Link, Jr., Cadwalader's Chairman. "It is a great
pleasure to congratulate them today and we look forward to their
continued success and contributions to the firm in years to come."

The following attorneys were elected Partner:

-- Michele Cohen, an attorney in the New York Financial
   Restructuring Department, focuses her practice on corporate
   finance and restructuring transactions. She has extensive
   experience in acquisition financings, leveraged restructurings
   and refinancings, and other syndicated lending transactions, in
   addition to high-yield bond issuances, senior and subordinated
   bridge financings, project and structured financings, and
   private placements. Ms. Cohen received her B.A., magna cum
   laude and Phi Beta Kappa, from Georgetown University, and her
   J.D. from New York University School of Law.

-- Anthony Davis, an attorney in the Tax Department, resident in
   London, focuses his practice on a wide range of tax issues in
   the financial sector, handling the tax aspects of
   securitizations, debt issuance and a variety of derivatives
   issues. He also has extensive expertise with UK and
   international tax issues surrounding restructurings and
   corporate reorganizations as well as mergers and acquisitions,
   joint ventures, collective investment schemes and property
   transactions. He graduated with an Upper Second Class (Honours)
   degree from Oxford University and also obtained a Masters
   Degree in Medieval Studies from the University of London. He
   qualified as a solicitor in 1981 and as a Fellow of the
   Chartered Institute of Taxation in 1985.

-- Gregg S. Jubin, an attorney in the Washington Capital Markets
   Department, focuses his practice on corporate and finance
   transactions, with particular emphasis in hedge fund and
   private equity fund-of-funds transactions, structured hedge
   fund transactions, collateralized debt obligations
   transactions, derivative transactions, synthetic structured
   products transactions and other types of structured products
   transactions. Mr. Jubin represents the managers of hedge funds
   and private equity fund-of-funds, collateral managers,
   investment banking firms, commercial banks, broker-dealers and
   other financial institutions. He received his B.S. from
   Montclair State College and his J.D., magna cum laude, from
   Syracuse University College of Law.

-- Douglas I. Koff, an attorney in the New York Litigation
   Department, focuses his practice on large, complex litigation
   matters. Mr. Koff has played a significant role in the Firm's
   representation of clients in connection with government
   investigations of IPO, research and mutual fund practices as
   well as matters involving securities laws, derivative
   securities and antitrust. He received his B.A. from Earlham
   College and his J.D. from the Columbia School of Law.

-- Brian J. O'Sullivan, an attorney in the New York Litigation
   Department, focuses his practice on complex reinsurance
   litigations and arbitrations. Mr. O'Sullivan has also handled
   many multi-jurisdictional reinsurance disputes. He received his
   B.A., cum laude, from Boston College and his J.D. from Fordham
   University School of Law.

-- Frank Polverino, an attorney in the New York Capital Markets
   Department, focuses his practice on commercial mortgage-backed
   securities and residential mortgage-backed securities. He has
   been responsible for a variety of public and private CMBS
   transactions, including fixed-rate conduit, floating-rate
   conduit, large loan, singe asset and seasoned pool deals, as
   well as resecuritization of CMBS. He received his B.S. from New
   York University's Stern School of Business and his J.D., cum
   laude, from Brooklyn Law School.

-- Jeffrey Y. Rotblat, an attorney in the New York Capital Markets
   Department, focuses his practice on all forms of commercial
   mortgage-backed securitization and resecuritizations, real
   estate and asset backed CDOs, whole loan trades, franchise loan
   securitizations, real estate participations and real estate
   mezzanine lending. He has been responsible for all of the
   legal, real estate and securities aspects of CMBS transactions.
   He received his B.A. from Yeshiva University and his J.D., cum
   laude, from the University of Pennsylvania Law School, where he
   was appointed to the Moot Court Board.

-- Martin L. Seidel, an attorney in the New York Litigation
   Department, focuses his practice on complex business litigation
   matters, including corporate control litigation, securities
   fraud class actions, corporate governance litigation, antitrust
   litigation, government investigations, internal investigations,
   and litigation involving contractual disputes among major
   commercial entities in the United States and abroad. Mr. Seidel
   has been involved in matters involving complex tender offers,
   securities fraud, corporate/fiduciary duty, brokerage industry,
   antitrust and class action litigation. He received his B.A.,
   magna cum laude, from the University of Wisconsin and his J.D.
   from Columbia School of Law where he was a Harlan Fiske Stone
   Scholar and Managing Editor of the Columbia Journal of
   Transactional Law.

-- Matthew J. Williams, an attorney in the London Banking and
   Finance Department, focuses his practice on high value UK and
   European energy work, including project development and
   financing, financial restructuring, mergers and acquisitions,
   privatizations and commodity/derivatives trading. He has
   extensive experience in power and energy related projects with
   particular expertise in energy trading, the development of
   green-field independent power projects, power sector
   privatizations and energy related joint ventures. He studied
   law at New College, Oxford University, graduating with an Upper
   Second class (Honours) degree. He attended the College of Law
   in London.

Cadwalader, Wickersham & Taft LLP, established in 1792, is one of
the world's leading international law firms, with offices in New
York, Charlotte, Washington and London. Cadwalader serves a
diverse client base, including many of the world's top financial
institutions, undertaking business in more than 50 countries in
six continents. The firm offers legal expertise in securitization,
structured finance, mergers and acquisitions, corporate finance,
real estate, environmental, insolvency, litigation, health care,
banking, project finance, insurance and reinsurance, tax, and
private client matters. More information about Cadwalader can be
found at http://www.cadwalader.com


* BOND PRICING: For the week of December 15 - 19, 2003
------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
AK Steel Corp.                         7.750%  06/15/12    68
American & Foreign Power               5.000%  03/01/30    67
AnnTaylor Stores                       0.550%  06/18/19    74
Asarco Inc.                            8.500%  05/01/25    49
Burlington Northern                    3.200%  01/01/45    56
Calpine Corp.                          8.625%  08/15/10    73
Coastal Corp.                          6.950%  06/01/28    74
Comcast Corp.                          2.000%  10/15/29    33
Cox Communications Inc.                2.000%  11/15/29    32
Cray Research                          6.125%  02/01/11    45
Cummins Engine                         5.650%  03/01/98    70
CV Therapeutics                        2.000%  05/16/23    72
Delta Air Lines                        8.300%  12/15/29    64
Dynex Capital                          9.500%  02/28/05     1
Elwood Energy                          8.159%  07/05/26    73
Finova Group                           7.500%  11/15/09    56
GB Property Funding                   11.000%  09/29/05    70
Gulf Mobile Ohio                       5.000%  12/01/56    71
Level 3 Communications Inc.            6.000%  09/15/09    68
Level 3 Communications Inc.            6.000%  03/15/10    67
Levi Strauss                           7.000%  11/01/06    69
Levi Strauss                          12.250%  12/15/12    72        
Liberty Media                          3.750%  02/15/30    65
Liberty Media                          4.000%  11/15/29    69
Mirant Corp.                           2.500%  06/15/21    55
Mirant Corp.                           5.750%  07/15/07    55
Northern Pacific Railway               3.000%  01/01/47    54
PMA Capital Corp.                      4.250%  09/30/22    72
Polaroid Corp.                         6.750%  01/15/49    21
Redback Networks                       5.000%  04/01/07    52
Universal Health Services              0.426%  06/23/20    65
US Timberlands                         9.625%  11/15/07    56
Worldcom Inc.                          6.400%  08/15/05    34

                          *********

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***