TCR_Public/031217.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, December 17, 2003, Vol. 7, No. 249

                          Headlines

3370 BROWARD CORP: Case Summary and Largest Unsecured Creditor
ADVANCED COMMS: Cuts Debt by an Additional $570,000
AFC ENTERPRISES: Files 2002 Annual Report & Restated Financials
AIR CANADA: Monitor Provides Equity Solicitation Process Update
AIR CANADA: Justice Farley Approves Trinity Investment Agreement

AJAX ONE: Fitch Affirms Class IV Fixed-Rate Note Rating at BB+
ALLIED DEVICES: Implements Change of Control Pursuant to Plan
ALPHASTAR INSURANCE: Case Summary & Largest Unsecured Creditors
AMERICAN HOMEPATIENT: Gets OK to Reject Warrants Held by Lenders
AMES DEPARTMENT: Trade Creditors Sell 7 Claims Totaling $1.2MM

ANC RENTAL: Proposes to Establish Liquidating Trust Under Plan
AURORA FOODS: Wants Pay $15 Million of Secured Vendor Claims
AVAYA INC: Former Honeywell CFO Richard Wallman Joins Board
BALDWIN CRANE: Jager Smith Represents Committee as Counsel
CABLE & WIRELESS: Mirror Image Extends Customers Special Offer

CALPINE CORP: Extends Initial Purchaser's Options to January 23
CHESAPEAKE ENERGY: Declares Common and Preferred Share Dividends
CHESAPEAKE ENERGY: Provides Early Results of Exchange Offer
COVANTA ENERGY: Plan-Filing Exclusivity Intact Until February 23
COX TECHNOLOGIES: Enters Pact to Sell Assets to Sensitech Inc.

CPT HOLDINGS: Case Summary & 7 Largest Unsecured Creditors
CRANSTON, RI: Fitch Plucks BB- Bond Rating from Watch Neg.
DDI CORP: Issues 23.7M New Common Stock Shares Pursuant to Plan
DELTA FINANCIAL: Prices $470 Million Asset-Backed Securitization
DII INDUSTRIES: Files Prepack. Chapter 11 Petition in Pittsburgh

DII INDUSTRIES: Case Summary & 30 Largest Unsecured Creditors
DII INDUSTRIES: Halliburton Completes Debt Exchange Offer
DILLARD'S INC: Increases Revolving Credit Facility to $1 Billion
ECLICKMD: Court Confirms Reorganization Plan Effective Dec. 15
EL PASO: S&P Cuts Rating to B as Company Pursues Long-Range Plan

EL PASO: Launches Long-Range Plan, Detailing Workout Initiatives
ENRON: Seeks Court Clearance for Project Inauguration Settlement
EUROGAS INC: September 30 Balance Sheet Upside-Down by $10 Mill.
EVOLVE SOFTWARE: Final Decree Hearing Scheduled for Tomorrow
FLEMING: Gets Go-Signal to Pay $325-Mill. to Prepetition Lenders

FLOW INT'L: Files Second-Quarter Report on SEC Form 10-Q
FMC CORP: Elects Mark P. Frissora to Board of Directors
FYOCK & ASSOCIATES: Voluntary Chapter 7 Case Summary
GENESIS: Neighborcare Halts Trading Under Employee Benefit Fund
GINGISS GROUP: Auctioning-Off Tuxedo Assets on December 22

GULFTERRA ENERGY: S&P Affirms BB+ Rating Following Merger News
H&E EQUIPMENT: S&P Says Company Concerns are Still Manageable
HAND BRAND DISTRIBUTION: Sewell & Co. Bows-Out as Accountant
HANOVER COMPRESSOR: Completes Two Senior Notes Public Offering
HARKEN ENERGY: Sells Panhandle Assets and Repays All Bond Debt

HARNISCHFEGER: Court Stays Distribution of HII Reserve Stock
HAWAIIAN AIRLINES: Pilots Demand $4.25 Pension Back Payment
HEALTHSOUTH: George Strong and Charles Newhall Resign from Board
HORSEHEAD INDUSTRIES: Court Approves Asset Sale to Sun Capital
ICO INC: Won't Make Preferred Share Dividend Payment

INNSUITES HOSPITALITY: Oct. Net Capital Deficit Widens to $2.8MM
INT'L PAPER: Will Redeem All 7.875% Capital Securities on Jan 14
INT'L STEEL: Underwriters Purchase Additional 2.4 Million Shares
INTERNET CAPITAL: Will Continue Listing on Nasdaq SmallCap
INTERPLAY ENTERTAINMENT: Sells Galleon to SCi Entertainment

INTERPOOL INC: Will Pay Quarterly Cash Dividend on Jan. 2, 2004
ISLE OF CAPRI: Opens Casino at Westin and Sheraton in Bahamas
JAMES CABLE: Consummates Pre-Negotiated Reorganization Plan
J.P. MORGAN: S&P Takes Rating Actions on Series 2001-A Notes
KMART CORP: Court Reclassifies 1,500 Claims Totaling $432 Mill.

KSAT SATELLITE: Avihu Bergman Appointed as New Director
LEGACY HOTELS: Concludes Refinancing Deal & Debenture Repayment
LENNOX INT'L: 2004 Annual Shareholders Meeting Set for April 16
LENNOX INT'L: Declares Quarterly Cash Dividend Payable on Jan. 2
METROPOLITAN ASSET: Fitch Takes Rating Actions on 2 Note Issues

MIRANT CORP: Equity Committee Taps Hohmann Taube as Co-Counsel
MORGAN STANLEY: S&P Ups Ratings on Classes F & H Notes to BB+/B
NEXMED INC: Completes $6 Million Refinancing Transactions
NORSKECANADA: Powell River Council Cuts Property Tax by $200K
NUTRAQUEST: Montgomery McCracken Retained as Committee's Counsel

ONIX MICROSYSTEMS: Court Sets Dec. 31 as Claim-Filing Deadline
PG&E NATIONAL: Mitsubishi Seeks Appointment of Examiner
PHARMANETICS: Seeks Strategic Alternatives, Including Asset Sale
PILLOWTEX CORP: Target & Mervyn Take Steps to Recover Damages
PLAINS ALL AMERICAN: Takes 100% Stake in Atchafalaya Pipeline

RANGE RESOURCES: Will Acquire West Texas Properties for $85 Mil.
ROHN INDUSTRIES: Sale of Assets to Radian Communication Okayed
ROOTIN TEUTON HOTEL: Voluntary Chapter 11 Case Summary
ROWECOM/DIVINE: Creditors Have Until Month-End to Prove Claims
SIX FLAGS INC: Wants $130-Million Increase in Credit Facility

SK GLOBAL AMERICA: Keeps Plan-Filing Exclusivity Until Match 18
SOUTHWALL TECH.: Needham Letter Agreement Extended Until Friday
STOLT-NIELSEN: Continuing Long-Term Waiver Talks with Lenders
SUN NETWORK GROUP: Limited Cash Raises Going Concern Uncertainty
SYMBOL TECHNOLOGIES: Names Three New Independent Directors

TEMBEC: Closes Buy-Out of Ontario Weyerhauser Sawmill for C$26MM
TENNECO AUTOMOTIVE: Closes on $800 Mill. Senior Credit Facility
TEXON ENERGY: Creditors Must File Claims by December 31, 2003
UNITED RENTALS: Wayland Hicks Becomes Chief Executive Officer
USEC INC: Names Lisa E. Gordon-Hagerty as EVP and COO

USURF AMERICA: Independent Auditors Express Going Concern Doubt
WISCONSIN AVENUE: Fitch Ups Series 1996-M3 Class D Rating to BB+
WISCONSIN AVE: Fitch Raises Class C Notes' Rating a Notch to BB-
WMC FINANCE: S&P Assigns B- Rating to $200M Senior Debt Issue
WORLD AIRWAYS: Adjourns Special Shareholders' Meeting to Friday

WORLDCOM INC: October 2003 Net Loss Tops $194 Million
WORLDWIDE WIRELESS: Wants to Amend Plan of Reorganization
W.R. GRACE: New COO Festa Discloses Owning No Grace Common Stock
XO: Receives $192MM in Value, Upon Global Crossing's Emergence
XRG INC: Significant Losses Raise Going Concern Uncertainty

* FTI Brings-In Gregory F. Rayburn as Senior Managing Director

* Meetings, Conferences and Seminars

                          *********

3370 BROWARD CORP: Case Summary and Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: 3370 Broward Corp.
        3370 North West 47th Terrace
        Lauderdale Lakes, FL 33319

Bankruptcy Case No.: 03-17917

Type of Business: Health & Medical services

Chapter 11 Petition Date: December 15, 2003

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Bruce Buechler, Esq.
                  Lowenstein Sandler, PC
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: 973-597-2308
                  Fax: 973-597-2309

Total Assets: $4,000,000

Total Debts:  $950,000

Debtor's 1 Largest Unsecured Creditors:

Entity                               Claim Amount
------                               ------------
Judith M. Fink, Director                 $950,000
Tax Collector, Broward County
115 S. Andrews Ave., Room 218
Fort Lauderdale, FL 33301


ADVANCED COMMS: Cuts Debt by an Additional $570,000
---------------------------------------------------
Advanced Communications Technologies, Inc. (OTCBB:ADVC) has
reduced an additional $570,000 of accrued and contingent
liabilities including settlements with two of its major trade
creditors, one of which is the Company's landlord in California.
These settlements bring ACT's total debt reduction to over $2.2
million since September.

ACT's President and CFO, Wayne Danson commented by saying, "This
is an enormous accomplishment for the Company. We have just
settled with two major creditors as we continue to put a
substantial effort into settling the remainder of our debt as soon
as practicable. We remain in full force with our restructuring
strategy to clean up our balance sheet and reshape the Company."

An additional $250,000 of debt discharge income was generated from
these recent debt settlements, and will be reflected in the
Company's second quarter interim financial statements.

The Company anticipates announcing the next phase of its
restructuring and repositioning strategy by mid January 2004,
which includes investment and other profit generating activities
expected to yield strong shareholder returns.

Advanced Communications Technologies Inc., owns the exclusive
marketing and distribution rights throughout the North and South
American markets to SpectruCell, a software-defined radio multiple
protocol wireless system that is currently being developed by an
unrelated party in Australia. At June 30, 2003, the Company's
balance sheet shows a total shareholders' equity deficit of about
$6 million.


AFC ENTERPRISES: Files 2002 Annual Report & Restated Financials
---------------------------------------------------------------
AFC Enterprises, Inc. (Pink Sheets: AFCE), the franchisor and
operator of Popeyes(R) Chicken & Biscuits, Church's Chicken(TM),
Cinnabon(R) and the franchisor of Seattle's Best Coffee(R) in
Hawaii, on military bases and internationally, announced the
filing of its annual report on Form 10-K for 2002, as well as
its restated financial statements for the fiscal years 2001 and
2000.

Fiscal year 2002 versus fiscal year 2001, as restated, included:

     - System-wide sales at AFC's 4,071 restaurants, bakeries and
       cafes, including the Company's wholesale operations of
       Cinnabon and Seattle Coffee Company, increased 4.7 percent
       to $2.7 billion versus $2.6 billion in 2001.

     - Franchise revenues increased 10.1 percent to $111.3 million
       from $101.1 million in 2001.  This increase was primarily
       attributable to a net increase of 397 franchised units.  As
       of December 29, 2002, the Company had 3,532 franchised
       restaurants, bakeries and cafes.

     - Total revenues in 2002 were $619.6 million compared with
       total revenues of $687.2 million in 2001.  This decline was
       primarily attributable to the sale of company-owned
       restaurant units to franchise partners. During 2002, the
       Company sold 175 of its company-operated units to
       franchisees as part of its ongoing strategy to concentrate
       on franchising.

     - Consolidated operating profit was $38.7 million in 2002
       compared with $53.9 million in 2001.  The decrease in
       consolidated operating profit was primarily the result of
       $44.6 million in non-cash charges for impairment of non-
       current assets, principally from the write-down of
       goodwill in the Company's coffee segment.

     - AFC reported $122.9 million in adjusted EBITDA, as defined,
       versus $116.4 million in 2001.

     - AFC reported a net loss of $11.7 million, or $0.37 per
       diluted share in 2002, compared with net income of $15.6
       million, or $.50 per diluted share in 2001.  The net loss
       was primarily the result of significant goodwill and other
       impairment charges.

     - AFC generated $93.8 million in cash flow from operating
       activities in 2002 compared to $57.4 million in 2001,
       representing a 63.4 percent increase over the prior year.

Chairman and CEO Frank Belatti stated, "The release of these
results is a major milestone that enables us to move forward as an
organization.  The Company is firmly committed to driving
operational performance and focusing our business model on
franchising. We strongly believe in the tremendous appeal of our
concepts and despite the challenges that AFC has confronted
recently, we continue to see strong opportunity for expanding our
brands globally.  We look forward to 2004 as we continue to
implement actions to improve results and build a sustainable
growth path for each of our brands."

                  Financial Performance Review

System-wide sales at AFC's 4,071 restaurants, bakeries and cafes
were $2.7 billion which included Seattle Coffee Company's
wholesale sales of $65.9 million in 2002 and Cinnabon wholesale
sales of $3.6 million.  This compared with total system-wide sales
of $2.6 billion in 2001, including wholesale sales of $61.1
million for Seattle Coffee Company.  Cinnabon did not implement
its pre-packaged cinnamon roll wholesale strategy until 2002.

For fiscal year 2002, franchise revenues increased 10.1 percent
from 2001 to $111.3 million.  This franchise related revenue
increase represented the addition of 314 net domestic franchised
units, including the conversion of 175 company-operated units to
franchised units and 83 net new international franchised units,
despite a decrease in franchise royalties due to lower same store
sales performance.  AFC's total revenue for fiscal year 2002 was
$619.6 million compared to $687.2 million in 2001. The total
revenue decrease was primarily due to the sale of company-operated
units to franchise partners as part of AFC's conversion strategy.

Popeyes and Church's posted a record year of $108.1 million in
operating profit for 2002, an improvement from 2001 of
approximately 18.5 percent. Operating profit for Cinnabon
decreased $8.7 million due to a decline in per-bakery operating
margins, softened same-store sales and a $3.1 million impairment
of tangible assets at certain under-performing bakeries.

Seattle Coffee Company experienced a decline in operating profit
primarily due to the $33.3 million of asset impairments,
reflecting the difference between the fair value of the Company's
continental U.S. coffee segment and its book value.  AFC completed
the sale of the Seattle Coffee Company to Starbucks Corporation
for $72.0 million on July 14, 2003.

Consolidated operating profit for AFC was $38.7 million in 2002
compared to $53.9 million in 2001.  The decrease was primarily
attributable to charges for impairment of non-current assets.

AFC reported $122.9 million in adjusted EBITDA in 2002 compared to
$116.4 million in 2001.  This increase was primarily driven by the
strong operating performance of AFC's chicken brands.

For fiscal year 2002, AFC's diluted earnings per share of $0.37
reflected a decrease of $.87 in earnings per share compared to
$.50 per diluted share in 2001.  This decline is primarily the
result of impairment charges.

For fiscal year 2002, AFC reported cash flow from operating
activities of $93.8 versus $57.4 million in 2001 due to strong
operating performance before consideration of non-cash charges
relating to asset write-downs, increase in deferred taxes and
favorable net fluctuations in operating asset and operating
liability balances.

                    Other Business Matters

Share Repurchase Program

On July 22, 2002, AFC's board of directors approved a share
repurchase program of up to $50 million, effective as of such
date. On October 7, 2002, AFC's board of directors approved an
increase to this program from $50 million to $100 million. The
program, which is open-ended, allows the Company to repurchase its
shares from time to time in accordance with the requirements of
the Securities and Exchange Commission. As of December 29, 2002,
AFC repurchased 3,692,963 shares of its stock for $77.9 million
under this program. These purchases were funded from the proceeds
of the Company's bank credit facility and internally generated
funds. The average weighted shares outstanding for 2002 were 30.0
million shares.

AFC has not repurchased any additional shares in 2003. While the
Company expects to continue with its repurchase program once it is
fully compliant with the Securities and Exchange Commission
reporting requirements, there are no assurances with regard to the
number of shares the Company may repurchase nor the timing of when
the additional repurchases will occur.

Status of 2003 10-Q Filings

Work on the Company's 10-Q filings for the current 2003 fiscal
year is underway.  The Company intends to make every effort to
file its Quarterly Reports on Form 10-Q for the first three
quarters of 2003 as soon as possible.

Key Operational Measures: 2004 Outlook

AFC previously reported the Company's operational expectations for
the full year 2003 in a press release dated November 4, 2003.  The
following highlights AFC's key operational projections for 2004:

Domestic Same-store Sales Growth

AFC is projecting full year 2004 blended domestic same-store sales
to be up 1.0-2.0 percent.  By brand, AFC is estimating domestic
same-store sales growth for 2004 to be up 1.0-2.0 percent for
Popeyes, flat to up 1.0 percent for Church's and up 2.5-3.5
percent for Cinnabon.

New System-wide Openings

The Company is anticipating that 315-345 new unit openings will
occur in 2004.  This figure is comprised of the addition of 170-
180 Popeyes units, 55-65 Church's units, 65-70 Cinnabon units, and
25-30 Seattle's Best Coffee international units.  Net new units
for 2004 are projected to be 175-215 units as a result of
approximately 130-140 unit closings.

Commitments

AFC is expecting a recovery in the sale of new commitments for
future development in 2004.  The Company is projecting to sign
550-600 new commitments with Popeyes recording 325-350, Church's
with 125-135 and Cinnabon with 100-115.  However, the 2004
domestic commitments will be dependent on the timing of the
Company's franchise offering circulars and state franchise
registrations, which are expected to be executed no later than the
end of the first quarter of 2004.

The Company will provide financial performance guidance for 2004
after the filing of Quarterly Reports on AFC's Form 10-Q for the
first three quarters of 2003.

Dick Holbrook, President and COO of AFC Enterprises, stated, "We
continue to see a modest recovery in the business as we focus on
action-oriented solutions to improve brand performance.  We expect
this trend to continue into 2004 but have taken a conservative
position in our overall operational performance outlook to make
sure that our initiatives continue to prove successful, and to
allow AFC to return to a more normalized level of business
activity once we are able to fully engage in our franchise sales
activities."

AFC Enterprises, Inc. is the franchisor and operator of 4,077
restaurants, bakeries and cafes as of November 30, 2003, in the
United States, Puerto Rico and 35 foreign countries under the
brand names Popeyes(R) Chicken & Biscuits, Church's Chicken(TM)
and Cinnabon(R), and the franchisor of Seattle's Best Coffee(R) in
Hawaii, on military bases and internationally. AFC's primary
objective is to be the world's Franchisor of Choice(R) by offering
investment opportunities in highly recognizable brands and
exceptional franchisee support systems and services. AFC
Enterprises had system-wide sales of approximately $2.7 billion in
2002 and can be found on the World Wide Web at
http://www.afce.com/

                             *    *    *

               Credit Facility and Current Ratings

The Company's outstanding debt under its credit facility
agreement, net of investments, at the end of Period 9 of 2003 was
approximately $125 million, down from approximately $218 million
at the end of 2002 as a result of cash generated from ongoing
operations and the sale of its Seattle Coffee Company subsidiary.
On August 25, 2003, Standard & Poor's Ratings Services raised the
Company's senior secured bank loan ratings to 'B' from 'CCC+' and
on August 28, 2003, Moody's Investor Service lowered the Company's
secured credit facility rating from Ba2 to B1.


AIR CANADA: Monitor Provides Equity Solicitation Process Update
---------------------------------------------------------------
Air Canada, which is restructuring under the Companies' Creditors
Arrangement Act, said that the Fifteenth Report of the Monitor
provided update on further developments relating to the equity
solicitation process has been completed by Ernst and Young Inc.,
and is available at http://www.aircanada.com/

In the Report, the Monitor expresses the view that it is essential
for Air Canada's equity plan sponsor selection process to be
completed in order for the Company to re-commence critical
restructuring initiatives that have been deferred. The Monitor is
also of the view that there must be a definitive process and
timeline for Trinity Time Investments to respond to the Cerberus
Offer.

The Monitor concurs with the Company's intention to immediately
seek advice and directions of the Court in connection with
bringing finality to the equity solicitation process. Air Canada
made an application to the Court on December 16, 2003 for an order
that the equity plan sponsor selection process be deemed to be
completed on December 22, 2003.

Subject to the Court's approval, Air Canada on December 22 will
report to the Court regarding the material details of the
investment proposal received from Cerberus on December 10, 2003,
the amendments or improvements proposed by Trinity to the Trinity
Agreement, if any, and any other matters relevant to Air Canada's
intentions thereto including the date (if later) by which the
Board of Air Canada expects to make a final determination in
relation to the Cerberus Investment Proposal or any Trinity
amendment.


AIR CANADA: Justice Farley Approves Trinity Investment Agreement
----------------------------------------------------------------
"The fact that Cerberus delivered a superior proposal outside of
the equity solicitation process demonstrates that the equity
solicitation process was flawed in that it failed to achieve the
objective of maximum value for [Air Canada's] Creditors," Harvey
T. Strosberg, Esq., at Sutts Strosberg LLP, in Windsor, Ontario,
representing Mizuho International , plc, tells the Court.

On behalf of Mizuho International, plc, Mr. Strosberg notes that
Ernst & Young Inc., in its report on December 4, 2003, indicated
that Cerberus has agreed to submit a final investment proposal to
Air Canada by Friday, December 12, 2003.  Air Canada advised the
CCAA Court that its Board of Directors will consider the Cerberus
proposal to determine if it provides superior benefits for the
creditors.

Mr. Strosberg also notes that the Trinity Agreement itself
contemplates that the equity solicitation process was not final
or completed.  As provided in the Trinity Agreement, nothing in
that Agreement will prevent the Board from complying with a Court
order to consider, approve, recommend or enter into any
agreement, which the Board determines in good faith to be a
"Superior Proposal," as defined in the Trinity Agreement.

Mizuho believes that the appropriate course of action for the
Court is to adjourn the hearing on the approval of the Trinity
Investment to December 17, 2003, pending the Board's
deliberations and recommendations of Cerberus' Final Proposal.

"This is supposed to be an independent, fair and transparent
process designed to achieve maximum value for the creditors," Mr.
Strosberg says.

Mr. Strosberg explains that adjourning the hearing preserves the
Trinity Agreement, avoids the payment of any unnecessary break
fees, does not delay the process and avoids the potential for
appeals from any final decision approving the selection of the
equity plan sponsor.

Mizuho is a London-based securities company within the Mizuho
Financial Group, the world's largest banking and securities
institution.  Mizuho is a member of the London Stock Exchange.

Mizuho holds CND112,000,000 of Air Canada's financial debt.  On
October 6, 2003, Mizuho entered into an agreement with Air Canada
whereby it agreed to restrict its ability to trade the debt it
owns.  Mizuho agreed to this restriction so that it could play a
meaningful role in maximizing unsecured creditor recoveries.

            Unsecured Creditors' Conditional Support

The Ad hoc Unsecured Creditors' Committee supports the approval
of the Trinity Agreement on the conditions that:

   (a) an open, transparent and fair "topping process" be
       established by the Court and supervised by the Court, and
       that the Creditors Committee be provided a meaningful
       opportunity to provide its input to all concerned,
       including the Air Canada board of directors; and

   (b) certain material business points in the Trinity Agreement
       be clarified or modified prior to its incorporation into
       a plan of arrangement.

The Creditors Committee contends that the equity process was
closed, unclear, and did not account for the interests of
unsecured creditors.  The process ignored significant stakeholder
input, and may not have obtained the maximum recovery available
to Air Canada's stakeholders.

In all the circumstances, the Committee asserts that the CCAA
Court should supervise a final topping process and provide
unsecured creditors and other stakeholders with a meaningful
opportunity to provide their input.  The CCAA Court should
expressly reserve the power to approve the Cerberus offer or any
other superior offer.

On December 1, 2003, Cerberus delivered the "Additional
Materials" to Ernst & Young, Inc. on the express condition that
they be disclosed to Air Canada and all stakeholders
simultaneously.  The next day, Air Canada took the position that
the Additional Materials should not be disclosed to anyone.  Air
Canada subsequently informed the Monitor that it intended to seek
an injunction on December 5, 2003.

Howard A. Gorman, Esq., at Macleod Dixon LLP, in Toronto,
Ontario, tells Mr. Justice Farley that the Creditors Committee
learned of this indirectly, and asked Air Canada and the Monitor
that it be provided notice.  But the Committee was not given
notice.

On December 4, 2003, the CCAA Court granted a Consent Order at a
chambers attendance involving Air Canada, the Monitor, Trinity
and Cerberus.  The Order recites that a consensus had been
reached among the parties as to a procedure to be followed in
presenting and considering an "Investment Proposal" which may be
a "Superior Proposal" within the meaning of the Trinity
Agreement.  Mr. Gorman says that the Committee was not consulted
regarding the consensus.

"Air Canada has advised that, provided that the Trinity Agreement
is approved by [the] Court, and provided that it determines that
it is obliged to do so under clause 9(4) of the Trinity
Agreement, it would submit the Cerberus proposal to its board,"
Mr. Gorman says.  "It is noteworthy that the topping process as
contemplated by clause 9(4) does not expressly contemplate
stakeholder involvement in determining whether the competing
offer is a 'Superior Proposal.'  However, nothing prevents the
board from complying with any Court order to consider competing
offers and nothing restricts the court from empowering other
stakeholders to consider offers or participate in any discussions
or negotiations with a competing equity sponsor."

"Air Canada has given no assurance that it will give the
[Committee] a meaningful opportunity to provide its suggestions
and views.  Based on past experience and the noted position of
Air Canada, the [Committee] expects that Air Canada has no
intention to give such an opportunity," Mr. Gorman says.

Mr. Gorman also notes that clause 9(4) does not provide an end-
date for any competing offers or potential enhancement of the
Trinity Agreement.

Air Canada advised that, provided that the Court approves the
Trinity Agreement, and provided that the Cerberus offer
constitutes a Superior Proposal, "the company will seek the
authorization of this Honourable Court to take further steps in
respect of that Superior Proposal, again in accordance with the
terms of the Trinity Investment Agreement."  Nevertheless, the
Creditors Committee fully expects that Air Canada will not give
it any opportunity to provide input as to whether the offer
constitutes a Superior Proposal.

Mr. Gorman also relates that the Creditors Committee attempted to
seek clear confirmation that Trinity Time Investments is
investing CND650,000,000 for 31.23% of the fully diluted equity
of Air Canada Enterprise, and the proposed 2% equity grants to
Messrs. Robert Milton and Calin Rovinescu would be made from the
31.23% holding and without any impact on the ownership interests
of the unsecured creditors.  The Committee also asked Air Canada
to clarify this business term:

     "Corporate governance/control: e.g. (i) all voting
     rights and board appointments should be consistent with
     shareholdings of [Air Canada Enterprise] in order to
     ensure that all shares have comparable liquidity and
     value; and (ii) any new executive employment
     compensation, retention and stock option programs should
     be allocated by the new board."

Air Canada hasn't been cooperative.

             Trinity Urges Court to Approve Investment

Trinity Time Investment Limited tells the CCAA Court that its
offer is the best there is for the cash-strapped airline.
Trinity is a suitable long-term partner for Air Canada.  It
represents opportunities for Air Canada to exploit synergies with
a myriad of premium transportation enterprises.  Therefore, the
Investment Agreement should be approved.

Trinity relates that its CND650,000,000 offer in exchange for
31.23% if the fully diluted equity of Air Canada Enterprises, the
holding company of Reorganized Air Canada, facilitates Air
Canada's receiving an additional CND450,000,000 by way of a
rights offering.  Trinity also notes that the Investment
Agreement permits Air Canada to use part of the CND650,000,000 to
retire a $106,000,000 note to be issued to GE Capital Aviation
Services.  If, as anticipated, Trinity can reach an agreement
with GE Capital, additional equity in Air Canada Enterprises will
be available to unsecured creditors.

Although the Investment Agreement contains customary anti-
solicitation provisions in its favor, Trinity points out that the
Investment Agreement affords Air Canada a "fiduciary out" which
allows the airline to pursue a Superior Proposal.  The Investment
Agreement requires Trinity to stand ready to commit its
CND650,000,000 over an extended period, during which it is
exposed to material risks over which it has no control and which
could prevent the transaction from closing.

If the sale of an airline is complex, the selection of an equity
investor for an airline is even more so.  Trinity believes that
the Air Canada directors, using their business judgments, are
best-placed to assess matters of value -- not just price,
including issues as completion risk, regulatory concerns,
commitment to the enterprise, ability to work with the
stakeholders and synergies with other enterprises.  Trinity
assures the Court that the Air Canada directors, in choosing it
as the plan partner, made the right choice.

Trinity attests that Air Canada acted properly and not
improvidently in the equity solicitation process.  The Process,
therefore, should not be assessed in the abstract.  It should be
remembered that there was a limited time within which to conduct
the Process, a limited number of eligible participants, and that
it was conducted at a time when Air Canada was insolvent.

Late bids are relevant only when in a very limited sense.  In
certain circumstances, Trinity admits that a late bid may be so
much better than the proposed transaction when the price
contained in an accepted offer is unreasonably low or the
selection process was inadequate.  Where that is not the case,
late bids are irrelevant.

Trinity informs Mr. Justice Farley that the courts in Noevir
Canada Ltd. v. 149129 Canada Ltd. [1986] O.J. No. 2639 (H.C.J.)
and In re 230 Travel Plaza Inc. [2002] O.J. No. 5006 (S.C.J.)
have declined to consider late bids even when they have been
"significantly" or "substantially" higher than the offers which
were before the court for consideration.  Trinity reminds the
CCAA Court that Air Canada advised the participants in the
Process that what was required of them was a "final and binding"
investment agreement.  The participants were told of the deadline
to submit final offers.  They were told that the investment
agreement entered would form the basis of a plan of arrangement.
Nevertheless, Cerberus chose not to make its best bid by the
November 7, 2003 deadline.  In other words, the offer Cerberus
tendered by the deadline was the most it could.

This cannot possibly lead to the conclusion that the Process was
inappropriate or that the Investment Agreement was improvident,
Trinity asserts.  If nothing else, Air Canada was entitled to
proceed on the basis that the parties had put their best foot
forward, since it was abundantly clear that that is what they
were being asked to do.  Trinity put a great deal of time, energy
and money in the Process.  Its interests are worthy of
consideration by the CCAA Court.

         Air Canada Reasserts that Trinity Offer is Best

When considering whether to approve a particular transaction,
Sean F. Dunphy, Esq., at Stikeman Elliott LLP, in Toronto,
Ontario, tells Mr. Justice Farley that in Royal Bank v. Soundair
Corp. (1991), 7 C.B.R. (3d) 1 at 6 (Ont. C.A.) and In re Canadian
Red Cross Society/Societe Canadienne de la Croix-Rouge (1998), 5
C.B.R. (4th) 299 at 316 (Ont. Gen. Div. [Commercial List]), the
Ontario Court of Appeal enunciated these factors:

   (a) Whether the debtor has made sufficient effort to obtain
       the best arrangement and has not acted improvidently;

   (b) Whether the proposed transaction has taken into
       consideration the interests of all parties;

   (c) Whether the process by which the offers were obtained was
       conducted efficaciously and with integrity; and

   (d) Whether there has been any unfairness in the working out
       of the process.

Mr. Dunphy assures the CCAA Court that Air Canada has made
sufficient effort and has not acted improvidently.  Air Canada
conducted its search for a plan sponsor in a very open, efficient
and competitive manner so as to attract the best bid possible.
Its Board of Directors has been active, diligent, independent and
independently represented.

Air Canada's efforts to obtain an equity investor were first made
public in June 2003 through various press releases and Monitor's
reports.  The process was developed by Air Canada with advice
from its advisors and in consultation with Ernst & Young Inc.,
all of whom have a great deal of experience in conducting and
supervising -- on the Court's behalf -- such processes.  Air
Canada went to great lengths to ensure that all potential
investors had the opportunity to participate in the process.  A
list of qualified institutions, investment companies and equity
funds was created, and other potential investors were invited to
approach the Monitor.

Interested bidders were afforded adequate time and assistance to
conduct due diligence and submit a letter of intent.  Air Canada
narrowed the list of potential investors to a group of finalists,
who were invited to make presentations to the Board.  Two final
candidates were invited to conduct further due  diligence, to
keep the bid process competitive, and thereby protect the best
interests of its stakeholders.

Mr. Dunphy relates that the Trinity Agreement was selected by the
Board in the exercise of its business judgment on the basis that
combining it with the arrangement with Deutsche Bank represented
the best available transaction, all things considered, resulting
in the greatest overall return to the Applicants and their
stakeholders generally while providing the best qualitative
foundation for continuing to build a comprehensive, stable
restructuring plan.  To the extent that any balancing of
interests is required, the benefits of the Agreements far
outweigh any inconvenience, if any, to stakeholders, and
substantial economic benefits will accrue to the Applicants and
their stakeholders generally.

The equity plan sponsor will have a material role in helping to
build the equity value of a restructured Air Canada to deliver
value to all of Air Canada's stakeholders.  That value can be
measured in a number of ways -- short term vs. medium to long-
term equity value, stability and strength over the long term.
The process of weighing the relative merits of competing
investment proposals has quintessentially involved an independent
Board in applying its business judgment to a complex task.

Mr. Dunphy also notes that the Process was conducted in a
purposeful manner and with integrity with the supervision and
oversight of an independent Board and a court-appointed monitor.
The Monitor was substantially involved in the process in both a
participatory and oversight role, and has regularly reported on
the status and progress of the process to the Court.  The Process
has been fair.

Ernst & Young believes that a proper Solicitation Process has
resulted in the selection of Trinity as plan sponsor, without
compromising the principle of maximizing stakeholder recovery in
the event that another investment proposal is submitted to Air
Canada for its consideration.  The Monitor recommends the
approval of the Trinity Investment.

                          *     *     *

Mr. Justice James Farley approves the Trinity Investment
Agreement.  As agreed by the parties, Trinity, Air Canada and
Cerberus will abide by the provisions of Section 9 (4) of the
Agreement should a final investment proposal be submitted by
Cerberus.

In a news release on December 10, 2003, Air Canada announced that
it received a revised proposal from Cerberus at 3:00 p.m. that
day.  Air Canada did not provide any comment.

Mr. Justice Farley also dismisses Mizuho's proposal to adjourn
the hearing.

"I do not see that it is necessary or desirable in the
circumstances to grant an adjournment notwithstanding [Mizuho's]
able argument," Mr. Justice Farley says.

Mr. Justice Farley explains that, while it is true that the
equity solicitation process was approved by the Court in advance,
no one cam forward from the start of the process in July 2003 to
the selection of Trinity in November 2003 with a complaint that
the process was unfair, skewed or otherwise flawed.  Mr. Justice
Farley states that the Monitor has been, without question, truly
independent.

Mr. Justice Farley observes that Mizuho, which was quite keen on
getting the Trinity Agreement approved by the CCAA Court, had a
change of heart.  In a November 13, 2003 e-mail by Mizuho, Mr.
Justice Farley notes that Mizuho called for the quick approval of
the Trinity transaction.  In the e-mail, Mizuho stated that:

     "In our view the [Ad Hoc Unsecured Creditors' Committee]
     should move quickly to endorse these transactions,
     removing unhelpful speculation, de-risking the
     restructuring and locking in the value imbedded in those
     proposals for unsecured creditors.

     Timing is of critical importance.  The Trinity and
     Deutsche transactions have now been endorsed by the
     Board of Air Canada and Air Canada is rightly determined
     to obtain Court approval s quickly as possible.  There
     is a better chance of Court approval and less risk of
     the restructuring being destabilised if the [Unsecured
     Creditors' Committee] endorses the proposals publicly
     and quickly."

Mr. Justice Farley says that Mizuho overlooked the fact that
Cerberus, Trinity and the other participants in the solicitation
process agreed to be bound by the process originally and as it
may have evolved. (Air Canada Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AJAX ONE: Fitch Affirms Class IV Fixed-Rate Note Rating at BB+
--------------------------------------------------------------
Fitch Ratings affirms all of the rated notes issued by Ajax One,
Limited. The affirmation of these notes is a result of Fitch's
annual rating review process. The following rating actions are
effective immediately:

        -- $251,000,000 class I floating-rate notes 'AAA';
        -- $33,000,000 class II fixed-rate notes 'A-';
        -- $53,000,000 class III fixed-rate notes 'BBB-';
        -- $9,000,000 class IV fixed-rate notes 'BB+'.

Ajax One, Ltd. is a collateralized debt obligation, which closed
Feb. 28, 2001, supported by a managed pool of asset backed
securities (ABS; 2.2%), corporates (0.3%), commercial mortgage-
backed securities (CMBS; 60.73%) and real estate investment trusts
(REITs; 36.8%). Fitch has reviewed the credit quality of the
individual assets comprising the portfolio.

According to the Nov. 20, 2003 trustee report, the senior par
coverage was 149.83% and the mezzanine par coverage was 111.60%,
relative to test levels of 137% and 105%, respectively. The CDO
has not experienced any significant credit migration or minimal
change in weighted average rating factor.

Based on the stable performance of the underlying collateral and
the overcollateralization tests, Fitch has affirmed all of the
rated liabilities issued by Ajax One, Limited.


ALLIED DEVICES: Implements Change of Control Pursuant to Plan
-------------------------------------------------------------
On September 10, 2003, after notice to all creditors and a formal
hearing, U.S. Bankruptcy Judge Melanie L. Cyganowski issued an
"Order Confirming Liquidating Plan of Reorganization" in the
Bankruptcy Action of Allied Devices Corporation. In conjunction
with that Bankruptcy Order, the Company's liabilities, among other
things, were paid off and extinguished.

The Bankruptcy Order, among other things, implements a change of
control whereby Champion Equities, a Utah limited liability
company, a Mr. David Roff, of Toronto, Canada, and a group of new
investors, are ordered and allowed to take control of Allied
Devices. The principal provisions of the Plan, which are
authorized and implemented by the Bankruptcy Order, are the
following, which is not an exhaustive list:

(a)  the termination of present management and the present Board
     of Directors and appoint Mr. David Roff in their place and
     stead;

(b)  giving a Utah entity known as Champion Industries, the power
     and authority to appoint such other directors, in addition to
     Mr. Roff, as Champion, in its sole discretion deems
     appropriate;

(c)  the reverse split of Allied Devices' common capital stock
     1-for-30 on the basis of 5,048,782 shares issued and
     outstanding immediately prior to the Bankruptcy Order;

(d)  authorizing Champion to amend Allied Devices' Articles of
     Incorporation and Bylaws to i) effect a quasi-reorganization
     for accounting purposes, (ii) provide the maximum
     indemnification or other protections to Allied Devices'
     officers and directors that is allowed under applicable law,
     (iii) conform to the provisions of the Plan and the corollary
     Confirmation Order, (iv) set the authorized stock of the
     Company, post-reverse split, at fifty million (50,000,000)
     common capital shares; and (v) take all action necessary and
     appropriate to carry out the terms of the Plan;

(e)  authorizing Champion, without solicitation of or notice to
     shareholders, to issue (i) 2,000,000 post-reverse split
     shares of Allied Devices' common stock to the new management,
     and (ii) 4,000,000 post-reverse split shares, legend free,
     in the sole and unfettered discretion of Champion;

(f)  the Board of Directors, is authorized, without seeking or
     obtaining shareholder approval to take any and all actions
     necessary or appropriate to effectuate amendments to the
     Certificate of Incorporation and/or Bylaws called for under
     the Plan and the Board of Directors and officers are
     authorized to execute, verify, acknowledge, file and publish
     any and all instruments or documents that may be required to
     accomplish the same; and

(g)  the charter shall be amended in conformance with applicable
     bankruptcy rules and the amended charter or bylaws shall,
     among other provisions, authorize the issuance of any new
     shares while simultaneously prohibiting the issuance of
     nonvoting equity securities to the extent required by
     section 1123(a)(6) of the United States Bankruptcy Code.

After the entry of the Bankruptcy Order, Allied Devices drafted
and submitted a form of Restated and Amended Articles of
Incorporation to the Secretary of State of Nevada implementing the
foregoing, including, but not limited to, other provisions
required of the Company under the Bankruptcy Order.

As a result of the Bankruptcy Order giving Mr. Roff the power and
authority to change the Company's name and direction, Allied
Devices decided to change its name from "Allied Devices
Corporation" to "Deep Well Oil and Gas, Inc." Accordingly, in the
form of Restated and Amended Articles of Incorporation filed with
the State of Nevada in October, Allied Devices changed its name to
"Deep Well Oil and Gas, Inc." Its form of Restated and Amended
Articles of Incorporation was accepted by the Nevada Secretary of
State on October 22, 2003, pursuant to provisions of Nevada
corporate law allowing the amending of corporate articles on the
basis of orders entered by U.S. Bankruptcy Courts.

By virtue of the control and influence acquired by Champion
Equities and Roff under and pursuant to the Bankruptcy Order, the
Bankruptcy Order is deemed to have involved a "change of control"
of Allied Devices Corporation.

Champion, after the Bankruptcy Order was implemented, has no
longer had any control or influence over the Company. This is
because Champion was used by Mr. Roff as the vehicle to implement
the Liquidating Plan of Reorganization and obtain the Bankruptcy
Order adopting the same. The primary basis of the "control" by
Roff is stock ownership and also, his current position as the
Company's only director and only officer.

Prior to the Bankruptcy Order adopting the Liquidating Plan of
Reorganization, there were 5,048,782 outstanding shares of common
stock. Following the Bankruptcy Order and the acceptance by the
Nevada Secretary of State of the form of Restated and Amended
Articles which implements the 1-for-30 reverse split of the
shares, and rounding up any fractional shares to the nearest share
and also, after the issuance of 2 million shares to Mr. Roff as
ordered by the Bankruptcy Court, there are now 2,168,292 issued
and outstanding shares of the Company's common stock.


ALPHASTAR INSURANCE: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: AlphaStar Insurance Group Limited
             125 Maiden Lane
             New York, New York 10038

Bankruptcy Case No.: 03-17903

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                          Case No.
     ------                                          --------
     AlphaStar Insurance Services, Inc.              03-17904
     Employee & Providers Resources Group, Inc.      03-17905
     North American Risk, Inc.                       03-17906
     Stirling Cooke Brown North American             03-17908
        Reinsurance Intermediaries
     Stirling Cooke New York Insurance Agency        03-17909
        Services, Inc.
     Stirling Cooke North American Holdings, Inc.    03-17910
     Stirling Cooke Risk Management Services, Inc.   03-17912
     Stirling Cooke Southeast, Inc.                  03-17913
     Stirling Cooke Texas, Inc.                      03-17914
     World Trade Services (NJ)                       03-17915
     World Trade Services (PA)                       03-17916

Type of Business: The Debtor, an insurance holding company, with
                  subsidiaries in the UK and the US (New York-
                  based Realm National Insurance accounts for some
                  60% of total revenues), is primarily focused on
                  the workers' compensation (the majority of its
                  business), occupational accident and health, and
                  property/casualty insurance markets. The firm
                  also provides reinsurance for its products as
                  well as for the products of other insurers.

Chapter 11 Petition Date: December 15, 2003

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtors' Counsel: Schuyler G. Carroll, Esq.
                  Arent Fox Kintner Plotkin & Kahn, PLLC
                  1675 Broadway 25th Floor
                  New York, NY 10019
                  Tel: 212-484-3955
                  Fax: 212-484-3990

Total Reported Assets: Greater than $8,000,000

Total Reported Debts: Greater than $1,500,000

Debtors' 20 Largest Unsecured Creditors:

Entity                          Nature Of Claim     Claim Amount
------                          ---------------     ------------
Richard Butler, Int'l Law Firm  Contract              $1,600,000
Beaufort Hse. 15 St. Botolph
St. S. Watson, Finance
Director
London EC3A 7EE

KPMG LLP                        Trade                   $300,000
345 Park Ave.
Attn: R. Corporasso
New York, NY 10054

Concentra Managed Care Service  Contract                $150,000
Trade

Fried Frank Harris et al.       Trade                   $130,300

AON Risk Services               Trade                   $125,000

Torrenzano Group                Contract                 $42,673

Stroock Stoock Lavan, LLP       Trade                    $36,900

Foley & Lardner                 Trade                    $23,323

Crawford & Company              Contract                 $19,000

Insurity                        Contract                 $10,000

United HealthCare               Contract                  $3,400


AMERICAN HOMEPATIENT: Gets OK to Reject Warrants Held by Lenders
----------------------------------------------------------------
American HomePatient, Inc. (OTC:AHOM) announced that the U.S.
Bankruptcy Court for the Middle District of Tennessee issued an
opinion ruling in favor of the Company's request to reject the
warrants held by the Company's lenders to purchase 3,265,315
shares of the Company's common stock for $.01 per share. As a
result of the ruling, the warrants, which represented
approximately 20% of the Company's outstanding common stock, are
terminated.

The lenders now are entitled to an additional unsecured claim of
approximately $846,000, which is the judicially determined value
of the warrants as of July 30, 2002, the date immediately prior to
the Company's bankruptcy filing.

As announced previously, the Company was required to issue
warrants to the lenders representing 19.999% of the common stock
of the Company issued and outstanding as of March 31, 2001,
pursuant to the terms of an April 1999 amendment to its then
existing credit facility. To fulfill these obligations, warrants
to purchase 3,265,315 shares of common stock were issued to the
lenders on June 8, 2001. On July 11, 2003, the Company filed a
motion with the Bankruptcy Court seeking approval to reject these
warrants as executory contracts. Several warrant holders objected
to this motion, and a hearing on the matter was held in the
Bankruptcy Court on November 20-21, 2003.

American HomePatient, Inc. is one of the nation's largest home
health care providers with 288 centers in 35 states. Its product
and service offerings include respiratory services, infusion
therapy, parenteral and enteral nutrition, and medical equipment
for patients in their home. American HomePatient, Inc.'s common
stock is currently traded in the over-the-counter market or, on
application by broker-dealers, in the NASD's Electronic Bulletin
Board under the symbol AHOM.


AMES DEPARTMENT: Trade Creditors Sell 7 Claims Totaling $1.2MM
--------------------------------------------------------------
From July 16 to December 4, 2003, the Clerk of Court recorded
transfers of claims against the Ames Department Stores Debtors
amounting to $1,205,729, pursuant to Rule 3001(e) of the Federal
Rules of Bankruptcy Procedure:

Original Claimant      Transferee          Claim No.      Amount
-----------------      ----------          ---------      ------
Capital Factors,      Contrarian Funds,      5679       $165,645
Inc.                  LLC

Corona USA, Inc.      Corona Corporation     2516        375,845

Apparel Trading c/o   Liquidity Solutions                101,697
Lazarus & Lazarus     d/b/a Capital Markets

Playgo, LTD           Amroc Investments,     6450         26,486
                      LLC

Deja Bleu, LLC        Amroc Investments,     6473        245,341
                      LLC

Capital Factors,      Contrarian Funds,      5679         33,060
Inc.                  LLC

Springfield Plaza     American Enterprise    2553        155,958
Company Ltd           Life Insurance Co.

Capital Markets       Capital Investors,     2360        101,697
as successor to       LLC
Apparel Trading
International Inc.
(AMES Bankruptcy News, Issue No. 47; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ANC RENTAL: Proposes to Establish Liquidating Trust Under Plan
--------------------------------------------------------------
John Chapman, President of ANC Rental Corporation, reports that
the Official Committee of Unsecured Creditors currently
contemplates that Denis O'Connor, a senior managing director with
FTI Consulting, will serve as the Liquidating Trustee.

                  Initial Distribution of Assets

As soon as reasonably practicable after the Effective Date, the
Liquidating Trustee will:

   (1) either:

       (a) pay in full in Cash the Allowed amount of a Secured
           Claim;

       (b) satisfy by returning to the Holder of a Secured Claim
           the Collateral securing the Allowed Secured Claim;

       (c) pay and satisfy through any combination of
           subparagraphs (a) and (b) of Section 2.2 of the Plan;
           or

       (d) treat the Claim as may otherwise be agreed upon by the
           Holder of the Secured Claim and the Liquidating
           Trustee;

   (2) pay in full all Allowed Ad Valorem Tax Claims from the Ad
       Valorem Tax Escrow established pursuant to the Sale Order;
       provided; however, in the event that the Ad Valorem Tax
       Escrow is insufficient to pay any Allowed Ad Valorem Tax
       Claim in full, the Liquidating Trustee will pay to the
       holder of the Allowed Ad Valorem Tax Claim an amount equal
       to the insufficiency;

   (3) pay in full all Allowed Priority Claims, if sufficient
       funds exist to make the distributions as is economically
       practicable in the judgment of the Liquidating Trustee;

   (4) transfer a Pro Rata Share of Cash to the Disputed Priority
       Claims Reserve Trust for the account of each holder of a
       Disputed Priority Claim;

   (5) pay each Disputed Priority Claim from the Disputed
       Priority Claims Reserve Trust on the last Business Day of
       the first month following the end of the fiscal quarter in
       which, and to the extent, the Claim becomes an Allowed
       Claim, if sufficient funds exist to make the distribution
       economically practicable in the judgment of the
       Liquidating Trustee;

   (6) retransfer, when all Disputed Priority Claims were
       either Allowed and paid, disallowed, or withdrawn, to the
       Distribution Reserve Account any Remaining Funds from the
       Disputed Priority Claims Reserve Trust; and

   (7) distribute all Cash that is not payable to or reserved for
       the Expense Reserve Account, or any other payments
       required under the Plan to be made or reserved by the
       Liquidating Trustee:

       (a) distribute a Pro Rata Share of Cash to each
           holder of an Allowed General Unsecured Claim; and

       (b) transfer a Pro Rata Share of Cash to the Liquidating
           Trustee, which will deposit the Pro Rata Share in the
           Disputed General Unsecured Claims Reserve Trust for
           the account of each holder of a Disputed General
           Unsecured Claim. (ANC Rental Bankruptcy News, Issue
           No. 44; Bankruptcy Creditors' Service, Inc., 215/945-
           7000)


AURORA FOODS: Wants Pay $15 Million of Secured Vendor Claims
------------------------------------------------------------
The Aurora Foods Debtors ask the Court for authority to pay
certain prepetition obligations to vendors who are participating
in a Vendor Lien Program.  Aurora Foods, Inc. believes that
$15,000,000 will fully pay off the Vendor Liens.

The Debtors propose to pay the claims only if the Vendors have
agreed to continue to provide goods and services to them on the
terms and conditions, including credit terms, provided by a
Vendors' Letter Agreement.

According to Eric M. Davis, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Wilmington, Delaware, it is essential for
the Debtors to maintain normal trade relations and terms with
their vendors throughout the pendency of these Chapter 11 cases
in order to continue their operations, preserve enterprise value,
and emerge successfully from Chapter 11.

Mr. Davis relates that the Debtors experienced a significant
decline in their business operations in 2002, which impaired
their cash flow and ability to comply with various financial
covenants under the Fifth Amended and Restated Credit Agreement,
dated as of November 1, 1999, as modified.  Before implementing
the Vendor Lien Program, the Debtors' vendors were either
shortening or eliminating altogether trade credit and many were
providing goods and services to the Debtors on a cash-in-advance
basis.  The Debtors did not have the liquidity to maintain their
then-existing business levels and also pay vendors cash upon
delivery or within a very few days after delivery.  The Vendor
Lien Program was implemented to rectify this situation, Mr. Davis
explains.

The Lenders under the Credit Agreement also recognized the
significance of the Debtors' need to maintain established
relationships with existing vendors and suppliers and agreed to
permit the Debtors to grant a second-priority security interest
in connection with the Vendor Lien Program.  As evidence of the
Lenders' recognition of the need for the Vendor Lien Program, on
July 11, 2003, Chase Bank, as administrative agent under the
Credit Agreement, and U.S. Bank Trust National Association as the
Collateral Agent, with the support of the requisite number of
Lenders pursuant to the Credit Agreement, entered into the Inter-
creditor Agreement.  The purpose of the Inter-creditor Agreement
was to set the rights of the Collateral Agent with respect to its
second-priority security interest.

To implement the Vendor Lien Program, Aurora Foods entered into a
Security Agreement, dated as of July 11, 2003, with the U.S. Bank
Trust.  Under the Security Agreement, Aurora granted to U.S. Bank
Trust a second-priority security interest in substantially all of
Aurora's personal property for the benefit of the participants in
the Vendor Lien Program.  The Vendor Lien is second in priority
to the lien held by the Lenders under the Credit Agreement.

On July 14, 2003, Aurora filed a financing statement with the
Delaware Department of State, the state in which Aurora is
incorporated, to perfect the security interest created under the
Security Agreement.   The Debtors believe that the Vendor Lien
constitutes a valid and enforceable security interest in the
Collateral.

Under the Vendor Lien Program, the Vendor Lien was granted to
those Vendors who agreed to do business with the Debtors on
agreed terms.  Each Vendor's agreement to the credit terms was
transcribed in the Secured Trade Credit Program Letter Agreement
executed by and between Aurora and the Vendor wanting to
participate.

The Letter Agreement provides, among other things, that:

   (a) Aurora granted the Vendor Lien to the Collateral Agent for
       each Vendor that executed a Letter Agreement, in order to
       secure all amounts due from the Debtors to the Vendor, in
       connection with all goods and services supplied or
       provided by the Vendor to the Debtors;

   (b) If a Vendor receives the benefit of the Vendor Lien, the
       Vendor is deemed to have agreed to continue to provide its
       goods and services to the Debtors on the normal and
       customary trade terms; and

   (c) The Vendor Lien terminates upon two weeks notice from the
       Debtors to the Vendor, in which case the termination will
       be with respect to all goods shipped by the Vendor to
       Debtors after the termination of the Vendor Lien.

Mr. Davis tells the Court that the Debtors intend to provide the
Vendors notice of their intention to terminate the Vendor Lien
Program since any claim by a Vendor for shipment of goods or the
providing of services after the Petition Date would be an
administrative claim.

Although the Letter Agreement reflecting the Vendor's trade terms
became effective as of July 2, 2003, vendors were required to
execute a Letter Agreement to become a participant in the Vendor
Lien Program.   One hundred forty-five Vendors, representing an
annual trade expenditure by the Debtors of $310,000,000, joined
the Vendor Lien Program.  The Vendor Lien Program has helped to
alleviate the cash flow problems that the Debtors were
experiencing by allowing them to pay Vendors under normal and
customary trade terms as compare to forced cash payment on
delivery or within several days thereafter, as some of the
Vendors were requiring.  The Debtors estimate that the total
prepetition amount to be paid under the Vendor Lien Program is
$15,000,000.  The Vendors are oversecured creditors because the
total amount of the claims of all Vendors under the Vendor Lien
Program is secured by Collateral having a value significantly
greater than the amount of the claims.

The Debtors, at this juncture, ask the Court to authorize payment
of those Vendors who have become oversecured creditors under the
Vendor Lien Program.  Mr. Davis asserts that the payment of the
Vendors will not diminish the Debtors' assets that would
otherwise be available to satisfy the claims of general unsecured
creditors because the payment affects only the timing of the
required payments to these Vendors.  The Debtors do not aim to
continue the Vendor Lien Program with respect to obligations
accrued subsequent to the Petition Date.

Mr. Davis asserts that:

   -- The Vendor Lien held by the Vendors under the Vendor Lien
      Program constitutes a valid and enforceable security
      interest in the Debtors' Collateral, and was properly
      perfected, under the Delaware Uniform Commercial Code;

   -- The payment is warranted under the "doctrine of necessity"
       and Section 105(a) of the Bankruptcy Code; and

   -- The request for payment is supported by Section 549(a).

Mr. Davis argues that under Section 9-203 of the Delaware Uniform
Commercial Code "a security interest is enforceable against the
debtor and third parties with respect to the collateral only if:

   (a) value has been given;

   (b) the debtor has rights in the collateral or the power to
       transfer rights in the collateral to a secured party; and

   (c) the debtor has authenticated a security agreement that
       provides a description of the collateral."

The Vendors provided sufficient value in return for the security
interest by agreeing to continue to provide their goods and
services on normal and customary trade terms, as stipulated in
each Vendors' Letter Agreement, and by supplying these goods and
services.  Vendors executed the Letter Agreements from July 2,
2003 through August 27, 2003.  Thus, at this point, none of the
liens secure preexisting receivables because the pre-existing
obligations have been paid in full.  Furthermore, the Debtors
have rights in their own assets that act as collateral, and the
Debtors signed the Security Agreement.

The Vendors' interest was properly perfected, Mr. Davis asserts.
The Delaware Uniform Commercial Code provides that the correct
office for the filing of financing statements covering the
Collateral is the office of the Secretary of State of the State
of Delaware.  U.S. Bank Trust filed a financing statement on
July 14, 2003 with the Delaware Secretary of State, thereby
perfecting the Vendor Lien.  The financing statement covered all
of the Debtors' personal property owned on July 14, 2003 or
thereafter acquired.  The filing of a financing statement in the
jurisdiction of incorporation is a permissible method of
perfecting a security interest.

The Debtors tell Judge Walrath that valid business reasons exist
for seeking approval of the Vendor Lien Program.  The success and
ultimate viability of the Debtors' business depends upon
receiving goods and services from its Vendors in the normal
course of business.  A disruption in the Debtors' relationship
with its Vendors would threaten their ability to reorganize and
maintain the value of their businesses throughout the pendency of
these Chapter 11 cases. (Aurora Foods Bankruptcy News, Issue No.
2; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AVAYA INC: Former Honeywell CFO Richard Wallman Joins Board
-----------------------------------------------------------
Avaya Inc., (NYSE: AV) a leading global provider of communications
networks and services for businesses, appointed Richard Wallman to
its board of directors.

Wallman is the former senior vice president and chief financial
officer of Honeywell International Inc. He also served as
AlliedSignal Inc.'s chief financial officer from 1995 to 1999,
prior to its merger with Honeywell. Wallman currently serves on
the boards of directors of Ariba, Inc., Hayes-Lemmerz and Lear
Corporation.

"Richard Wallman's experience leading finance organizations for
some of the world's largest companies will be an asset to Avaya's
board," said Don Peterson, chairman and CEO, Avaya.  "Richard's
proven management ability and strategic view of business
operations is an excellent match for Avaya as we continue to help
our customers migrate to IP telephony and use it to improve their
businesses."

Wallman began his career at Ford Motor Company in its finance and
product development groups.  He held a variety of finance
positions with Chrysler Corporation, including assistant
controller for sales and marketing, before moving to IBM where he
was vice president and controller.

Wallman has an M.B.A. from the University of Chicago and a B. S.
in electrical engineering from Vanderbilt University.

Avaya Inc. (S&P, B+ Corporate Credit Rating) designs, builds and
manages communications networks for more than 1 million businesses
worldwide, including 90 percent of the FORTUNE 500(R). Focused on
businesses large to small, Avaya is a world leader in secure and
reliable Internet Protocol (IP) telephony systems and
communications software applications and services.

Driving the convergence of voice and data communications with
business applications -- and distinguished by comprehensive
worldwide services -Avaya helps customers leverage existing and
new networks to achieve superior business results.  For more
information visit the Avaya Web site: http://www.avaya.com/


BALDWIN CRANE: Jager Smith Represents Committee as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Baldwin Crane and
Equipment Corporation seeks authority from the U.S. Bankruptcy
Court for the District of Massachusetts to employ Jager Smith PC
as its counsel.

Jager Smith will provide:

     a. legal advice with respect to the Committee's
        responsibilities, powers and duties;

     b. assistance in the Committee's investigation of the acts,
        conduct, assets, liabilities and financial condition of
        the Debtor;

     c. review of, and representation of the Committee with
        respect to, pending motions before this Court;

     d. legal advice with respect to the Debtor's proposed plan
        of reorganization, the prosecution of avoidance actions
        or claims against third parties, and any other matters
        relevant to the case or to the formulation of a plan of
        reorganization in this case;

     e. preparation on behalf of the Committee of necessary
        applications, motions, answers, responses, orders,
        reports and other legal papers; and

     f. performance of all other legal services for the
        Committee which may be necessary and proper herein or
        under Section 1103 of the Bankruptcy Code.

The individuals presently designated to represent the Committee
and their rates are:

       Bruce F. Smith         partner    $325 per hour
       Steven C. Reingold     associate  $105 to $250 per hour
       Michael J. Fencer      associate  $105 to $250 per hour

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


CABLE & WIRELESS: Mirror Image Extends Customers Special Offer
--------------------------------------------------------------
In light of Cable & Wireless America's bankruptcy filing and
proposed asset sale of its American business units on December 8,
2003, Mirror Image(R) Internet, a leading global e-Business
provider of content delivery, streaming media, e-Commerce and Web
computing services, announced a special "Satisfaction Guaranteed"
promotion for Cable & Wireless customers.

Cable & Wireless customers taking advantage of Mirror Image's
promotion will benefit from a rapid integration process, 24x7 Web
site availability and a near 100 percent cache hit ratio that
guarantees seamless Web site performance. Transitioning customers
that move content delivery and targeting to Mirror Image's global
network or establish Mirror Image as a secure secondary provider
to protect against service disruption are ensured business
continuity without added investment. For participants who fail to
be satisfied, Mirror Image will refund service charges when
notified in writing before January 31, 2004. Mirror Image's
patented network offers the most nimble, least-intrusive method
available for the distribution of content without changing origin
site Web code.

"With 2003 holiday sales expected to surpass last year's record of
$13.7 billion(1), online retailers need the peace of mind that
their service providers can handle growing Web site capacity
needs," said Bob Hammond, CTO of Mirror Image. "As a well-funded
company with a patented architecture designed to handle heavy
traffic loads, we encourage Cable & Wireless content delivery
customers to take advantage and reap the benefits of our offer."

Retailers such as Burton Snowboards, Lillian Vernon, Orvis and
PacSun have improved conversion rates, maintained business
continuity and enhanced the customer experience by leveraging
Mirror Image's patented network to reliably sidestep Internet
congestion and successfully deliver content to millions of users
worldwide.

For more information about the terms of the offer, visit
http://www.mirror-image.com/cw/

Mirror Image Internet, a leading global e-Business provider of
content delivery, streaming media, e-Commerce and Web computing
services, increases the speed, performance and reliability of
content, application and transaction delivery. With an enterprise-
class infrastructure that combines an optimal mix of connectivity,
processing power and storage, Mirror Image helps organizations
efficiently serve users by utilizing the power of the Web to
increase revenue opportunities, reduce infrastructure costs and
improve customer satisfaction. Principally owned by Xcelera Inc.
(AMEX:XLA), Mirror Image serves Global 2000 enterprises, service
and hosting providers, publishers and e-businesses worldwide
through its corporate headquarters in Woburn, Mass. For additional
information, visit http://www.mirror-image.com/


CALPINE CORP: Extends Initial Purchaser's Options to January 23
---------------------------------------------------------------
Calpine Corporation (NYSE: CPN), in connection with its offering
of $650 million of 4-3/4% Senior Unsecured Convertible Notes Due
2023, has agreed to a one-time extension of the initial
purchaser's option to purchase up to $250 million of additional
notes.  Such option, to the extent not previously exercised, will
expire on January 23, 2004.

The 4-3/4% Senior Unsecured Convertible Notes Due 2023 were
offered in a private placement under Rule 144A, have not been and
will not be registered under the Securities Act of 1933, and may
not be offered in the United States absent registration or an
applicable exemption from registration requirements.

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


CHESAPEAKE ENERGY: Declares Common and Preferred Share Dividends
----------------------------------------------------------------
Chesapeake Energy Corporation's (NYSE: CHK) its Board of Directors
has declared a $0.035 per share quarterly dividend that will be
paid on January 15, 2004 to common shareholders of record on
January 2, 2004. Chesapeake has approximately 217 million common
shares outstanding.

Chesapeake's Board has also declared a quarterly cash dividend on
Chesapeake's 6.75% Cumulative Convertible Preferred Stock, par
value $.01. The dividend for the 6.75% preferred stock is payable
on February 17, 2004 to preferred shareholders of record on
February 2, 2004 at the quarterly rate of $0.84375 per share.
Chesapeake has 2.998 million shares of 6.75% preferred stock
outstanding with a liquidation value of $150 million.

Chesapeake's Board has also declared a quarterly cash dividend on
Chesapeake's 5.0% Cumulative Convertible Preferred Stock, par
value $.01. The dividend for the 5.0% preferred stock is payable
on February 17, 2004 to preferred shareholders of record on
February 2, 2004 at the rate of $1.208 per share. Chesapeake has
1.725 million shares of 5.0% preferred stock outstanding with a
liquidation value of $172.5 million.

In addition, Chesapeake's Board has declared a quarterly cash
dividend on Chesapeake's 6.0% Cumulative Convertible Preferred
Stock, par value $.01. The dividend for the 6.0% preferred stock
is payable on March 15, 2004 to preferred shareholders of record
on March 1, 2004 at the quarterly rate of $0.75 per share.
Chesapeake has 4.6 million shares of 6% preferred stock
outstanding with a liquidation value of $230 million.

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.


CHESAPEAKE ENERGY: Provides Early Results of Exchange Offer
-----------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) announced that pursuant
to its previously announced exchange offer for its 8.125% Senior
Notes due April 1, 2011 (CUSIP # 165167AS6), it has received valid
tenders of approximately $377.1 million aggregate principal amount
of Notes as of the early participation date.

Approximately $125.2 million aggregate principal amount of Notes
have been tendered in exchange for new 7.75% Senior Notes due 2015
and approximately $251.8 million aggregate principal amount of
Notes have been tendered in exchange for new 6.875% Senior Notes
due 2016.

Holders who validly tendered their Notes by 5:00 p.m., New York
City time, on December 12, 2003, the early participation date,
will receive, in addition to new notes, $10.00 in cash per $1,000
principal amount of Notes validly tendered and accepted for
exchange.  Notes tendered pursuant to the Offer may no longer be
withdrawn.

The Offer will remain open until 12:00 midnight, New York City
time, on December 29, 2003, unless extended.  Payment for all
Notes validly tendered and accepted for payment is expected to be
made on December 31, 2003.

The terms of the Offer are described in the Company's Offer to
Exchange dated December 1, 2003, copies of which may be obtained
from D.F. King & Co., Inc., the information agent for the Offer,
at (800) 431-9633 (U.S. toll-free) and (212) 269-5550 (collect).

Banc of America Securities LLC, Deutsche Bank Securities and
Lehman Brothers are the joint lead dealer managers in connection
with the Offer. Questions regarding the Offer may be directed to
Banc of America Securities LLC, High Yield Special Products, at
888-292-0070 (US toll-free) and 704-388-4813 (collect), Deutsche
Bank Securities, High Yield Capital Markets, 212-250-7466
(collect) or Lehman Brothers, 800-438-3242 (U.S. toll-free) and
212-528-7581 (collect).

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.


COVANTA ENERGY: Plan-Filing Exclusivity Intact Until February 23
----------------------------------------------------------------
U.S. Bankruptcy Court Judge Blackshear extends the Covanta Energy
Debtors' exclusive periods to file a plan through and including
February 23, 2004; and to solicit acceptances of that plan through
and including March 24, 2004. (Covanta Bankruptcy News, Issue No.
43; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COX TECHNOLOGIES: Enters Pact to Sell Assets to Sensitech Inc.
--------------------------------------------------------------
On December 12, 2003, Cox Technologies, Inc. (COXT.OB) entered
into an Asset Purchase Agreement with Sensitech Inc., and its
wholly owned subsidiary Cox Acquisition Corp., pursuant to which
Sensitech will acquire substantially all the assets and business
of Cox Technologies.

Subject to the terms and conditions of the Asset Purchase
Agreement, Sensitech will pay approximately $10,532,000 to Cox
Technologies in exchange for substantially all of the assets of
Cox Technologies exclusive of the Vitsab product line, cash and
certain furniture and equipment. Of the $10,532,000 purchase price
$10,240,000 is payable in cash with the remainder being paid
through the assumption of an estimated $292,000 in assumed
payables. The purchase price will be adjusted based on changes in
the amount of receivables, inventory, payables, product claims and
customer commitments.

The sale is subject to approval by the Cox Technologies
shareholders. Subject to receipt of shareholder approval and
satisfaction of other closing conditions contained in the Asset
Purchase Agreement, it is anticipated that the sale will be
consummated in the first quarter of 2004.

In connection with the negotiation of the asset sale, Cox
Technologies has agreed to continue manufacturing products for
Sensitech during a transition period to end no later than June 1,
2004. After the closing of the asset sale and following expiration
of those manufacturing obligations, and subject to approval by its
shareholders, Cox Technologies will wind up its operating
business, effect a complete liquidation and dissolution of the
Company, and distribute any remaining cash to its shareholders.

Based upon receipt of the purchase price for the assets by Cox
Technologies, the current level of cash and other limited assets
of Cox Technologies that will not be transferred to Sensitech in
the sale, and the estimated costs of liquidation, it is
anticipated that the aggregate distributions payable to the Cox
Technologies shareholders in the dissolution process will be
between $.15 and $.19 per share. It is expected that the
liquidation and final distribution to Cox Technologies
shareholders will be completed during the third or fourth calendar
quarter of 2004.

Brian D. Fletcher, Co-Chief Executive Officer of Cox Technologies
stated, "We are committed to continuing to serve the needs of our
loyal customers until the consummation of the transaction, as well
as supporting Sensitech after the closing date to ensure a smooth
transition for all of our customers."

Eric B. Schultz, Chairman and Chief Executive Officer of Sensitech
stated, "We have great respect and admiration for Cox
Technologies, and we look forward to continuing Cox's tradition of
excellent service to their customers in the future."

Cox Technologies is primarily engaged in the business of producing
and distributing graphic and electronic transit temperature
recording instruments, both domestically and internationally.
These temperature recorders are marketed under the trade name Cox
Recorders and produce a record that is documentary proof of
temperature conditions. The Company also produces and markets
Vitsab "smart label" technology.

Sensitech is a leading provider of cold chain monitoring,
management and information solutions serving the worldwide
perishable product supply chain. The company markets and sells its
services to a broad range of customers in the food and
pharmaceutical industries who are committed to protecting the
freshness, integrity and efficacy of their temperature-sensitive
products. The company has been named three times to the Deloitte
and Touche Technology Fast 500 and twice to the Inc. 500.
Sensitech is headquartered in Beverly, Massachusetts, and has
offices in Redmond, Washington, Fresno, California, and Calgary,
Alberta.

At July 31, 2003, Cox Technologies' balance sheet shows a total
shareholders' equity deficit of about $1.2 million.


CPT HOLDINGS: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: CPT Holdings, Inc.
        41 West Putnam Avenue
        2nd Floor
        Greenwich, Connecticut 06830

Bankruptcy Case No.: 03-51629

Type of Business: The Debtor produces high quality lightweight
                  structural steel shapes in the United States.
                  J&L Structural, Inc., is the indirect operating
                  subsidiary of the company.

Chapter 11 Petition Date: December 11, 2003

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Melissa Zelen Neier, Esq.
                  Ivey, Barnum, and O'Mara
                  170 Mason Street
                  P.O. Box 1689
                  Greenwich, CT 06836
                  Tel: 203-661-6000

Total Assets: $24,897

Total Debts:  $24,007,122

Debtor's 7 Largest Unsecured Creditors:

Entity                          Nature Of Claim     Claim Amount
------                          ---------------     ------------
Trinity Investment Corporation  Financing under      $17,318,720
41 West Putnam Avenue           Loan Agreement
2nd Floor                       dated April 1, 1995
Greenwich, CT 06830             and accrued interest

William Pineo, Chapter 7        Litigation claims     $3,000,000
Trustee in the Bankruptcy       in the adversary
Estate of J&J Structural, Inc.  proceeding.
c/o Robert O. Lamol             William Pineo, Trustee
960 Penn Avenue, Suite 1200     v. CPT Hldings Inc. et al.
Pittsburgh, PA 15222            No. 02-2360 (BM)
                                U.S.B.C. W.D. PA

Trinity Investment Corporation  Line of Credit, Feb.  $2,395,530
41 West Putcam Avenue           1, 1996 and accrued
2nd Floor                       interest
Greenwich CT 06830

Sunderland Industrial Holdings  Deferred Purchase     $1,045,769
Corporation                     Money Noted dated
103 Foulk Road, Suite 202       March 15, 1995 and
Wilmington, DE 19803            accrued interest

NYC Department of Finance       Penalty                   $1,600

Internal Revenue Service        Penalty                   $1,500

NYS Corporation Tax             Penalty                   $1,234


CRANSTON, RI: Fitch Plucks BB- Bond Rating from Watch Neg.
----------------------------------------------------------
Fitch Ratings removes the Rating Watch Negative on Cranston, RI's
'BB-' general obligation bond rating and assigns a Positive Rating
Outlook. The rating action affects approximately $75 million in
outstanding GO bonds.

Poor budgeting, planning, and disclosure, as well as a large
unfunded pension liability, has weakened Cranston's financial
position over the last three years, leading to a $1.4 million
general fund cumulative deficit, as of June 30, 2002. Fitch
assigned the Negative Rating Watch in December 2002 due to ongoing
delays by state and city officials to stabilize the city's rapidly
declining financial position, and concerns the city might default
on its bond anticipation notes due in February 2003.

The removal of Rating Watch Negative and assignment of Positive
Rating Outlook reflects the fact that these notes were
subsequently repaid on time after the passage of the Cranston
Qualified Bond Act, and a fiscal recovery plan is in the process
of being implemented, that is likely to improve the city's long-
term credit.

Under the plan, a finance review board was created comprised of
city and state officials and chaired by the Auditor General. The
finance review board monitors city finances through monthly and
quarterly reports mandated for all cities under a new state law.
Another pertinent aspect of the plan is the creation of a
supplemental property tax to eliminate accumulated deficits in the
internal service funds. The tax was levied in January 2003 and the
city reports receiving $12.6 million by the close of fiscal June
2003 year-end (not yet audited). The tax will exist in perpetuity.
Finally the city has adopted a plan to fund over the next 40 years
its police and fire pension program. As of November 2003, the
pensions were only 8.2% funded. The city has also eliminated
recurring costs associated with a 1996 ordinance that increased
retirees' annual benefits whenever increased benefits were
negotiated by current employees. The city currently has $27.9
million outstanding in qualified BANs issued under the Cranston
Qualified Bond Act which was signed into law by the governor on
Feb. 5, 2003. Passage of the act was critical in allowing Cranston
to rollover its BANs that came due Feb. 12, 2003. The act permits
the city to apply for approval to issue qualified GO bonds, which
are payable directly by the state treasurer from certain state aid
moneys otherwise payable to the city. The city's full faith and
credit also would be pledged to the qualified debt. The BANs are
rated 'F1+' by Fitch, and the city has already applied for a
qualified bond issue expected in January 2004.


DDI CORP: Issues 23.7M New Common Stock Shares Pursuant to Plan
---------------------------------------------------------------
DDi Corp. (OTC Bulletin Board: DDICQ), a Delaware corporation,
announced that, in connection with its emergence from the Chapter
11 process, DDi Corp. has issued 23,750,000 shares of new common
stock to be exchanged for its pre-reorganization common stock and
certain pre-reorganization debt securities, in each case, as
described in the Company's Plan of Reorganization, which was
overwhelmingly approved by creditors and confirmed by the United
States Bankruptcy Court for the Southern District of New York on
December 2, 2003.

In addition, the Company has reserved for issuance 1,250,000
shares of New Common Stock to be issued as restricted stock as
part of the Company's long-term management equity incentive plan.

These issuances represent a five-fold increase in the number of
shares of New Common Stock described in the Plan of
Reorganization; all security holders entitled under the Plan of
Reorganization to shares of the Company's New Common Stock will
receive a pro rata increase in the number of shares of the
Company's New Common Stock to be received in exchange for their
pre-reorganization securities as a result of the increase in the
number of shares of the Company's New Common Stock. DDi. Corp.
also issued 1,000,000 shares of preferred stock in connection with
the restructuring.

As a result of these issuances, the shares of the Company's New
Common Stock and preferred stock will be distributed as follows:
(1) the holders of the Company's pre-reorganization 5.25%
convertible subordinated notes will receive 108.1 shares of the
Company's New Common Stock and 5.00 shares of the Company's
preferred stock for each $1,000 face amount of such 5.25%
convertible subordinated notes, (2) the holders of the Company's
pre-reorganization 6.25% convertible subordinated notes will
receive 126.9 shares of the Company's New Common Stock and 5.00
shares of the Company's preferred stock for each $1,000 face
amount of such 6.25% convertible subordinated notes; and (3) the
holders of the Company's pre-reorganization common stock will
receive .00504783 shares of New Common Stock for each share of the
Company's pre-reorganization common stock. No fractional shares of
the Company's New Common Stock or preferred stock will be issued
in connection with these distributions.

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


DELTA FINANCIAL: Prices $470 Million Asset-Backed Securitization
----------------------------------------------------------------
Delta Financial Corporation (Amex: DFC), a specialty consumer
finance company that originates, securitizes and sells non-
conforming mortgage loans, has priced a $470 million public
offering of residential closed-end home equity loan-backed
certificates through its subsidiary, Renaissance Mortgage
Acceptance Corp.

The securitization was lead-managed by RBS Greenwich Capital
Markets, Inc. and co-managed by Citicorp Global Markets.

The Renaissance Home Equity Loan Trust 2003-4 is a senior
subordinate structure, with fully funded over-collateralization
(credit enhancement) at closing. Standard & Poor's, Fitch IBCA,
and Moody's Investors Service, Inc. rated the securities.

The Company anticipates utilizing a pre-funding feature and
delivering - and recognizing revenues and expenses on - at least
75 percent of the mortgage loans to the securitization trust by
December 31, 2003. The Company further anticipates that it will
deliver the remaining mortgage loans from the fourth quarter
securitization in January 2004 as new loans are originated, with
those revenues and expenses recognized in its 2004 first quarter
results. In addition, Delta will recognize revenues and expenses
in the fourth quarter on $90 million of mortgage loans that it
delivered in October 2003 relating to the third quarter's
securitization.

Hugh Miller, President and Chief Executive Officer said, "We used
a similar structure in the fourth quarter securitization as we did
in our third quarter securitization. Furthermore, we have had an
excellent year thus far and feel comfortable with our previously
stated earnings guidance estimate for 2003, as stated in our press
release dated October 30, 2003."

Founded in 1982, Delta Financial Corporation is a Woodbury, New
York-based specialty consumer finance company that originates,
securitizes and sells non-conforming mortgage loans. Delta's loans
are primarily secured by first mortgages on one- to four-family
residential properties. Delta originates home equity loans
primarily in 26 states. Loans are originated through a network of
approximately 1,500 independent brokers and the Company's retail
offices. Since 1991, Delta has sold approximately $9.3 billion of
its mortgages through 38 securitizations.

                         *    *    *

In February 2001, DFC proposed an exchange offer in order to deal
with its financial difficulties at that time. Three of DFC's
bondholders - among the most prominent institutional investors in
the marketplace, who together held the majority of DFC's bonds -
hired a leading financial advisor with specific expertise in these
situations, to advise them with regard to protecting their
investment. The bondholders' expert reviewed DFC's financials,
discussed the possibility of DFC filing for bankruptcy or
attempting a workout, and ultimately recommended that the
bondholders enter into the proposed exchange offer with DFC, as a
preferable alternative to forcing DFC into bankruptcy. DFC
provided full disclosure in the exchange offer prospectus filed
with the SEC and the assets were valued as accurately as possible
by Delta as of the date Delta estimated their value, using the
same assumptions that it used to value other similar assets it
owned.

Following the overwhelming acceptance of the exchange offer,
intervening market conditions which were out of the Company's
control - including the events of September 11th, a precipitous
drop in interest rates (to levels not seen in over 40 years),
recession, threat of war and other geopolitical risks -
dramatically lowered the value of interest-rate and credit-
sensitive assets (like those transferred to the LLC in the
exchange offer). In response, in November 2001, DFC lowered its
estimates of the value of the excess cashflow certificates it
held, as it was required to do in accordance with generally
accepted accounting principals. Similar write-downs were taken by
many of DFC's competitors for the same reason and, indeed, by
countless other companies outside our sector which also held
interest-rate and credit- sensitive assets, to account for these
virtually unprecedented events.


DII INDUSTRIES: Files Prepack. Chapter 11 Petition in Pittsburgh
----------------------------------------------------------------
The national law firm of Kirkpatrick & Lockhart LLP filed
pre-packaged Chapter 11 cases on behalf of DII Industries, LLC
(formerly known as Dresser Industries, Inc.); Kellogg Brown &
Root, Inc., and certain affiliates -- all subsidiaries of
Halliburton Company.

The Chapter 11 filings were made in the United States Bankruptcy
Court for the Western District of Pennsylvania and are intended to
resolve all present and future asbestos and silica-related
personal injury claims against the Chapter 11 debtors and all
Halliburton affiliates. For further details of the filing please
see the press release of Halliburton Company at
http://www.halliburton.com/

Jeffrey N. Rich of K&L's New York office and Michael G. Zanic of
its Pittsburgh office represent the debtors and were assisted by
lawyers from each of K&L's 10 offices nationwide.

Kirkpatrick & Lockhart LLP is a national law firm with more than
700 lawyers in Boston, Dallas, Harrisburg, Los Angeles, Miami,
Newark, New York, Pittsburgh, San Francisco and Washington. K&L
serves a dynamic and growing clientele in regional, national and
international markets, currently representing over half of the
Fortune 100. The firm's practice embraces three major areas --
litigation, corporate and regulatory -- and related fields.


DII INDUSTRIES: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: DII Industries, LLC
             1401 McKinney Street
             Suite 2400
             Houston, TX 77010

Bankruptcy Case No.: 03-35593

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                          Case No.
     ------                                          --------
     Mid-Valley, Inc.                                03-35592
     Kellogg Brown & Root, Inc.                      03-35595
     KBR Technical Services, Inc.                    03-35596
     Kellogg Brown & Root Engineering Corporation    03-35597
     Kellogg Brown & Root International, Inc.        03-35599
     Kellogg Brown & Root International, Inc.        03-35600
     BPM Minerals, LLC                               03-35601

Type of Business: Providing engineering and construction services
                  for defense and other governmental contracts.

Chapter 11 Petition Date: December 16, 2003

Court: Western District of Pennsylvania (Pittsburgh)

Debtors' Counsel: Jeffrey N. Rich, Esq.
                  Kirkpatrick & Lockhart LLP
                  599 Lexington Avenue
                  New York, NY 10022-6030
                  Tel: 212-536-4097

                           Estimated Assets:     Estimated Debts:
                           -----------------     ----------------
DII Industries, LLC        more than $100 M      more than $100 M
Mid-Valley, Inc.           $10 M to $50 M        $1 M to $10 M
Kellogg Brown & Root,      more than $100 M      more than $100 M
   Inc.
KBR Technical Services,    $10 M to $50 M        $10 M to $50 M
   Inc.
Kellogg Brown & Root       $100,001 to $500,000  $0 to $50,000
Engineering Corporation
Kellogg Brown & Root       $50 M to $100 M       $50 M to $100 M
International, Inc.
Kellogg Brown & Root       $10 M to $50 M        $1 M to $10 M
International, Inc.
BPM Minerals, LLC          $10 M to $50 M        $1 M to $10 M

Debtors' 30 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Diane Lester                  Asbestos Personal       $2,883,196
Law Offices of Peter G.       Injury Settlement
Angelos, P.C.                 or Verdict
One Charles Center
100 North Charles Street,
22nd Floor
Baltimore, MD 21201

Antonio Colella               Asbestos Personal       $1,535,948
Law Offices of Peter G.       Injury Settlement
Angelos, P.C.                 or Verdict
One Charles Center
100 North Charles Street,
22nd Floor
Baltimore, MD 21201

Leroy F. Lane, Sr.            Asbestos Personal       $1,288,332
Law Offices of Peter G.       Injury Settlement
One Charles Center            or Verdict
100 North Charles Street,
22nd Floor
Baltimore, MD 21201

Charles J. Habig Jr.          Asbestos Personal       $1,274,422
Law Offices of Peter G.       Injury Settlement
One Charles Center            or Verdict
100 North Charles Street,
22nd Floor
Baltimore, MD 21201

L.D. Easterwood               Asbestos Personal         $829,170
Reaud, Morgan & Quinn, Inc.   Injury Settlement
801 Laurel
Beaumont, TX 77701

Dock Shaheen Farris           Asbestos Personal         $829,170
Reaud, Morgan & Quinn, Inc.   Injury Settlement
801 Laurel                    or Verdict
Beaumont, TX 77701

Ralph S. Knopf                Asbestos Personal         $829,170
Reaud, Morgan & Quinn, Inc.   Injury Settlement
801 Laurel                    or Verdict
Beaumont, TX 77701

Cornelius C. Sellers          Asbestos Personal         $829,170
Reaud, Morgan & Quinn, Inc.   Injury Settlement
801 Laurel                    or Verdict
Beaumont, TX 77701

John E. Shelton               Asbestos Personal         $749,250
Waters & Kraus                Injury Settlement
3219 McKinney Avenue          or Verdict
Dallas, TX 75204

Oscar Kelley Bell, Sr.        Asbestos Personal         $666,000
Reaud, Morgan & Quinn, Inc.   Injury Settlement
801 Laurel                    or Verdict
Beaumont, TX 77701

William Harold Benford        Asbestos Personal         $666,000
Reaud, Morgan & Quinn, Inc.   Injury Settlement
801 Laurel                    or Verdict
Beaumont, TX 77701

Samuel S. Freeman             Asbestos Personal         $666,000
Reaud, Morgan & Quinn, Inc.   Injury Settlement
801 Laurel                    or Verdict
Beaumont, TX 77701

Elbert Harris                 Asbestos Personal         $666,000
Reaud, Morgan & Quinn, Inc.   Injury Settlement
801 Laurel                    or Verdict
Beaumont, TX 77701

Noah Harris Johnson           Asbestos Personal         $666,000
Reaud, Morgan & Quinn, Inc.   Injury Settlement
801 Laurel                    or Verdict
Beaumont, TX 77701

Jimmy Clyde Dunbar            Asbestos Personal         $663,669
Reaud, Morgan & Quinn, Inc.   Injury Settlement
801 Laurel                    or Verdict
Beaumont, TX 77701

Avery A. Parsons              Asbestos Personal         $663,669
Reaud, Morgan & Quinn, Inc.   Injury Settlement
801 Laurel                    or Verdict
Beaumont, TX 77701

Herrel W. Kilough             Asbestos Personal         $616,050
Waters & Kraus                Injury Settlement
3219 McKinney Avenue          or Verdict
Dallas, TX 75204

Charles M. Cargilc            Asbestos Personal         $609,912
Law Offices of Peter G.       Injury Settlement
One Charles Center            or Verdict
100 North Charles Street,
22nd Floor
Baltimore, MD 21201

Carlos Martinez               Asbestos Personal         $600,000
Kazan, McClain, Edises,       Injury Settlement
Abrams, Fernandez & Farisse   or Verdict
171 Twelfth Street Suite 300
Oakland, CA 94607

Ronald Simmons                Asbestos Personal         $600,000
Kazan, McClain, Edises,       Injury Settlement
Abrams, Fernandez & Farisse   or Verdict
171 Twelfth Street Suite 300
Oakland, CA 94607

J.B. Gentry                   Asbestos Personal         $500,000
Kazan, McClain, Edises,       Injury Settlement
Abrams, Fernandez & Farisse   or Verdict
171 Twelfth Street Suite 300
Oakland, CA 94607

Manuel Jimenez                Asbestos Personal         $500,000
Kazan, McClain, Edises,       Injury Settlement
Abrams, Fernandez & Farisse   or Verdict
171 Twelfth Street Suite 300
Oakland, CA 94607

Patricia McNally              Asbestos Personal         $500,000
Kazan, McClain, Edises,       Injury Settlement
Abrams, Fernandez & Farisse   or Verdict
171 Twelfth Street Suite 300
Oakland, CA 94607

Vincent DePalma               Asbestos Personal         $499,500
Kneske & Reeves, LLP          Injury Settlement
6301 Gaston Ave, Suite 735    or Verdict
Dallas, TX 75214

James Foster                  Asbestos Personal         $499,500
Kneske & Reeves, LLP          Injury Settlement
6301 Gaston Ave, Suite 735    or Verdict
Dallas, TX 75214

Percy Jackson                 Asbestos Personal         $499,500
Kneske & Reeves, LLP          Injury Settlement
6301 Gaston Ave, Suite 735    or Verdict
Dallas, TX 75214

Wayne Simpson                 Asbestos Personal         $499,500
Kneske & Reeves, LLP          Injury Settlement
6301 Gaston Ave, Suite 735    or Verdict
Dallas, TX 75214

James R. Terry                Asbestos Personal         $499,500
Kneske & Reeves, LLP          Injury Settlement
6301 Gaston Ave, Suite 735    or Verdict
Dallas, TX 75214

Leonard Toebe                 Asbestos Personal         $499,500
Kneske & Reeves, LLP          Injury Settlement
6301 Gaston Ave, Suite 735    or Verdict
Dallas, TX 75214

Gary Vaughn                   Asbestos Personal         $499,500
Kneske & Reeves, LLP          Injury Settlement
6301 Gaston Ave, Suite 735    or Verdict
Dallas, TX 75214


DII INDUSTRIES: Halliburton Completes Debt Exchange Offer
---------------------------------------------------------
Halliburton (NYSE: HAL) completed its offer to issue its new 7.6%
debentures due 2096 in exchange for a like amount of 7.60%
debentures due 2096 of its subsidiary, DII Industries, LLC.

The offer expired at 5:00 p.m., New York City time, on
December 12, 2003.  Valid and unrevoked tenders made prior to the
expiration date in an aggregate principal amount of $294,283,000
(approximately 98% of the outstanding DII Industries debentures)
have been accepted and become irrevocable.  Halliburton will issue
a like amount of its 7.6% debentures to the holders who properly
tendered their DII Industries debentures prior to the expiration
date.  Prior to the closing of the exchange offer, Halliburton
executed a supplemental indenture to the indenture governing the
DII Industries debentures whereby it assumed as a co-obligor with
DII Industries all obligations under the indenture.

The exchange offer was related to DII Industries' solicitation of
consents to amend the indenture governing the DII Industries
debentures.  As previously announced, as of 5:00 p.m., New York
City time, on October 24, 2003, the consent payment deadline, DII
Industries had received consents from holders of more than 95% of
the principal amount of outstanding DII Industries debentures.
These consents have been accepted and become irrevocable, and a
supplemental indenture incorporating the proposed amendments has
been executed.  The amendments to the indenture governing the DII
Industries debentures have taken effect as of the time of the
closing of the exchange offer.  Halliburton will pay the required
consent payment to holders who tendered their DII Industries
debentures prior to the consent payment deadline.

The exchange offer and consent solicitation are subject to the
terms and conditions of the Offering Memorandum and Consent
Solicitation Statement dated October 9, 2003, as amended and
supplemented.  This announcement amends and supplements the
Offering Memorandum and the related letter of transmittal with
respect to the matters described above.  All other terms and
conditions of the Offering Memorandum and the related letter of
transmittal remain in full force and effect.

The debentures being offered by the company have not been
registered under the United States federal or state securities
laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements.

Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries.  The company serves its customers with a broad range
of products and services through its Energy Services and
Engineering and Construction Groups.  The company's World Wide Web
site can be accessed at http://www.halliburton.com/


DILLARD'S INC: Increases Revolving Credit Facility to $1 Billion
----------------------------------------------------------------
Dillard's, Inc. (NYSE:DDS) (S&P, BB Corporate Credit Rating,
Negative) has amended and extended its senior secured revolving
credit facility.

The amendments include an increase to the amount of the facility
to $1 billion from the previous amount of $400 million. ($835
million of the facility is available immediately, with an
additional $165 million becoming available immediately upon the
Preferred Security redemption discussed below).

In addition, the facility has been extended to provide an
additional five years of term and will now expire in December
2008. The amended facility is available to the Company for general
corporate purposes including, among other uses, working capital
financing, the issuance of letters of credit, capital
expenditures, and, subject to certain restrictions, the repayment
of existing indebtedness.

The Company has entered into an agreement to redeem its $331.6
million Preferred Securities effective February 2, 2004. This
agreement is subject to certain contingencies. The Company
anticipates that redemption will occur on February 2, 2004. This
new credit facility as well as other financing resources will
provide Dillard's ample liquidity to redeem the Preferred
Securities.

There are no financial covenant requirements under the amended
credit facility provided that availability under the agreement
exceeds $100 million. The credit facility was arranged by JPMorgan
Chase Bank and Fleet Securities, Inc. acting as joint lead
arrangers.

Dillard's, Inc. is one of the nation's largest fashion apparel and
home furnishing retailers.

The Company's 330 stores operate with one name, Dillard's, and
span 29 states. Dillard's stores offer a broad selection of
merchandise, including products sourced and marketed under
Dillard's exclusive brand names.


ECLICKMD: Court Confirms Reorganization Plan Effective Dec. 15
--------------------------------------------------------------
eClickMD, Inc. (OTCBB:ECMDQ), an Internet-based document exchange
and eSignature company for the home healthcare industry, announced
the confirmation of its Reorganization Plan effective December 15,
2003.

eClickMD filed a voluntarily petition under Chapter 11 of the
Bankruptcy Code on May 13, 2003 as part of its financial strategy
to ease the company's debt service associated with years of high-
cost technology development. The company used the period of
reorganization to streamline its operational model, add a highly
experienced senior management core team, and develop a national
network of 45 independent sales representatives, which it expects
to grow in number to over 100 in 2004.

"We are confident that by strategically restructuring the company
we can now get on track for rapid growth," said Robert Woodrow,
President and COO of eClickMD. "What's more, today more than ever
our technologies deliver the improved workflow efficiency, higher
productivity, risk protection, and cost savings that Home
Healthcare Agencies (HHA) and Durable Medical Equipment (DME)
Providers are looking for to stay viable in today's increasingly
challenging healthcare industry."

eClickMD currently delivers three HIPAA (Health Insurance
Portability and Accountability Act) ready, web-based document
exchange and eSignature applications, which are in the pre-grant
patent stage: SecureMD, SecurePRO, and SecureCMN. These
sophisticated technologies give providers a centralized, easy-to-
use, and secure online application, where they can send, receive,
sign, file, track, and manage the complete spectrum of patient
care documents - without the hassles, risks, and high cost of
mailing, faxing, and hand delivering documents. To use the
applications, doctors, HHAs, and DMEs simply sign up at the
company's Web site at http://www.eclickmd.com/ The applications
are capable of integrating with all healthcare software systems
used today.

Although the U.S. Congress gave eSignature and electronic records
the same legal effect and enforceability as paper documents on
October 1, 2000, the home healthcare industry has been slow to
adopt the automated functionality. According to Woodrow: "We
believe that wide-spread adoption will take place when a complete
solution that allows every home healthcare provider to send every
type of patient care document is available - and that's exactly
what eClickMD offers today. We're already feeling the traction
from our new marketing and sales activities. Several leading HHAs
and DMEs are using the services today and the initial opportunity
in these two markets is significant, in excess of 7,000 HHAs and
12,000 DMEs.

In addition to Robert Woodrow - President and COO, Neil Burley -
CFO and Eugene Fry - VP of Strategic Alliances, heading up the
reorganized company are two new management team members: Dennis
Nasto, Vice President of Sales and Marketing, and Sean Woods,
Director of Technology. Nasto has over 20 years of healthcare
industry experience building high-performance sales teams and
national accounts departments. Woods has 10 years of experience
developing, managing, and building enterprise-quality software
applications.

eClickMD will continue to operate as a public company, and will
remain at its headquarters at 3001 Bee Caves Road, Ste. 250,
Austin, Texas 78746. In the near future, the company intends to
change its name to SecureCARE Technologies, Inc.

Founded in 1996, eClickMD is an emerging leader of Internet-based
document exchange and eSignature solutions for today's home
healthcare industry. The company delivers the first complete end-
to-end eSignature and document exchange applications, which allow
all home healthcare providers to exchange all patient care
documents without the hassles, risks, and high-cost of mail, fax,
and hand delivery. Using the applications' sophisticated, but
easy-to-use "e-mail-like" functionality home healthcare providers
gain the level of productivity, risk management, and cost savings
they need to stay viable in today's increasingly challenging
healthcare industry.


EL PASO: S&P Cuts Rating to B as Company Pursues Long-Range Plan
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on natural gas pipeline and production company El Paso
Corp. to 'B' from 'B+' as the company pursues a new long-range
plan to trim its operations and repair its balance sheet. The
outlook remains negative.

Houston, Texas-based El Paso has almost $24 billion in outstanding
debt and other long-term financing obligations.

"The long-range plan released [Mon]day (See separate story in this
edition. - Ed) by El Paso has many credit-friendly elements, but
considerable risks remain as the company tries to execute the
plan," said Standard & Poor's credit analyst Todd Shipman. "If the
company is successful, Standard & Poor's believes it could provide
a foundation for stabilizing and eventually improving El Paso's
credit profile," he continued. The heightened risks during the
transition period necessitate a lower credit rating and a
continuation of the negative outlook until some progress on the
plan is accomplished.

El Paso plans to exit several business lines over the next three
years that will leave the company focused on two primary business
activities by 2006: natural gas pipelines and exploration and
production with an emphasis on natural gas production. A scaled-
back marketing and trading operation, some international power
operations, and a smaller interest in oil and gas midstream
operator GulfTerra Energy Partners L.P. (BB+/Watch Neg/--) will
constitute the remainder of El Paso.

The company intends to shed all other business interests,
including oil refining, domestic electric power generation, and
some international E&P operations in the short term and
international power generation and telecommunications ventures in
the longer term. The plan also features cost-cutting efforts and
aggressive debt reduction with the proceeds of projected asset
sales.

The greatest task ahead for El Paso management is the
transformation of its E&P operations, which today are
characterized by an extensive geographic scope, rapidly-depleting
production centered in mature basins, and intense capital needs to
maintain and increase production levels. El Paso plans to sell
most non-U.S. properties, with the exception of those in Brazil,
to concentrate its operations on domestic opportunities mainly
in Texas, the Rocky Mountains, and the deep shelf of the Gulf of
Mexico. The company believes a greater emphasis on coal-bed
methane operations will help stabilize its production profile and
help lower costs.


EL PASO: Launches Long-Range Plan, Detailing Workout Initiatives
----------------------------------------------------------------
El Paso Corporation (NYSE: EP) announced a long-range plan that
defines the company's future businesses, targets significant debt
reduction, establishes specific financial goals, and closely
aligns compensation with shareholder interests.

"The plan is the roadmap for the future of El Paso," said Doug
Foshee, president and chief executive officer of El Paso
Corporation.  "It provides the details of how El Paso will reduce
debt to $15 billion by the end of 2005, identifies the long-term
businesses of the company, details a corporate reorganization that
will result in significant cost savings, and establishes a new
strategic direction for El Paso's exploration and production
business. The plan is clear, achievable, and is the first step to
making El Paso a strong natural gas provider that generates long-
term value for our shareholders.  It establishes specific
performance objectives and clear milestones so that our
shareholders can measure our progress."

                         PLAN HIGHLIGHTS

     *  El Paso's core businesses will be natural gas pipelines in
        the United States and Mexico, oil and natural gas
        production operations in the United States and Brazil, and
        a marketing and physical trading group focused primarily
        on El Paso's natural gas and oil production.

     *  The company will streamline its operations into a new
        corporate structure organized around regulated and
        unregulated businesses.

     *  The regulated businesses will consist of the company's
        three pipeline divisions-Southern Pipelines, Western
        Pipelines, and Eastern Pipelines (which includes joint
        ventures and operations in Mexico).

     *  The unregulated businesses will consist of production and
        processing; the company's Brazilian integrated business;
        Asian power operations; domestic, European, and Central
        American power operations; marketing and trading; the
        company's ownership in GulfTerra Energy Partners, L.P.
        (NYSE: GTM); El Paso Global Networks, the company's
        telecom business; and discontinued operations.

     *  GulfTerra and Enterprise Products Partners, L.P. (NYSE:
        EPD) announced their plan to merge and become the
        industry's leading midstream company.  As a part of this
        transaction, El Paso will sell a 50-percent interest in
        the general partner of GulfTerra, approximately 14 million
        GulfTerra common units, and certain processing assets, and
        will realize approximately $1 billion of cash that will
        accelerate El Paso's debt restructuring program.  The
        company will retain a significant ownership in a new
        midstream company with unequaled opportunities.

     *  The long-range plan is designed to reduce the company's
        total debt (net of cash) to approximately $15 billion at
        year-end 2005 from approximately $22 billion at
        September 30, 2003.  This will be achieved primarily
        through $3.3 billion to $3.9 billion of additional asset
        sales, the sale of restructured power contracts, the
        recovery of $500 million to $600 million in working
        capital, the conversion of the company's 9.00% equity
        security units ($575 million), free cash flow generation,
        and actions already taken in the fourth quarter of 2003.

     *  The company expects that the majority of its plan will be
        complete by year-end 2005.  El Paso's financial targets
        for 2006 include:

        --  $500 million to $725 million of net income, or
            earnings per share of $0.75 to $1.10;
        --  Cash flow from operations of $1.9 billion to $2.2
            billion;
        --  Free cash flow after capital expenditures and
            dividends of $200 million to $400 million;
        --  Annual growth and maintenance capital of $1.6 billion
            to $1.7 billion; and
        --  $150 million in cost reductions in addition to the
            $445 million already identified.

     *  El Paso expects to maintain significant liquidity through
        2005, based upon operating cash flow generation, $2.1
        billion of available cash and lines of credit on
        November 30, 2003 and the completion of planned asset
        sales.

     *  The company identified potential sources of earnings
        volatility over the next several years.  These include the
        impact of natural gas prices, discount rates utilized in
        its trading and restructured power contract portfolios,
        movement of the Euro relative to the dollar, the impact of
        commodity prices on its trading portfolio and possible
        changes in natural gas and liquids reserve estimates,
        which could cause ceiling test charges.  In addition, the
        company identified areas where its restructuring
        activities may have an impact on earnings.  These include
        severance and restructuring costs, asset impairments,
        and gains and losses on asset sales.

                    BUSINESS UNIT OBJECTIVES

                          Pipelines

El Paso's Pipeline Group comprises the largest and most
geographically balanced set of natural gas pipelines in North
America and is poised to benefit from the regional supply and
demand growth that is anticipated over the next several years.  El
Paso expects this segment to generate stable earnings and cash
flow with average earnings growth of 2 to 5 percent annually.

The Pipeline Group's annual capital budget will be approximately
$800 million to $900 million over the next five years.  Key
business drivers will include major pipeline expansions, cost
control, and continued success in capacity recontracting efforts.

                    Exploration & Production

El Paso will change the focus of its exploration and production
business from production growth to managing for returns on
invested capital.  The company will focus its future operations on
several growth areas: the deep shelf of the Gulf of Mexico, coal
bed methane development, onshore Texas (primarily Vicksburg and
Wilcox trends), and central operations (north Louisiana and east
Texas).  Capital expenditures will be approximately $850 million
per year; however the company expects to achieve incremental
benefits from third-party capital as it brings in partners on a
promoted basis.  The combined capital is expected to generate a
production rate of approximately 1 billion cubic feet equivalent
per day in 2006.  The company plans to divest its international
holdings in Canada (other than Nova Scotia), Hungary, and
Indonesia.

The following table shows natural gas production volumes that El
Paso Production has hedged for 2004 through 2006:

                                2004            2005      2006
                                ----            ----      ----
    Volume (TBtu)                75             130        84
    Price ($/MMBtu)            $2.55           $3.22      $3.28
    Expected
        Production (TBtu)    288 to 311     304 to 326  333 to 356

              Marketing, Trading, and Global Power

El Paso plans to liquidate the majority of its existing trading
positions by the end of 2004 with the goal of maximizing return of
cash.  The long-range plan includes a marketing and physical
trading group that will continue to manage the marketing of El
Paso Production Company's natural gas production and certain of
its existing contractual positions as part of the company's going-
forward operations.

El Paso expects to sell the majority of its domestic power
business by mid 2004.  Over the next three to five years, the
company intends to operate its international power assets to
maximize cash flow and value.

                     Compensation and Governance

El Paso's new performance management system will be designed to
link compensation with metrics tied directly to shareholder value
created by the business units, as well as total shareholder return
relative to its peer companies.

With 10 of 12 independent directors on its board, separate
chairman and CEO positions, no staggered board and no poison pill,
El Paso continues to demonstrate its commitment to strong
corporate governance.  In addition, the company has added five new
directors in 2003, all of whom have extensive backgrounds in the
production business.

"We are creating a 'fit-for-purpose' organization designed to
provide natural gas in a safe, efficient, dependable manner," said
Foshee.  "We have a great group of employees and directors, and
I'm confident we can deliver on the commitments in the plan."

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


ENRON: Seeks Court Clearance for Project Inauguration Settlement
----------------------------------------------------------------
Enron Corporation asks the Court to approve a Settlement Agreement
and Mutual Release by and among:

   (a) the Enron Parties:

       -- Enron,
       -- Enron South America Turbine LLC,
       -- Enron Commecializadora de Energia Ltda.,
       -- Enron America do Sul Ltda.,
       -- Enron Brazil Power Holdings XVIII Ltd.,
       -- RJG-Rio de Janeiro Generation Ltda., and
       -- Enron Netherlands Holding B.V.;

   (b) the Owner Trust Parties:

       -- the CayCos:

          * Brazilian Power Development Trust,
          * Enron Brazil Turbines I Ltd.,
          * Enron Brazil Turbines II Ltd., and
          * Enron Brazil Power Holdings 20 Ltd., and

       -- SFE-Socidade Fluminense de Energia Ltda.; and

   (c) WestLB AG, New York Branch, as lender agent under the
       Amended and Restated Credit Agreement dated as of
       December 20, 2000 and the other lender parties to the
       Credit Agreement.

               The Project Inauguration Structure

According to Martin A. Sosland, Esq., at Weil, Gotshal & Manges
LLP, in New York, Project Inauguration is a $475,000,000 20-month
term facility set up in December 2000 to:

   (a) finance, develop and construct a 379-megawatt power plant
       -- Eletrobolt -- in the State of Rio, Brazil; and

   (b) order for purchase four Mitsubishi Heavy Industries
       natural gas turbines, which were to be used in the
       development of other power plant projects in Brazil.

Commencing in September 2001, Eletrobolt generated electricity,
which was sold and delivered to the Brazilian electricity
wholesale market known as the "MAE".  To better market the
electricity Eletrobolt produced, ECE, SFE and Petroleo Brasileiro
S.A. - Petrobras entered into a Consortium Formation Agreement
dated as of August 13, 2001 and the Consortium Internal
Directives dated as of September 17, 2001.  Under the Consortium
Agreements, Petrobras supplied natural gas to SFE, SFE converts
the natural gas into electricity, SFE supplies the electricity to
ECE and then ECE markets the electricity through the MAE.  ECE,
as consortium leader and payment agent under the Consortium
Agreements, collects and accounts for the sale proceeds and makes
distributions to all Consortium Agreement parties pursuant to the
terms of the Consortium Agreements.

Mr. Sosland reports that the MAE suspended its settlement
procedures for electricity sold for the period from September
2000 to September 2002.  Consequently, certain payments for the
power Eletrobolt produced to the MAE for the period of September
2001 through September 2002 were not made.  As of July 31, 2003,
the remaining outstanding amount is BRL$48,200,000 and ECE's
allocation of that amount is BRL$8,700,000.

Mr. Sosland relates that Project Inauguration was effected
through that certain Amended and Restated Construction Agency
Agreement dated as of December 20, 2000 between the Owner Trust
and ESAT.  Pursuant to the Construction Agency Agreement, the
Owner Trust funded Eletrobolt's construction and the purchase of
the MHI turbines.

Pursuant to an Amended and Restated Guaranty Agreement dated as
of December 20, 2000, Enron guaranteed all of the obligations of
ESAT under the Construction Agency Agreement and certain other
related agreements to which ESAT was a party, including, without
limitation, payment of the "Termination Amount."

The Owner Trust obtained the capital necessary to fund its
obligations under the Construction Agency Agreement:

   (a) by issuing membership interests to Brazilian Power
       Development LLC, an entity owned by John Hancock Life
       Insurance Company and John Hancock Variable Life
       Insurance Company; and

   (b) through borrowings under the Credit Agreement.

The Owner Trust, as borrower, and the Lender Parties are parties
to the Credit Agreement dated as of December 20, 2000 pursuant to
which the Lender Parties made available to the Owner Trust up to
$460,750,000.

To secure the obligations to the Lender Parties under the Credit
Agreement:

   (i) Brazilian Power, SFE and each of the CayCos guaranteed
       the loans and other obligations of the Owner Trust under
       the Credit Agreement;

  (ii) Brazilian Power, SFE and each of the CayCos granted a
       security interest in favor of the Lender Parties in all
       of their assets pursuant to various security agreements,
       pledge agreements and related agreements; and

(iii) the Owner Trust collaterally assigned to the Lender
       Parties all of the Owner Trust's right, title and
       interest in the Construction Agency Agreement and the
       Enron Guaranty.

To further facilitate the financing, Mr. Sosland tells the Court
that the Owner Trust loaned $214,160,000 to ENHBV pursuant to a
promissory note dated as of May 7, 2001 from ENHBV to the Owner
Trust.  In turn, ENHBV loaned $214,160,000 to SFE pursuant to a
promissory noted dated as of May 7, 2001 from SFE to ENHBV and
the Import Finance Agreement dated as of May 7, 2001 between SFE
and ENHBV.

With Enron's Chapter 11 filing, an Event of Default occurred and
is continuing under the Credit Agreement.  Thus, the Owner Trust,
the Lender Parties, ESAT and Enron Brazil and certain other
parties entered into an Interim Funding Agreement dated as of
December 17, 2001 and a Limited Forbearance and Amendment
Agreement dated as of February 28, 2002, pursuant to which, among
other things, ESAT's option to purchase Eletrobolt and the MHI
turbines was deemed to have been exercised and the Lender Parties
agreed to forbear exercising certain remedies under the Operative
Agreements.

Mr. Sosland informs the Court that the forbearance period under
the Forbearance Agreement expired on August 1, 2002.  The
maturity date provided in the Credit Agreement was August 31,
2002 and as of that date, all amounts outstanding under the
Credit Agreement became due and payable.  As of August 2002, the
aggregate principal amount of the loans outstanding under the
Credit Agreement was about $335,000,000.

Subsequently, on August 8, 2003, the Lender Parties exercised
their rights pursuant to a Trust Certificate Pledge Agreement
dated as of November 10, 2000 and foreclosed on Brazilian Power's
interests in the Owner Trust, effectively resulting in the Lender
Parties owning, directly or indirectly, the ownership interests
in the Owner Trust and all other Owner Trust Parties.

                     The Settlement Agreement

Since the Petition Date, Mr. Sosland reports that the Parties
discussed various alternatives to settle their claims, including
the possible sale of Eletrobolt and the MHI Turbines.  After
extensive discussions and negotiations, the Parties agree that:

   (i) All rights and obligations of the parties under the
       Construction Agency Agreement will be terminated, and in
       connection therewith, any previous exercise by ESAT of
       any purchase option under the Construction Agency
       Agreement will be rescinded, any right or obligation of
       ESAT to consummate the purchase of Eletrobolt or pay any
       amount with respect thereto will be terminated and the
       "Termination Amount" will be deemed to be reduced to
       zero;

  (ii) The Enron Guaranty executed by Enron in connection with
       the Construction Agency Agreement will terminate;

(iii) The ECE Receivables Pledge Agreement, ECE Account Pledge
       Agreement, Escrow Agreement, and Reservation of Rights
       Agreement will terminate.  On the Settlement Closing
       Date, the amounts on deposit in the (a) "Pledged Account"
       will be distributed 50% to the Lender Parties and 50% to
       ECE, and (b) "Escrow Account" as of February 28, 2003
       will be distributed to ECE;

  (iv) The Owner Trust Parties and the Lender Parties will
       release all claims against the Enron Parties arising from
       or relating to Project Inauguration.  The Enron Parties
       release the Owner Trust Parties and the Lender Parties
       from all claims;

   (v) ESAT will resign as Trust Administrator, and the Enron
       Parties' representatives will resign from the board and
       all officer positions of the Owner Trust Parties;

  (vi) ECE will assign to SFE its rights and obligations under
       the Consortium Agreements as of the Settlement Closing
       Date.  SFE agrees to cooperate in the collection of the
       MAE Receivable;

(vii) The Enron Parties will convey the SFE Note and other
       related documents entered into between SFE and Enron
       Parties as full repayment for the ENHBV Note; and

(viii) Enron will cooperate with the Lender Parties in the sale
       of the MHI Turbines and the Lenders will use their
       commercially reasonable efforts to sell the MHI Turbines.
       If the MHI Turbines are sold, ESAT will receive from the
       buyer a portion of the MHI Turbine gross proceeds:

       (a) if the MHI Turbine gross proceeds are in the
           aggregate at least $20,000,000, then ESAT will
           receive $2,000,000;

       (b) if the MHI Turbine gross proceeds are in the
           aggregate less than $20,000,000 but at least
           $10,000,000, then ESAT will receive $1,000,000; or

       (c) if the MHI Turbine gross proceeds are in the
           aggregate less than $10,000,000, then ESAT will
           receive no payment.

The Settlement Agreement should be approved and the Court should
authorize Enron to enter into and implement the Settlement
Agreement because:

   (a) absent the settlement, the Lender Parties would continue
       to pursue their $364,000,000 claim against Enron;

   (b) the Parties would require extensive judicial intervention
       to resolve their disputes, with uncertain results, that
       would be costly, time-consuming and distracting to
       management and employees;

   (c) until the resolution of the disputes, $12,200,000 of
       funds would continue to be held in the Pledge Account and
       the Escrow Account pursuant to the terms of the ECE
       Account Pledge Agreement and the Escrow Agreement, and
       could not be distributed to Enron's estate;

   (d) Enron does not expect that Eletrobolt will generate any
       return in the foreseeable future, and therefore,
       continued use of Enron resources to support Eletrobolt is
       not in the best interest of Enron's estate; and

   (e) the settlement is a product of extensive, arm's-length,
       good faith negotiations among the Parties. (Enron
       Bankruptcy News, Issue No. 90; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)


EUROGAS INC: September 30 Balance Sheet Upside-Down by $10 Mill.
----------------------------------------------------------------
EuroGas Inc. has accumulated a deficit of $155,507,784 through
September 30, 2003. EuroGas has had no revenue, losses from
operations and negative cash flows from operating activities
during the years ended December 31, 2002 and 2001 and during the
nine months ended September 30, 2003.

At September 30, 2003, the Company had a working capital
deficiency of $20,321,881 and a net capital deficiency of
$10,030,270. The Company has impaired most of its oil and gas
properties. These conditions raise substantial doubt regarding the
Company's ability to continue as a going concern. Realization of
the investment in properties and equipment is dependent upon
management obtaining financing for exploration, development and
production of its properties. In addition, if exploration or
evaluation of property and equipment is unsuccessful, all or a
portion of the remaining recorded amount of those properties will
be recognized as impairment losses. Payment of current liabilities
will require substantial additional financing. Management of the
Company plans to finance operations, explore and develop its
properties and pay its liabilities through borrowing, through sale
of interests in its properties, through advances received against
future talc sales and through the issuance of additional equity
securities. Realization of any of these planned transactions is
not assured.

As stated, the Company had an accumulated deficit of $155,507,784
at September 30, 2003, substantially all of which has been funded
out of proceeds received from the issuance of stock and the
incurrence of liabilities. At September 30, 2003, the Company had
total current assets of $203,612 and total current liabilities of
$20,525,493 resulting in a working capital deficiency of
$20,321,881. As of September 30, 2003, the Company's balance sheet
reflected $825,426 in mineral interests in properties not subject
to amortization, net of valuation allowance. These properties are
held under licenses or concessions that contain specific drilling
or other exploration commitments and that expire within one to
three years, unless the concession or license authority grants an
extension or a new concession license, of which there can be no
assurance. If the Company is unable to establish production or
resources on these properties, is unable to obtain any necessary
future licenses or extensions, or is unable to meet its financial
commitments with respect to these properties, it could be forced
to write off the carrying value of the applicable property.

Throughout its existence, the Company has relied on cash from
financing activities to provide the funds required for
acquisitions and operating activities. During the nine months
ended September 30, 2003, the Company received $300,000 from the
sale of common stock and $186,675 from the sale of assets and
expended $30,000 in the purchase of property and equipment and
development of mineral interests, $548,746 was used in operating
activities. As a result, the Company used net cash of $141,780
during the nine months ended September 30, 2003.

While the Company had cash of $46,142 at September 30, 2003, it
has substantial short-term and long-term financial commitments.
Many of the Company's projects are long-term and will require the
expenditure of substantial amounts over a number of years before
the establishment, if ever, of production and ongoing revenues. As
noted above, the Company has relied principally on cash provided
from equity and debt transactions to meet its cash requirements.
The Company does not have sufficient cash to meet its short-term
or long-term needs, and it will require additional cash, either
from financing transactions or operating activities, to meet its
immediate and long-term obligations. There can be no assurance
that the Company will be able to obtain additional financing,
either in the form of debt or equity, or that, if such financing
is obtained, it will be available to the Company on reasonable
terms. If the Company is able to obtain additional financing or
structure strategic relationships in order to fund existing or
future projects, existing shareholders will likely continue to
experience further dilution of their percentage ownership of the
Company.

If the Company is unable to establish production or reserves
sufficient to justify the carrying value of its assets, to obtain
the necessary funding to meet its short and long-term obligations,
or to fund its exploration and development program, all or a
portion of the mineral interests in unproven properties will be
charged to operations, leading to significant additional losses.


EVOLVE SOFTWARE: Final Decree Hearing Scheduled for Tomorrow
------------------------------------------------------------
Evolve Software, Inc., a Delaware corporation, filed with United
States Bankruptcy Court for the District of Delaware its Joint
Amended Chapter 11 Plan of Liquidation on June 19, 2003.

On September 26, 2003, the Bankruptcy Court entered an order
confirming the Plan, as modified, and the Plan became effective on
October 28, 2003.  It is expected that the Company will have its
operations formally dissolved by the end of 2003.  As a result of
the final liquidation of the Company, the Company's common stock,
Series A preferred stock and Series B preferred stock will cease
to exist and the number of authorized shares of the Company has
been reduced to one (1) share, to be held by the
administrator of the Company's Plan.

As of September 26, 2003, the Company possessed cash of
approximately $8.6 million.  The Company will be paying all valid
pre-petition claims in full, and is expected to make aggregate
distributions in the amount of approximately $1.4 million on
account of these claims as allowed in the chapter 11 bankruptcy
cases.  All remaining amounts will be reserved for the wind-down
of the Company's remaining operations and assets and distributions
to the holders of the Series B Preferred Stock.

On November 26, 2003, the Company filed a Form 15 with the SEC
seeking to terminate the Company's status as a reporting public
company.

The Company has incurred $470,526 of liquidation related expenses
through September 30, 2003.  A hearing before the Bankruptcy Court
is currently scheduled for December 18, 2003, at which time the
Company expects to seek from the Bankruptcy Court, a final decree
in the chapter 11 bankruptcy cases. Entry of a final decree by the
Bankruptcy Court will effectively close the Company's bankruptcy
case and allow the final distribution to the Series B Preferred
Stock.


FLEMING: Gets Go-Signal to Pay $325-Mill. to Prepetition Lenders
----------------------------------------------------------------
The Fleming Debtors and the Prepetition Agents obtained approval
from the Court to transfer $325,000,000 to the Prepetition Agents
for the Prepetition Lenders' benefit, in partial satisfaction of
the Prepetition Indebtedness.

The Debtors will retain the balance, subject to the current
restrictions governing the use of the Cash Collateral.

                           Backgrounder

Fleming Companies, Inc., and its debtor-affiliates are party to a
prepetition credit agreement with:

   * Deutsche Bank, as administrative agent;

   * JPMorgan Chase and Citicorp North America, Inc., as
     syndication agents;

   * Lehman Commercial Paper Inc. and Wachovia Bank, National
     Association, as documentation agents;

   * Deutsche and JPMorgan Chase, as joint book managers;

   * Deutsche Bank JP Morgan and Solomon Smith Barney Inc., as
     joint lead arrangers; and

   * a consortium of certain other secured prepetition lenders.

Pursuant to the Credit Agreement, the Lenders made loans and
advances to the Debtors and issued letters of credit on the
Debtors' behalf.  All the Debtors, other than Fleming Companies,
Inc., executed guarantees of the prepetition loans in favor of
the Prepetition Lenders.  The Prepetition Loans were secured by
first-priority security interests and liens on substantially all
of the Debtors' then existing and after-acquired assets and all
proceeds and products of any of the assets.

As of the Petition Date, the Debtors owed the Prepetition Lenders
$604,000,000 under the Credit Agreement, including $146,000,000
in outstanding letters of credit and fees, in addition to
prepetition interests accrued plus costs, fees and expenses as
well as Treasury Services obligations not to exceed $50,000,000.
Furthermore, there was an automatic $5,000,000 step-up in one of
the prepetition letters of credit that increased the overall
exposure of the Prepetition Lenders to $609,000,000.

Under the Final Order authorizing the Debtors to incur
postpetition financing and use cash collateral, entered on May 7,
2003, the Prepetition Lenders and Prepetition Agents were
provided with adequate protection against any diminution in value
of the interest in the prepetition collateral resulting from,
inter alia, the granting of the Liens and the carve-out, the
priming of the Prepetition Financing Liens, the imposition of the
automatic stay, and the use, sale or lease or other disposition
of the Prepetition Collateral.

Among other things, the Prepetition Lenders and Prepetition
Agents were granted first priority liens and security interests
on substantially all unencumbered Debtors' assets and junior
liens on all assets encumbered by Senior Liens.  The Prepetition
Lender Replacement Liens are deemed perfected as of the Petition
Date and may not be subject to any lien or security interest
existing as of the Petition Date, other than the Senior Liens.
In addition, to the extent of any Diminution Claim, the
Prepetition Agents and the Prepetition Lenders were also allowed
superiority administrative expense claims pursuant to Section
507(b) of the Bankruptcy Code.

Pursuant to the Final DIP Order, the Debtors are authorized to,
among other things, use the Cash Collateral to make adequate
protection payments to the Prepetition Agents and Prepetition
Lenders.

In August 2003, the Court approved the Debtors' sale of their
wholesale distribution business to C&S Acquisition LLC.  The
Debtors received $255,800,000 in cash at the closing of the Sale.
The Debtors now hold approximately $575,100,000 in cash,
substantially all of which constitutes the Prepetition Lenders'
Cash Collateral.

However, the Debtors cannot use the Cash Collateral except in
strict compliance with an approved budget and subject to
availability under the Borrowing Base.  Moreover, the Debtors do
not require the full $575,100,000 to run their remaining
businesses.  The Debtors forecast a $5,000,000 negative cash flow
from now through the year-end.  Thereafter, the Debtors expect
that their average monthly cash flow from operations will be
positive.  However, their total cash flow, due to the
administrative expenses related to the Bankruptcy cases, will be
a negative $3,000,000 to $5,000,000. (Fleming Bankruptcy News,
Issue No. 18; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FLOW INT'L: Files Second-Quarter Report on SEC Form 10-Q
--------------------------------------------------------
Flow International Corporation (Nasdaq: FLOW), the world's leading
developer and manufacturer of ultrahigh-pressure waterjet
technology equipment used for cutting, cleaning (surface
preparation) and food safety applications, filed its Quarterly
Report on Form 10-Q for the period ended October 31, 2003 with the
Securities and Exchange Commission.

The second quarter results reported in the Form 10-Q are improved
from the results announced on November 25, 2003 because of the
implementation of EITF 00-21 "Revenue Arrangements with Multiple
Deliverables."  Revenues for the quarter were $43.7 million, an
increase of $1 million from the $42.7 million reported in the
November 25, 2003 press release.

The revised net loss for the quarter was $3.3 million or $.21
diluted loss per share, compared with a net loss of $3.7 million
or $0.24 diluted loss per share as reported in the November 25,
2003 press release.

This change affects only the Waterjet Systems segment.  Six month
to date results were also adjusted accordingly.  The Company's
Form 10-Q contains further detail regarding these changes.

Flow -- whose October 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $3.4 million -- provides
total system solutions for various industries, including
automotive, aerospace, paper, job shop, surface preparation, and
food production. For more information, visit
http://www.flowcorp.com/


FMC CORP: Elects Mark P. Frissora to Board of Directors
-------------------------------------------------------
FMC Corporation (NYSE: FMC) announced that Mark P. Frissora has
been elected to the company's board of directors, effective
January 1, 2004.

Frissora, 48, was elected chairman and chief executive officer of
Tenneco Automotive (NYSE: TEN), a global designer and manufacturer
of ride and emissions control products and systems, in March 2000
after serving as president and CEO.  Previously, he served as
senior vice president and general manager of Tenneco Automotive's
worldwide original equipment business, having joined the company
in 1996 as vice president of North American emissions control
operations.  Prior to joining Tenneco Automotive, he held
executive positions with Aeroquip-Vickers Corporation and Philips
N.V.  Previously, he was with General Electric Co. for 10 years.
Frissora also serves on the board of directors of NCR Corporation.

With this election, Frissora becomes the ninth independent
director on the FMC Board.  William G. Walter, FMC chairman,
president and chief executive officer is the lone inside director.

FMC Corporation (S&P, BB+ $300 Million Senior Secured Notes
Rating, Negative) is a diversified chemical company serving
agricultural, industrial and consumer markets globally for more
than a century with innovative solutions, applications and quality
products.  The company employs approximately 5,500 people
throughout the world.  FMC Corporation divides its businesses into
three segments: Agricultural Products, Specialty Chemicals and
Industrial Chemicals.


FYOCK & ASSOCIATES: Voluntary Chapter 7 Case Summary
----------------------------------------------------
Debtor: James A. Fyock and Associates, Inc.
        fdba Red Chair, LLC
        fdba Fyock and Associates, Inc.
        101 Charlois Blvd, Suite 100
        Winston Salem, North Carolina 27103-0000

Bankruptcy Case No.: 03-53651

Type of Business: The Debtor is a public relations firm.

Chapter 7 Petition Date: December 3, 2003

Court: Middle District of North Carolina (Winston-Salem)

Judge: Catharine R. Carruthers

Debtor's Counsel: Ashley S. Rusher, Esq.
                  Blanco Tackabery Combs & Matamoros, P.A.
                  110 S. Stratford Road, Suite 500
                  P.O. Drawer 25008
                  Winston-Salem, NC 27114
                  Tel: 336-761-1250

                         - and -

                  Bruce Magers, Esq.
                  2990 Bethesda Place, Suite 604-C
                  Winston-Salem, NC 27103
                  Tel: 336-760-1520

Total Assets: $92,085

Total Debts:  $1,796,916


GENESIS: Neighborcare Halts Trading Under Employee Benefit Fund
---------------------------------------------------------------
On November 24, 2003, NeighborCare Inc. notified its employees
that it will prevent those participants in the NeighborCare
Retirement Plan, who will cease being participants in Retirement
Plan as a result of the Spin-off, from transactions in its common
stock.  The reason for the blackout period is to permit the
transfer of plan accounts of those participants who will cease
being participants in the Retirement Plan and who will become
participants in the GHC 401(k) Plan to the GHC 401(k) Plan.

In a Form 8-K filing with the Securities and Exchange Commission
dated December 4, 2003, NeighborCare Chief Executive Officer,
John J. Arlotta, explains that, during the blackout period,
participants in the Retirement Plan will not be able to purchase
or otherwise acquire or sell or otherwise dispose of interests in
the shares of NeighborCare common stock.  The participants will
not be able to make changes in investment elections or deferral
percentages in the Retirement Plan or request loans or
distributions.

The blackout period will begin on December 24, 2003 at 3:00 p.m.
Eastern Standard Time and end on January 7, 2004, when the
transfer of the accounts is expected to be completed.

On December 4, 2003, the NeighborCare notified its directors and
executive officers of the blackout period and that, pursuant to
the Sarbanes-Oxley Act of 2002 and the SEC's Regulation BTR, they
are prohibited from engaging in transactions during the blackout
period involving any NeighborCare equity security acquired in
connection with their service or employment as a director or
executive officer.

In accordance with the SEC's rules and regulations, including the
Regulation BTR, this blackout period is separate from, and in
addition to, any other restrictions on trading NeighborCare
equity securities currently applicable to NeighborCare's
directors and officers. (Genesis/Multicare Bankruptcy News, Issue
No. 51; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GINGISS GROUP: Auctioning-Off Tuxedo Assets on December 22
----------------------------------------------------------
The Gingiss Group, Inc., and its debtor-affiliates plan to sell
their assets relating to their tuxedo wholesale, retail and rental
business to After Hours Formalwear, Inc., an affiliate of The May
Department Stores Company.  The sale is subject to higher and
better offers.

The U.S. Bankruptcy Court for the District of Delaware approved
proposed Sale Procedures scheduling an auction for the assets. The
auction is scheduled for December 22, 2003, at 10:00 a.m. Eastern
Time, to be held at the offices of the Counsel for the Debtors,
Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C., located at
919 North Market Street, 16th Floor, Wilmington, Delaware 19801.

Only parties that have submitted a qualified bid for the assets by
5:00 p.m. tomorrow will be permitted to participate at the
auction. At the conclusion of the sale, the Debtors will identify
the successful bidder at their lawyers' Web site --
http://www.pszyjw.info/

A hearing before the Honorable Mary F. Walrath to confirm the
results of the auction and approve the sale shall convene on
Dec. 23, at 9:30 a.m.

Headquartered in Addison, Illinois, The Gingiss Group, Inc., a
national men's formal wear rental and retail company, filed for
chapter 11 protection on November 3, 2003 (Bankr. Del. Case No.
03-13364).  Jeffrey N. Pomerantz, Esq., Samuel R. Maizel, Esq.,
James E. O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski
Stang Ziehl Young Jones & Weintraub represent the Debtors in their
liquidating efforts. The Debtors listed debts of over $50 million
in their petition.


GULFTERRA ENERGY: S&P Affirms BB+ Rating Following Merger News
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on oil and natural gas services company GulfTerra
Energy Partners L.P. (BB+/Watch Neg/--), which will remain on
CreditWatch with negative implications, following the announcement
of its intention to merge with Enterprise Products Partners L.P.
(BBB-/Watch Neg/--) and the downgrade of the corporate credit
rating of its primary general partner, El Paso Corp., to 'B' from
'B+'. The formal merger is not expected to be completed before
fourth-quarter 2004, but Enterprise is immediately purchasing an
economic interest in one half of GulfTerra's general partner with
limited voting powers. The second owner of GulfTerra's general
partner, 9.9% holder Goldman, Sachs & Co., will sell its interest
back to El Paso, concurrent with Enterprise's initial investment.
El Paso will have full management responsibility for GulfTerra
until the merger is accomplished.

Houston, Texas-based GulfTerra has about $1.9 billion in
outstanding debt.

"The proposed merger of GulfTerra and Enterprise would be
complementary in several ways, including the fit of the operations
and the improved corporate governance and management of the new
company," said Standard & Poor's credit analyst Todd Shipman. "The
ultimate ratings on the merged entity will depend on a complete
analysis of the operations, integration, diversity, sector
fundamentals, and financial measures when the merger is closer to
completion," he continued.

Standard & Poor's evaluation of the relationship between GulfTerra
and El Paso was leading toward a conclusion where the steps taken
to insulate itself from El Paso and strengthen its corporate
governance (in particular, the insertion of Goldman Sachs as a
9.9% owner of its general partner) would result in the near-
complete separation of the ratings of GulfTerra and El Paso.
Today's developments supersede those steps, however, and could
still affect GulfTerra's ratings during the merger process.
Questions about the El Paso-GulfTerra relationship have become
more acute with today's downgrade of El Paso. Standard & Poor's
will be examining the terms of Enterprise's approval rights under
its 50% stake in GulfTerra's general partnership, to be sure that
Enterprise has the same ability to block a unilateral decision by
El Paso to voluntarily file GulfTerra into bankruptcy.


H&E EQUIPMENT: S&P Says Company Concerns are Still Manageable
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on H & E
Equipment Services LLC, including its 'B+' corporate credit
rating, and removed them from CreditWatch where they were placed
on Aug. 27, 2003.

The outlook is negative. The Baton Rouge, Louisiana-based rental,
service, and sales company has about $350 million in rated debt.

"The affirmation is based upon Standard & Poor's expectations that
the company's weaker-than-expected performance in the second
quarter of 2003, concern about the prospects for continued
challenging conditions (especially in the company's core Gulf
Coast and crane operations), and liquidity issues (stemming from
an unexpected adverse legal ruling) are manageable at the current
rating," said Standard & Poor's credit analyst John Sico. The
improved performance in the third quarter and somewhat better
industry conditions, if continued, should enable H & E to maintain
a credit profile adequate for the rating. Secondly, the company
has met the appeal requirements stemming from the adverse legal
judgment by posting the required letter of credit with the
approval from its bank group. Unsuccessful resolution of this
appeal should be manageable at the current rating. However, there
are still concerns regarding the prospects for the company's
challenging industry conditions.

Year over year, sales for H & E were off by only 2% in the third
quarter of 2003 (compared to 10% in the second quarter), mainly
due to lower rental revenue attributable to lower time utilization
in the crane and high lift segment. EBITDA for the company on a
combined basis for the third quarter of 2003 was 15% below
comparable 2002 EBITDA (this compares to a 27% decline that
occurred in the second quarter). The company has consolidated some
locations and expects to benefit from the reduced costs. H & E
curtailed its capital spending and is expected to age its fleet to
41 months by the end of 2003 and increase it by another 5 months -
6 months in 2004.

Liquidity was reduced by the unexpected adverse ruling in a civil
case filed by a competitor. H & E posted a $19 million letter of
credit (including interest) while it appeals. The company received
an amendment from its bank group, permitting the LOC, and also
amended restrictive financial covenants under its secured credit
facility; H & E was in compliance as of Sept. 30, 2003. The
company is appealing this judgment and there is the possibility of
a settlement and reduction in the amount due.


HAND BRAND DISTRIBUTION: Sewell & Co. Bows-Out as Accountant
------------------------------------------------------------
On September 10, 2003, Sewell & Company, PA declined to stand for
re-election as independent auditor of GeneThera, Inc., formerly
known as Hand Brand Distribution, Inc. (Commission File No. 000-
27237).

During the most recent two fiscal years, S&O's reports on the
financial statements of the Company contained a "going concern"
qualification.

On July 1, 2003, the Company filed with the Florida Secretary of
State's office amendments to the Company's Articles of
Incorporation to change the name from Hand Brand Distribution,
Inc. to GeneThera, Inc. and to authorize one hundred million
(100,000,000) shares of common stock and twenty million
(20,000,000) shares of class A preferred stock.

                           *    *    *

GeneThera is a development stage company and has had negligible
revenues from operations in the last two years. As a development
stage company, its research and development expenditures cannot be
capitalized.

GeneThera plans to develop proprietary diagnostic assays for use
in the agricultural and veterinary markets. Specific assays for
Chronic Wasting Disease (among elk and deer), and E.coli
(predominantly cattle) are in development. The Company is also in
the process of developing therapeutic vaccines for these and other
diseases. The Company utilizes their patent pending process called
PURIVAX for purifying these vaccines. We believe this is where we
have a competitive advantage over other companies developing
molecular vaccines.

The Company had a cash balance of $22,962 as of September 30,
2003. With the acquisition of 51% of GeneThera, it is estimated
that it will require outside capital for the year 2003 for the
commercialization of GeneThera's CWD assays.

At the present time, and assuming continued forbearance by two
creditors of GeneThera on defaulted notes in the approximate
amount of $35,279, we believe we have adequate working capital
through December 31, 2003. However, the Company's financial
statements for the three months ended September 30, 2003 contain a
going concern qualification expressing doubt regarding our ability
to continue operating.


HANOVER COMPRESSOR: Completes Two Senior Notes Public Offering
--------------------------------------------------------------
Hanover Compressor Company (NYSE:HC) (S&P, BB- Corporate Credit
Rating, Negative), a global market leader in full service natural
gas compression and a leading provider of service, fabrication and
equipment for oil and natural gas processing and transportation
applications, completed its offering of $200 million of 8.625%
Senior Notes due 2010 and $143.75 million of 4.75% Convertible
Senior Notes due 2014.

Of the $143.75 million of Convertible Senior Notes sold by
Hanover, $18.75 million was sold pursuant to the exercise of the
underwriters' over-allotment option. Hanover will use the net
proceeds from the offerings to repay existing indebtedness.

Hanover also has completed its new $350 million bank credit
facility that amends and replaces the Company's former bank credit
facility.

The offering and sale of the Senior Notes and Convertible Senior
Notes were pursuant to an effective shelf registration statement
on Form S-3 previously filed with the Securities and Exchange
Commission.

JPMorgan and Citigroup were joint book-running managers for the
Senior Notes offering. Copies of the prospectus supplement
relating to the offering of the Senior Notes may be obtained from
the offices of J.P. Morgan Securities Inc., Chase Distribution &
Support Service, 1 Chase Manhattan Plaza, Floor 5B, New York, NY
10081 (copies can also be obtained by e-mail at:
Addressing.Services@jpmchase.com), and the offices of Citigroup
Global Markets Inc., 140 58th Street, Brooklyn, NY 11220,
Attention: Prospectus Department, Floor 8-I.

JPMorgan and Credit Suisse First Boston were joint book-running
managers for the Convertible Senior Notes offering. Copies of the
prospectus supplement relating to the Convertible Senior Notes
offering may be obtained from the office of J.P. Morgan Securities
Inc., Chase Distribution & Support Service, 1 Chase Manhattan
Plaza, Floor 5B, New York, NY 10081 (copies can also be obtained
by e-mail at Addressing.Services@jpmchase.com), and from the
office of Credit Suisse First Boston, Prospectus Department, One
Madison Avenue, New York, New York 10010.


HARKEN ENERGY: Sells Panhandle Assets and Repays All Bond Debt
--------------------------------------------------------------
Harken Energy Corporation (Amex: HEC) sold the majority of its oil
and gas properties located in the Panhandle region of Texas.  The
purchasers agreed to pay approximately $7 Million in cash for the
Panhandle assets.

Harken considers the Panhandle assets as non-core assets since the
majority of Harken's domestic reserves and production are located
along the Gulf coast regions of Texas and Louisiana.  Harken's
Gulf coast assets are primarily natural gas.

Harken also announced it repaid all outstanding bank debt,
approximately $4 Million, with a portion of the Panhandle asset
sales proceeds.

Harken's Chairman, Alan G. Quasha, stated, "While we expected to
close on the sale of these Panhandle assets a month ago, we
achieved our goal of selling these properties at a reasonable
price and significantly reducing our debt by year end.  Our cash
now exceeds our outstanding debt, and we have been able to
accomplish the restructuring of our balance sheet and cost
structure expeditiously and without sacrificing any of our core
assets.  The entire management team deserves a great deal of
credit.  We look forward to being able to focus on growing our
revenues, cash flow and earnings, and taking advantage of energy
related opportunities from a position of strength."

As previously reported, Harken Energy Corporation retained Petrie
Parkman & Co., Inc., to evaluate its domestic oil and gas assets
and to make recommendations to maximize their value. Harken's
domestic assets currently consist of its productive properties
and prospects along the Gulf Coast of Texas and Louisiana, as
well as the Panhandle region of Texas.

Harken's management has spent the last few months actively
restructuring the liability side of its balance sheet and
examining and taking action on its cost structure. While Harken is
still burdened with significant long-term debt, the Company has
effectively dealt with most of its short-term debt without causing
excessive dilution.


HARNISCHFEGER: Court Stays Distribution of HII Reserve Stock
------------------------------------------------------------
Judge Kent Jordan of the United States District Court for the
District of Delaware stays the distribution of HII reserve stock
until further Order, or in the event that Rockwell fails to post a
bond for $2,000,000 within 48 hours of the time that the closing
price of the stock of Joy Global (f.k.a. Harnischfeger Industries,
Inc.) falls to or below $12.41 per share. (Harnischfeger
Bankruptcy News, Issue No. 70; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


HAWAIIAN AIRLINES: Pilots Demand $4.25 Pension Back Payment
-----------------------------------------------------------
Hawaiian Airlines pilots demanded that the bankrupt carrier fully
fund their pension before paying bonuses to senior management and
compensation to the court-appointed trustee, Josh Gotbaum, the
Honolulu Advertiser reported. Gotbaum, who was appointed trustee
in July, has proposed that he be paid as much as $70,000 a month
plus "the reasonable cost" of renting a single-family home and
automobile. He also asked for severance and retention bonuses for
senior managers.

The Air Line Pilots Association said in a statement the company
should make a $4.25 million pension payment it skipped in
September before "handing over millions in executive
compensation." The association said 11 senior officers at Hawaiian
could receive as much as $1 million in severance packages and
continue to be paid their salary for one year after they leave if
they stay until the airline is handed over to a new owner.

Attorney Bruce Bennett, who represented Gotbaum said the pension
issue is a $60 million problem being negotiated between pilots and
the company. The $4.25 million payment is just part of a larger
issue that needs to be resolved, he said. The court has given them
until February to find a solution, and they are in the middle of
negotiations, Bennett said, reported the newspaper. (ABI World,
Dec. 12, 2003)


HEALTHSOUTH: George Strong and Charles Newhall Resign from Board
----------------------------------------------------------------
HealthSouth Corporation (Pink Sheets: HLSH) announced that George
H. Strong and Charles W. Newhall III have voluntarily resigned
from the HealthSouth Board of Directors effective December 15,
2003, as part of the previously announced board transition plan.

Joel C. Gordon, Interim Chairman of the Board of HealthSouth said,
"I want to thank George and Chuck for their many years of
dedicated service and their tireless efforts on behalf of the
Company and its shareholders.  We appreciate their willingness to
initiate the transition plan that the Special Committee of the
Board has concluded is an important part of the rebuilding process
at HealthSouth, although we regret their departure.

"The support, diligence and wise counsel of all my fellow
directors, especially over the last nine months, have been
invaluable in helping to stabilize HealthSouth's operations --
thus restoring hope to our tens of thousands of employees,
patients, security holders and others," Mr. Gordon continued.  "As
directors, we have shared the frustration, outrage and sense of
betrayal of HealthSouth's public security holders and employees
over the fact that a relatively small group of people deliberately
deceived us.  We also share the strong determination to build
HealthSouth back to a respected position in the healthcare
community and to help restore value for our stakeholders."

"It has been a privilege to be part of the remarkable growth of a
revolutionary force in the healthcare service business," said Mr.
Strong.  "I wish Joel, my other fellow directors, and the
enormously dedicated managers and employees of HealthSouth every
success as they continue the extraordinary progress we have
achieved over the past nine months."

"It has been an honor to work for so many years alongside of the
thousands of good people who have given their heart and soul to
this company," said Mr. Newhall.  "I am confident that the grave
damage that this outrageous deception has done will be repaired,
thanks to the continuing commitment of our employees, the loyalty
of our physicians, and the leadership of the management team and
the Board."

As previously announced on December 2, 2003, under HealthSouth's
transition plan, two additional long-standing Directors will leave
voluntarily not later than April 15, 2004 and one additional long-
standing a fifth Director will leave voluntarily not later than
August 31, 2004.  Under the transition plan, the three Directors
who joined HealthSouth's Board after August 2002 -- Jon F. Hanson,
Robert P. May and Lee S. Hillman -- together with Joel C. Gordon,
will remain on HealthSouth's Board in order to help ensure the
continuity and stability of HealthSouth's current turnaround
efforts.  In addition, Messrs. Gordon and May have agreed to
continue as Interim Chairman and Interim Chief Executive Officer,
respectively, until such time as the Special Committee of
HealthSouth's Board believes the turnaround is largely
accomplished and a permanent management team is in place.
HealthSouth's Special Committee consists of all of HealthSouth's
current directors except Richard M. Scrushy, who has refused the
Board of Directors' request that he resign as a director.

As also noted on December 2, 2003, a search for four new Directors
has begun, overseen by a Search Committee which will seek input
from HealthSouth's largest institutional stockholders.  The Search
Committee will recommend candidates to HealthSouth's Nominating
Committee with the goal of filling the vacancies as soon as
practicable.

HealthSouth is the nation's largest provider of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, with nearly 1,700 locations nationwide and abroad.
HealthSouth can be found on the Web at http://www.healthsouth.com/

As reported in Troubled Company Reporter's November 5, 2003
edition, HealthSouth Corporation, which previously announced that
it had initiated discussions and submitted term sheets to its
creditors providing for the restructuring of the Company's
outstanding indebtedness, said that it has received a notice of
technical default purportedly from the requisite holders of
certain of its senior notes and its senior subordinated notes.

Once notice has actually been received, the notes provide for a
cure period, following which these noteholders would have the
right to accelerate payment of the outstanding principal amount of
these notes.

The Company stated that it is current on all interest payments due
to its bank and noteholders. The Company also reiterated its
intention to remain current on all upcoming interest payments.


HORSEHEAD INDUSTRIES: Court Approves Asset Sale to Sun Capital
--------------------------------------------------------------
Horsehead Industries and Sun Capital announced that Chief Judge
Stuart M. Bernstein of the U.S. Bankruptcy Court (Southern
District of New York) approved the sale of substantially all
of Horsehead's operating assets to an affiliate of Sun Capital
Partners.

Horsehead and Sun believe the transaction will close later this
week.

"We are extremely pleased to have cleared this last major hurdle
and looking forward to quickly wrapping up the transaction and
exiting bankruptcy," said Horsehead's Chairman and CEO Dave
Carpenter.  "Sun is an outstanding organization with a great track
record and we are very excited to work with them.  I can't thank
our employees, suppliers and customers enough for sticking by the
company.  I also would like to thank our banks and creditors for
working through what everyone agreed was a highly complicated
situation."

Horsehead and Sun said that the combination of Sun's cash
infusion, improving zinc prices and recent cost reductions will
enable the company to stabilize quickly and begin generating cash
in the next few months.  "This is a proven business that came
under duress from all-time low zinc prices, too much debt and
certain operating and cost issues.  Those issues continue to be
addressed and Sun looks forward to working with the Company to
position it for future growth and prosperity", said Sun's Michael
Kalb.  "We are very supportive of the management team assembled
under Dave Carpenter just before the company was forced to file
for bankruptcy and appreciate the tremendous effort they have put
into restructuring the company under such difficult
circumstances."

Horsehead is the largest zinc producer in the United States and
the world's largest recycler of zinc bearing materials, including
the steel industry's (EAF Dust).  The company annually produces
over 165,000 tons of zinc products and recycles more than 450,000
tons of EAF Dust.  Horsehead operates primarily under its Zinc
Corporation of America and Horsehead Resource Development brands
employing over 1000 people in seven states.

Sun Capital Partners, Inc. is a leading private investment firm
focused on leveraged buyouts.  Sun Capital has invested in more
than 50 companies during the past several years with combined
sales in excess of $8.0 billion.  Sun Capital has more than $700
million under management and is making new investments through Sun
Capital Partners III, LP, and Sun Capital Partners III QP, LP,
together a $500 million fund raised in January 2003. Participating
in Sun Capital's fund are leading fund-of-funds investors,
university endowments, pension funds, financial institutions and
high net worth individuals, families and trusts.  For more
information about Sun Capital, visit http://www.SunCapPart.com/


ICO INC: Won't Make Preferred Share Dividend Payment
----------------------------------------------------
ICO, Inc. (Nasdaq: ICOC) announced fiscal year 2003 and fourth
quarter fiscal year 2003 financial results.  ICO reported fiscal
year 2003 revenues of $206,614,000, an operating loss from
continuing operations of $22,611,000, including impairment,
restructuring and other costs of $12,814,000, loss from continuing
operations before cumulative effect of change in accounting
principle of $20,855,000 or $.86 per share and net loss of
$50,092,000 or $2.04 per share.

For the quarter, ICO reported revenues of $53,446,000, an
operating loss from continuing operations of $14,617,000 including
$12,008,000 of impairment, restructuring and other costs and loss
from continuing operations of $12,384,000 or $.50 per share.
Including discontinued operations, net loss was $12,918,000 or
$.52 per share for the quarter.

                      Results of Operations

            Impairment, Restructuring and Other Costs

Impairment, restructuring and other costs in the fourth quarter of
2003 were $12,008,000 related to an impairment of fixed assets of
$11,267,000 and severance expenses of $823,000, offset by an
$82,000 gain on early lease termination.  The fixed asset
impairment was due to a charge of $10,378,000 brought about due to
continued operating losses at certain ICO Polymers locations in
Europe and North America and an impairment related to capitalized
software development costs of $889,000.  The severance expenses
were related to the resignation of the Company's Chief Executive
Officer and severance payments related to other employee
terminations.

                Year-over-year quarter comparison

Revenues increased $3,653,000 or 7% compared to the fourth quarter
of fiscal 2002.  The year-over-year revenue increase was primarily
due to the strengthening of the Euro and other foreign currencies
relative to the U.S. Dollar which increased revenues by
$3,900,000.  Fourth quarter fiscal 2003 product sales volumes of
ICORENE(TM) and COTENE(TM) rotational molding powders increased
25%, compared to the same quarter last year.  Offsetting these
increases was a decline in revenues caused by a change in revenue
mix within the Company's North American concentrates manufacturing
operation and a reduction in toll processing volumes.

Gross profit declined $49,000 or 1% and gross margins declined
from 16.6% to 15.4%.  These declines were caused by weak operating
performance of the Company's European operations due to a decline
in volumes and inventory reserves of $513,000 relating to slow
moving inventory.  Additionally, a revenue mix change, caused by
an increase in product sales and a decline in toll service
revenues, and lower average selling prices reduced gross profits
and margins.  An improvement in gross margins at the Company's
North American concentrates manufacturing operation partially
offset the factors discussed above.

Selling, general and administrative expenses increased $489,000 or
6% during the fourth quarter of fiscal 2003, due mostly to the
strengthening of the Euro and other foreign currencies versus the
U.S. Dollar which had the effect of increasing selling, general
and administrative expenses by $500,000. Due to the decline in
gross profit and increase in selling, general and administrative
expenses, EBITDA declined $543,000 to a loss of ($133,000) for the
quarter.  The strengthening Euro and other currencies had a
minimal impact on EBITDA during the quarter.

Operating loss increased from a loss of $3,625,000 during the
fourth quarter of 2002 to a loss of $14,617,000 due to the factors
discussed above.

Loss from continuing operations before cumulative effect of change
in accounting principle increased $6,329,000 to a loss of
$12,384,000 due to the operating loss increase discussed above,
offset by a reduction in net interest expense of $2,358,000 or
78%.  Net interest expense declined due to the repayment of
$104,480,000 of the Company's 10-3/8% Senior Notes due 2007,
during the first quarter of fiscal 2003.

                 Sequential quarter comparison

Revenues declined $970,000 or 2% due to lower volumes in Europe
due to the usual summer vacation period and a decline in average
sales prices in Europe due to lower resin prices, offset by an
increase in volumes and revenues in the Company's North American
concentrates manufacturing operation.  Lower revenues produced
lower gross profit which declined $211,000 or 3%, to $8,217,000
during the fourth quarter.  Selling, general and administrative
expenses decreased $513,000 or 6%, due to the cost reduction plan
implemented in late fiscal year 2003.  EBITDA improved $311,000 or
70% due to the factors above.  Due to these changes and the
impairment, restructuring and other costs of $12,008,000,
operating loss increased to a loss of $14,617,000 compared
to the third quarter fiscal 2003 loss of $3,623,000.

                          Liquidity

During the fourth quarter, cash balances increased $2,562,000 to
$4,114,000.  The increase was due to the sale of the Company's
remaining oilfield services location in July 2003 for $4,053,000
in cash, a decline in accounts receivable of $4,654,000, a decline
in inventory of $1,667,000, an increase in accounts payable of
$1,620,000 offset by capital expenditures of $1,100,000 and a
decline of $7,470,000 in short-term borrowings.

Borrowing capacity available under the Company's existing credit
arrangements increased $5,010,000 during the fourth quarter to
$16,360,000 as of September 30, 2003.

At September 30, 2003, the Company's balance sheet shows that its
accumulated deficit further ballooned to close to $75 million,
whittling down its total shareholders' equity to about $67 million
from about $111 million a year ago.

          Business Outlook and Cost Reduction Plan Update

"We are now beginning to see the benefits of our cost reduction
program," said Jon Biro, interim Chief Executive Officer and Chief
Financial Officer. "Our selling, general and administrative
expenses declined on a sequential basis for the second consecutive
quarter.  Furthermore, our business volumes for the three months
ended November 30, 2003 exceeded the volumes from the same months
of the previous year, which has not been the case since July 2002.
Our operations in Sweden and certain operations in the U.S., which
dramatically under-performed during fiscal year 2003 are beginning
to show improvement.  Our North American concentrates
manufacturing location and our locations in Australasia are also
experiencing significant increase in volumes in the first quarter
of fiscal year 2004.  The annualized cost reductions implemented
during the fourth quarter of approximately $6,500,000 will also
improve our earnings.  Despite the traditional holiday period
during December, we expect to generate modest operating income
before charges during our first fiscal quarter of 2004, a
significant improvement compared to the first and fourth quarters
of fiscal 2003."

The $6,500,000 of annualized cost reductions were made at the
Company's corporate headquarters ($3,200,000), ICO Polymers North
American locations ($1,500,000) and European locations
($1,800,000).  Of the $6,500,000 in cost reductions, $5,400,000
relates to reduced selling, general and administrative expenses.
Additional cost reductions are planned for fiscal year 2004.

                         Preferred Dividend

The Company's Dividend Committee of the Board of Directors has
determined not to declare any dividend on its depositary shares,
each representing 1/4 of a share of $6.75 convertible preferred
stock, for the quarter ending on December 31, 2003.  These
securities trade on the Nasdaq National Market System under the
symbol "ICOCZ".

Through twenty plants worldwide, ICO Polymers produces and markets
ICORENE(TM) and COTENE(TM) rotational molding powders, as well as
ICOFLO(TM) powdered processing aids and ICOTEX(TM) powders for
textile producers.  ICO additionally provides WEDCO(TM) size
reduction services for specialty polymers.  ICO's Bayshore
Industrial subsidiary produces specialty compounds, concentrates,
and additives primarily for the film industry.

As previously reported, Standard & Poor's withdrew its 'B+'
corporate credit and 'B-' senior unsecured debt rating on ICO
Inc., at the company's request.


INNSUITES HOSPITALITY: Oct. Net Capital Deficit Widens to $2.8MM
----------------------------------------------------------------
InnSuites Hospitality Trust (Amex: IHT) reports its Fiscal 2004
third-quarter results, with these highlights:

    * Trust revenue from continuing operations totaled $13.4
      million for the nine months ended October 31, 2003, a
      decrease of 8.8% from the prior year period of $14.7
      million.

    * Net loss from continuing operations was $1.3 million for the
      nine months ended October 31, 2003, which was consistent
      with the prior year period.

    * Net loss from continuing operations was $649,000 for the
      three months ended October 31, 2003 compared to a loss of
      $883,000 in the prior year period.

    * Recurring FFO for the first nine months was $(380,000)
      compared to $76,000 in the prior year period.

InnSuites Hospitality Trust reported revenue from continuing
operations of $13.4 million for the nine months ended October 31,
2003, a decrease of 8.8% from $14.7 million for the prior year
period.  This decrease reflects the sluggish economy during the
first nine months of fiscal year 2004.

The Trust reported revenue from continuing operations of $4.0
million for the three months ended October 31, 2003, a decrease of
6.1% from $4.2 million for the prior year period.

The Trust's total net loss attributable to Shares of Beneficial
Interest for the nine months ended October 31, 2003 was $1.6
million, or $0.80 per diluted share, compared to a loss of $1.1
million, or $0.52 per diluted share, during the first nine months
of the prior fiscal year.  During the nine months ended October
31, 2003, the Trust recorded a loss on impairment relating to the
Buena Park, California property of $329,000, of which $168,000 was
attributable to Shares of Beneficial Interest.

The Trust's net loss from continuing operations for the nine
months ended October 31, 2003 was $1.3 million, or $0.62 per
diluted share, which was consistent with the prior year period
loss from continuing operations of $1.3 million, or $0.62 per
diluted share.

The Trust's total net loss attributable to Shares of Beneficial
Interest for the three months ended October 31, 2003 was $759,000,
or $0.37 per diluted share, compared to a loss of $978,000, or
$0.49 per diluted share, during the same three month period in the
prior fiscal year.

The Trust's net loss from continuing operations for the three
months ended October 31, 2003 was $649,000, or $0.31 per diluted
share, which was an improvement of $234,000 over the prior year
period loss from continuing operations of $883,000, or $0.44 per
diluted share.  This improvement reflects the return of hotel
revenues to near the prior year levels in addition to a decrease
in total expenses due to the effects of cost cutting programs.

The Trust had Recurring Funds From Operations (FFO) of a negative
$380,000 for the nine months ended October 31, 2003.  Recurring
FFO decreased $456,000 from $76,000 in the prior year period.  The
decrease was due to decreased revenues caused by the challenging
economic environment during the first nine months of fiscal year
2004.

The Trust's October 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $2.8 million.

                     Positioned for the Future

The Trust has been impacted by the general economic slowdown and,
specifically, the difficulties in the travel and hospitality
industries.  The Trust has taken steps, including tight cost
controls and the disposition of underperforming assets, which it
believes has mitigated the impact of these factors and has
positioned the Trust to benefit from a recovery in the travel
industry.  Although the Trust expects a modest pickup in the
economy over the balance of the current year and in the coming
year, it continues to take aggressive steps to cut costs and
increase sales.

InnSuites Hospitality Trust is a mid-market studio and two-room
suite hospitality real estate investment trust with 8 moderate
service and full service hotels containing 1,243 hotel suites
located in Arizona, New Mexico and Southern California.  For
investor information, visit http://www.innsuitestrust.com/


INT'L PAPER: Will Redeem All 7.875% Capital Securities on Jan 14
----------------------------------------------------------------
International Paper (NYSE: IP) has notified the Bank of New York,
as trustee, that it has elected to redeem all of the outstanding
International Paper Capital Trust III 7.875 percent Capital
Securities due Dec. 1, 2038, on Jan. 14, 2004, at a redemption
price equal to 100 percent of the principal amount, plus interest
accrued thereon to the date of redemption.

International Paper also announced that it has successfully
completed the previously announced offering of $1 billion
aggregate principal amount senior notes.

International Paper -- http://www.internationalpaper.com/-- is
the world's largest paper and forest products company. Businesses
include paper, packaging, and forest products. As one of the
largest private forest landowners in the world, the company
manages its forests under the principles of the Sustainable
Forestry Initiative(R) program, a system that ensures the
perpetual planting, growing and harvesting of trees while
protecting wildlife, plants, soil, air and water quality.
Headquartered in the United States, International Paper has
operations in over 40 countries and sells its products in more
than 120 nations.

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB+' preferred stock ratings to International Paper
Co.'s $6 billion mixed shelf registration.


INT'L STEEL: Underwriters Purchase Additional 2.4 Million Shares
----------------------------------------------------------------
International Steel Group Inc. (NYSE: ISG), announced that the
underwriters of its initial public offering have exercised their
over-allotment option in full to purchase an additional 2,475,000
shares of ISG's common stock from ISG at the initial public
offering price of $28.00 per share.

This exercise adds $69.3 million to the offering, increasing the
total proceeds to $531.3 million.

Goldman, Sachs & Co. and UBS Securities LLC acted as joint book-
running lead managers of the initial public offering and JPMorgan,
Bear, Stearns & Co. Inc. and CIBC World Markets acted as co-
managers of the initial public offering.  A prospectus relating to
the offering may be obtained 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 is also 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.


INTERNET CAPITAL: Will Continue Listing on Nasdaq SmallCap
----------------------------------------------------------
Internet Capital Group, Inc. (Nasdaq: ICGE) received a notice from
the Nasdaq Stock Market regarding the continuation of its listing
status on the Nasdaq SmallCap Market.

Based upon the Company's compliance with all SmallCap Market
initial listing standards (other than the minimum bid price
requirement), the Nasdaq Listing Qualifications Panel has granted
ICG an exception to the bid price requirement through January 30,
2004, to allow for further developments in the SEC rulemaking
process.

This decision by the Panel reflects the amended rule change
proposal submitted by the Nasdaq to the SEC on September 25, 2003.
Under the proposed new rule change, SmallCap Market issuers may be
afforded two 180-day "grace periods" to remedy a minimum bid price
deficiency. Upon expiration of the two 180-day "grace periods," a
SmallCap issuer would then be eligible for a third compliance
period, up to its next annual meeting (but no later than two years
from the initial notice of bid price deficiency), provided it met
all of the SmallCap Market's initial listing requirements, other
than bid price, and provided the issuer "commits to seek
shareholder approval for a reverse stock split to address the bid
price deficiency at or before its next annual meeting, and to
promptly thereafter effect the reverse stock split; and the
shareholder meeting to seek such approval is scheduled to occur no
later than two years from the original notification of bid price
deficiency." In ICG's case, Nasdaq has indicated that the rule
change proposal would afford the Company an exception to no later
than April 24, 2004.  The SEC has not yet approved Nasdaq's rule
change proposal.

Internet Capital Group, Inc. -- http://www.internetcapital.com/--
is an information technology company actively engaged in
delivering software solutions and services designed to enhance
business operations by increasing efficiency, reducing costs and
improving sales results. ICG operates through a network of partner
companies that deliver these solutions to customers. To help drive
partner company progress, ICG provides operational assistance,
capital support, industry expertise, access to operational best
practices, and a strategic network of business relationships.
Internet Capital Group is headquartered in Wayne, Pa.

At September 30, 2003, Internet Capital's balance sheet shows a
total shareholders' equity deficit of about $47 million.


INTERPLAY ENTERTAINMENT: Sells Galleon to SCi Entertainment
-----------------------------------------------------------
Interplay Entertainment Corp. (OTC Bulletin Board: IPLY) sold all
rights to Galleon: Islands of Mystery to SCi Games Ltd., an
affiliate of SCi Entertainment Group of London.  Terms of the
transaction were not disclosed.

Commenting on the announcement, Interplay Chairman and Chief
Executive Officer Herve Caen said, "In development for more than
three years, Galleon no longer fits with Interplay's strategy
going forward.  Heading into 2004, Interplay is facing critical
decisions about its future strategy, its resources, and its
product lineup.  The company's development resources will be
streamlined and focused on high profile game titles we have
planned for release next year and in the near term, including
Exalted, an action/adventure title now in development."

Interplay Entertainment Corp. -- whose September 30, 2003 balance
sheet shows a total shareholders' equity deficit of about $16
million -- is a worldwide developer and publisher of interactive
entertainment software for both core gamers and the mass market.
Founded in 1983, Interplay offers a broad range of products in the
action/arcade, adventure/role-playing game (RPG) and
strategy/puzzle categories across multiple platforms, including
PlayStation(R)2 computer entertainment system, the Xbox(R) video
game system from Microsoft, Nintendo GameCube(TM) and PCs.  The
company's common stock is publicly traded under the symbol IPLY.
For more information about Interplay visit its Web site
http://www.interplay.com/


INTERPOOL INC: Will Pay Quarterly Cash Dividend on Jan. 2, 2004
---------------------------------------------------------------
Interpool, Inc. (NYSE:IPX) will pay a cash dividend of $.0625
cents per share for the fourth quarter of 2003. The dividend will
be payable on January 15, 2004 to shareholders of record on
January 2, 2004. The aggregate amount of the dividend is expected
to be approximately $1,700,000. The amount of the quarterly
dividend is based on an indicated annualized dividend rate of 25
cents per share.

Interpool (S&P, BB+ Long-Term Corporate Credit Rating, Negative)
is one of the world's leading suppliers of equipment and services
to the transportation industry. It is the world's largest lessor
of intermodal container chassis and a world-leading lessor of
cargo containers used in international trade.

More information on Interpool can be viewed at the Company's Web
site at http://www.interpool.com/


ISLE OF CAPRI: Opens Casino at Westin and Sheraton in Bahamas
-------------------------------------------------------------
Isle of Capri Casinos, Inc. (Nasdaq: ISLE) has opened its casino
at the Westin and Sheraton at Our Lucaya Beach & Golf Resort at
Freeport, Grand Bahama.

The approximately 19,000 square-foot resort-style casino offers
400 slot machines and 21 table games.  The property also features
a 110-seat upscale restaurant called The Cove.

The casino is expected to draw customers from the south Florida
area and the eastern United States, as well as international
markets.

Bernard Goldstein, chairman and chief executive officer of Isle of
Capri Casinos, said, "Following our completion of the Isle of
Capri's venture into the UK, the Our Lucaya casino furthers the
company's presence on an international scale."

The company held an opening ceremony and ribbon cutting to
celebrate the event at 10 a.m. EST Monday.  The Honorable Obediah
H. Wilchcombe, Minister of Tourism with responsibility for Gaming
was in attendance.

Timothy M. Hinkley, president and chief operating officer of Isle
of Capri Casinos, said, "Our Lucaya offers an exciting fit to the
company's tropical branding efforts.  This casino will bring
greater opportunities to Isle players through more IsleOne
deferred-reward program benefits with travel to the Bahamas."

The 300 Isle employees marked the event with a pre-opening pep
rally and party on Saturday, featuring live entertainment and
giveaways.

The Westin and Sheraton at Our Lucaya, operated by Starwood Hotels
& Resorts Worldwide, Inc. includes, 14 food-and-beverage outlets,
a conference center, a tennis center, four ocean-front pools and
spa & fitness center, two 18-hole championship golf courses and a
Butch Harmon School of Golf.

Isle of Capri Casinos, Inc. (S&P, B+ Corporate Credit Rating,
Stable) owns and operates 15 riverboat, dockside and land-based
casinos at 14 locations, including Biloxi, Vicksburg, Lula and
Natchez, Mississippi; Bossier City and Lake Charles (two
riverboats), Louisiana; Black Hawk (two land-based casinos) and
Cripple Creek, Colorado; Bettendorf, Davenport and Marquette,
Iowa; and Kansas City and Boonville, Missouri. The company also
operates Pompano Park Harness Racing Track in Pompano Beach,
Florida.

The Westin and Sheraton at Our Lucaya Beach and Golf Resort is a
372-acre resort on Grand Bahama Island.  The 1,260 room resort
features two 18-hole golf courses, the Butch Harmon School of
Golf, Senses Spa and fitness center, 14 restaurants and lounges,
four premier tennis courts, Camp Lucaya children's center and four
oceanfront swimming pools.  For information, please call toll-free
(800) Westin - 1 (937-8461) for the Westin at Our Lucaya, (800)
325-3535 for the Sheraton at Our Lucaya or visit
http://www.westin.com/ourlucaya/or
http://www.sheraton.com/ourlucaya/

Starwood is one of the leading hotel and leisure companies in the
world with more than 740 properties in 80 countries and 105,000
employees at its owned and managed properties. With
internationally renowned brands, Starwood is a fully integrated
owner, operator and franchisor of hotels and resorts including:
St. Regis, The Luxury Collection, Sheraton, Westin, Four Points
by Sheraton, W brands, as well as Starwood Vacation Ownership,
Inc., one of the premier developers and operators of high quality
vacation interval ownership resorts. For more information, please
visit http://www.starwood.com/


JAMES CABLE: Consummates Pre-Negotiated Reorganization Plan
-----------------------------------------------------------
James Cable, LLC announced the completion of its reorganization
plan under which GoldenTree Asset Management has become the
Company's largest equity holder, holding approximately 72% of the
outstanding equity.

James Cable Partners, L.P. and its wholly owned subsidiary, James
Cable Finance Corp., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code on June 26, 2003. The pre-
negotiated plan of reorganization was confirmed by Judge Robert
Hershner, Jr. of the U.S. Bankruptcy Court for the Middle District
of Georgia, Macon Division, on November 25, 2003.

Under the plan, James Cable Partners, L.P. was reorganized as a
Delaware limited liability company, James Cable, LLC, and
converted $88 million of its 10-3/4 % Senior Notes due August 15,
2004 into 93% of the equity of James Cable, LLC. The remaining 7%
is held by the previous equity holders of James Cable. James Cable
also refinanced GoldenTree's $30 million prepetition senior
secured loan facility with a $30 million term loan and a $4
million revolving credit facility provided by a bank syndicate led
by Merrill Lynch Capital.

"We believe that James Cable now has an appropriate capital
structure with which it can grow its business. We look forward to
working with Bill James and his team as they implement their
upgrade program for the balance of the subscriber base and
position the company for future growth," said Steven Shapiro, a
partner at GoldenTree.

James Cable owns, operates and develops cable television systems
serving rural communities in Oklahoma, Texas, Georgia, Louisiana,
Colorado, Wyoming, Tennessee, Alabama and Florida.

Founded in March of 2000, GoldenTree Asset Management specializes
in debt opportunity investing across various parts of capital
structures. GoldenTree currently has approximately $5.7 billion
under management, distributed between hedge funds, structured
products, and long-only funds.


J.P. MORGAN: S&P Takes Rating Actions on Series 2001-A Notes
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
G notes from J.P. Morgan Chase Commercial Mortgage Securities
Corp.'s series 2001-A and removed it from CreditWatch.
Concurrently, the rating on class F is affirmed and removed from
CreditWatch. Additionally, the ratings on two classes are raised
and the ratings on three others are affirmed.

The lowered rating reflects credit support deterioration due to
anticipated losses associated with specially serviced assets. The
raised ratings are warranted due to the increased subordination at
the top of the capital structure. The affirmed ratings reflect
appropriate levels of credit enhancement to offset deterioration
in the collateral performance.

As of Nov. 17, 2003, the trust collateral consisted of 22
commercial mortgages with an outstanding principal balance of
$99.1 million, down from 25 loans totaling $113.8 million at
issuance. The master servicer, GMAC Commercial Mortgage Corp.,
reported year-end 2002 net cash flow debt service coverage for
91.2% of the pool. Based on this information, Standard & Poor's
calculated a pool weighted average DSC of 1.27x, down from 1.48x
at the time of issue. The trust has experienced only one loss to
date, which accounted for less than 0.1% of the initial pool
balance.

The top 10 loans comprise 77.3% of the pool and have a weighted
average DSC of 1.23x, compared to 1.48x at issuance. This excludes
the tenth-largest loan for which year-end 2002 financials are
unavailable. Three of the top 10 loans are on GMACCM's watchlist
and have an aggregate balance of $17.1 million (17.3%). Another
two loans are with the special servicer (also GMACCM) and have an
aggregate balance of $7.6 million (7.7%). The largest loan has an
outstanding principal balance of $24.0 million (24.1%), and the
underlying collateral was categorized as "fair" in a property
inspection conducted in September 2003. Excluding the specially
serviced assets, the remaining top 10 loans were characterized
as "good" following the most recent property inspections.

There are only two assets in special servicing. The ninth-largest
loan has a scheduled balance of $3.9million and is secured by a
123-room hotel located in Dallas, Texas. The borrower entered into
an 18-month modified loan agreement with the special servicer, but
subsequently defaulted on the August 2003 payment. The property is
in foreclosure proceedings, which may be prolonged by the
borrower's bankruptcy filing in November 2003. A November 2003
property inspection rates the asset as "fair" and there is an
appraisal reduction amount (ARA) of $1.6 million on this asset. A
142-room Comfort Inn located in Lakewood, Colorado. that has been
re-flagged as a Days Inn secures the 10th largest loan. This asset
is real estate owned and has an outstanding balance of $3.7
million, additional exposure of $0.9 million, and an ARA of $0.7
million. The asset is listed for sale at $3.0 million. Standard &
Poor's anticipates losses on both loans.

GMACCM's watchlist consists of 10 loans with an aggregate
principal balance of $32.0 million (32.3%). There are three top 10
loans that appear on the watchlist because of DSC and occupancy
issues. The Crossing Center portfolio in Norcross, Ga. secures the
third-largest loan. This 160,795-sq.-ft. office facility has a
scheduled balance of $6.8 million (6.9%). This property reported a
1.30x DSC in 2001, which dropped to 1.13x in 2002. Occupancy,
reported to be 80.0% at year-end 2001, decreased to 60.0% at year-
end 2002, and has not improved during 2003. The fifth-largest loan
is secured by Southside Garden, a 115-unit senior housing/assisted
living facility in Baton Rouge, Louisiana. This property has an
outstanding balance of $5.7 million (5.8%) and reported a DSC of
1.10x in both 2001 and 2002. A slight occupancy decline has
resulted in a 1.07x DSC for the first half of 2003. The Holiday
Trail Plaza, a 24,481-sq.-ft. retail facility in Kissimmee,
Florida secures the seventh-largest loan. A tenant, who previously
occupied 43.0% of the space, vacated in March 2003, adversely
effecting occupancy and DSC. Harley-Davidson Inc. ('A'/Stable)
has signed a seven-year lease to occupy this space at the same
rental rate as the vacating tenant. The remaining loans appear on
the watchlist primarily due to DSC, occupancy, and lease expiry
issues.

The trust collateral has geographic concentrations in excess of
10.0% in California (30.5%) and Ohio (24.1%). Property
concentrations are also found in retail (56.0%) and office (12.3%)
assets. Lodging represents 7.7% 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.

         RATING LOWERED AND REMOVED FROM CREDITWATCH

     J.P. Morgan Chase Commercial Mortgage Securities Corp.
     Commercial mortgage pass through certs series 2001-A

                   Rating
     Class    To           From          Credit Enhancement (%)
     G        B-           B/Watch Neg                    14.5

                       RATINGS RAISED

     J.P. Morgan Chase Commercial Mortgage Securities Corp.
     Commercial mortgage pass through certs series 2001-A

                  Rating
     Class    To           From          Credit Enhancement (%)
     B        AA+          AA                             49.6
     C        A+           A                              41.9

            RATING AFFIRMED AND REMOVED FROM CREDITWATCH

       J.P. Morgan Chase Commercial Mortgage Securities Corp.
       Commercial mortgage pass through certs series 2001-A

                  Rating
      Class    To           From          Credit Enhancement (%)
      F        BB           BB/Watch Neg                   22.4

                        RATINGS AFFIRMED

      J.P. Morgan Chase Commercial Mortgage Securities Corp.
      Commercial mortgage pass through certs series 2001-A

        Class      Rating     Credit Enhancement (%)
        A-2        AAA                         56.5
        D          BBB                         31.0
        E          BBB-                        27.5
        X          AAA                         N.A.


KMART CORP: Court Reclassifies 1,500 Claims Totaling $432 Mill.
---------------------------------------------------------------
The Kmart Corporation Debtors found 1,781 claims that incorrectly
asserted priority status when in fact the claims are non-priority,
general, unsecured claims.  At their behest, the Court
reclassifies 1,513 of the claims as non-priority, general
unsecured claims:

   Type of Claims              Amount      Reclassified Amount
   --------------              ------      -------------------
   Secured                 $1,219,256               $3,133,521
   Administrative          10,931,690               19,442,124
   Priority               311,639,776                        -
   Unsecured              108,408,549              409,623,625

The Debtors withdraw their Objection with respect to 52 Claims.

The hearing with respect to 216 Claims will be continued at a
later date:

   Type of Claims              Amount      Reclassified Amount
   --------------              ------      -------------------
   Secured                $18,500,565              $18,498,851
   Administrative           2,212,295               10,764,400
   Priority               160,428,859                        -
   Unsecured               76,010,710              227,889,178
(Kmart Bankruptcy News, Issue No. 66; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KSAT SATELLITE: Avihu Bergman Appointed as New Director
-------------------------------------------------------
KSAT Satellite Networks Inc. announced that Mr. Avihu Bergman has
been appointed as director of KSAT with effect from Dec. 1, 2003.

Mr. Erez Antebi resigned as director on 26 November 2003.

Mr. Avihu Bergman is the Executive Vice President of Sales in
Gilat Satellite Networks Ltd, a company headquartered in Petah
Tikva, Israel.

KSAT is in the satellite telecommunications business in China. The
common shares of KSAT trade on the Canadian TSX Venture Exchange
under the trading symbol "KSA".

The company's September 30, 2003, balance sheet shows a net
capital deficit topping $20 million.


LEGACY HOTELS: Concludes Refinancing Deal & Debenture Repayment
---------------------------------------------------------------
Legacy Hotels Real Estate Investment Trust (TSX: LGY.UN) closed a
refinancing transaction consisting of mortgage and bank financing
and repayment of debentures. Legacy has entered into seven
mortgage financings with certain major Canadian financial
institutions for aggregate gross proceeds of $335 million.

Legacy granted mortgages on seven of its properties -- The
Fairmont Waterfront, The Fairmont Hotel Macdonald, Delta Toronto
East, Fairmont Chateau Laurier, Fairmont The Queen Elizabeth,
Delta Centre-Ville and Delta Halifax. The proceeds were used to
repay the maturing amounts of Legacy's Series 2A and 3 debentures
and the redemption price of its Series 1C, 1D and 2B debentures
that had been called for redemption. Legacy's 7.75% convertible
debentures due April, 2007 remain outstanding.

The balance of the proceeds will be used to fund the call premium,
the costs associated with the financing and to repay other debt.
The call premium and deferred issue costs relating to the
debentures totaling approximately $10 million will be fully
expensed in the fourth quarter.

As part of the refinancing, Legacy has also entered into a $90
million secured credit facility. This new facility replaces
Legacy's current facility and is secured by several other Legacy
properties.

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

                          *   *   *

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

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


LENNOX INT'L: 2004 Annual Shareholders Meeting Set for April 16
---------------------------------------------------------------
Lennox International Inc. (NYSE: LII) confirmed the date for its
2004 Annual Meeting of Stockholders and the corresponding record
date.

The company announced the meeting will be held Friday, April 16,
2004, at 9:00 a.m. local time, at the University of Texas at
Dallas School of Management, located on its campus at the
southeast corner of Drive A and University Parkway in Richardson,
Texas.  Stockholders of record at the close of business on
February 17, 2004 will be entitled to vote at the 2004 annual
meeting.

A Fortune 500 company operating in over 100 countries, Lennox
International Inc. (S&P, BB- Corporate Credit Rating, Stable) is a
global leader in the heating, ventilation, air conditioning, and
refrigeration markets.  Lennox International stock is traded on
the New York Stock Exchange under the symbol "LII".  Additional
information is available at http://www.lennoxinternational.com/


LENNOX INT'L: Declares Quarterly Cash Dividend Payable on Jan. 2
----------------------------------------------------------------
The board of directors of Lennox International Inc. (NYSE: LII)
declared a quarterly cash dividend of $0.095 per share of common
stock payable on January 2, 2004 to stockholders of record as of
December 23, 2003.

A Fortune 500 company operating in over 100 countries, Lennox
International Inc. (S&P, BB- Corporate Credit Rating, Stable) is a
global leader in the heating, ventilation, air conditioning, and
refrigeration markets.  Lennox International stock is traded on
the New York Stock Exchange under the symbol "LII".  Additional
information is available at http://www.lennoxinternational.com/


METROPOLITAN ASSET: Fitch Takes Rating Actions on 2 Note Issues
---------------------------------------------------------------
Fitch has taken rating actions on the following Metropolitan Asset
Funding issues:

    Series 2000-A

        -- Class A-3, A-4 affirmed at 'AAA';
        -- Class M-1 affirmed at 'AA';
        -- Class M-2 downgraded to 'B-' from 'BB-';
        -- Class B-1 remains at 'D'.

    Series 2000-B

       -- Class A1A, A1F affirmed at 'AAA';
        -- Class M-1 affirmed at 'AA';
        -- Class M-2 affirmed at 'A';
        -- Class B-1, rated 'BBB', placed on Rating
             Watch Negative.

The negative rating actions taken on series 2000-A, class M-2 and
series 2000-B, class B-1 reflect the poor performance of the
underlying collateral in the transaction. The level of losses
incurred has been higher than expected.

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


MIRANT CORP: Equity Committee Taps Hohmann Taube as Co-Counsel
--------------------------------------------------------------
The Official Committee of Equity Security Holders, appointed in
the Mirant Debtors' chapter 11 proceedings, seeks the Court's
authority to retain Hohmann, Taube & Summers LLP as co-counsel of
Brown Rudnick Berlack Israels LLP.

Morris Weiss, Co-Chairperson of the Equity Committee, relates
that the Equity Committee selected Hohmann because its attorneys
have extensive experience in Chapter 11 business reorganizations.
Members of Hohmann also have extensive experience in representing
committees and equity interest holders in Chapter 11 proceedings.

As co-counsel, Hohmann will:

   (a) advise the Equity Committee and its members as to rights
       and responsibilities and as to matters and issues
       arising in this proceeding;

   (b) negotiate with the Debtors and other parties-in-interest
       with respect to Chapter 11 plans for the Debtors;

   (c) prepare on behalf of the Equity Committee all necessary
       applications, motions and other pleadings and papers in
       connection with these cases; and

   (d) perform all other legal services required by the Equity
       Committee in connection with these Chapter 11 cases.

Eric J. Taube, Esq., a partner at Hohmann, Taube & Summers,
assures Judge Lynn that to the best of his knowledge, the members
and associates of Hohmann do not have any connection with the
Debtors, their creditors, shareholders or other parties-in-
interest that are adverse to the matters it is being retained.

According to Mr. Taube, the firm intends to apply to the Court
for allowance of compensation and reimbursement of expenses in
accordance with applicable provisions of the Bankruptcy Code, the
Local Rules and the Court Orders.

Mr. Weiss informs the Court that Hohmann's hourly rates range
from $150 to $375.  The primary attorneys who will be involved in
these cases are Mr. Taube, whose rate is $375 per hour and Mark
C. Taylor, whose rate is $300 per hour.

                          *     *      *

Judge Lynn authorizes the Equity Committee to retain Hohmann
effective September 18, 2003. (Mirant Bankruptcy News, Issue No.
15; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MORGAN STANLEY: S&P Ups Ratings on Classes F & H Notes to BB+/B
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
B, C, D, E, F, and H of Morgan Stanley Capital I Inc.'s commercial
mortgage pass-through certificates from series 1997-WF1.
Concurrently, the rating on class A-2 is affirmed.

The raised and affirmed ratings reflect significantly increased
credit support levels as well as improved debt service coverage
ratios, seasoning, and no losses to date.

As of Nov. 17, 2003, the trust collateral pool consisted of 106
loans with an outstanding principal balance of $372.4 million,
down from 132 loans totaling $559.2 million at issuance. The
largest loan in the pool, $22.5 million (6% of the deal), which
had been formerly secured by three lodging properties, is now
defeased. Standard & Poor's calculated the DSCR, based on net cash
flow (excluding defeasance), for the current pool at 1.59x, with
89% of the pool reporting at year-end 2002, versus a DSCR of 1.43x
at issuance. All but one loan in the pool is current. The current
top 10 loans (excluding defeasance) have an aggregate outstanding
balance of $102 million (33% of the pool). The weighted average
DSCR for the top 10 loans, based on net cash flow, is stable at
1.37x, compared to 1.38x at issuance.

Currently, only one loan is with the special servicer, CRIIMI MAE
Services L.P. The King Star Apartments loan ($7.7 million, 2%) is
secured by a 422-unit apartment complex located in Columbus, Ohio.
This is the second time the loan has been placed with the special
servicer. The loan's most recent transfer to special servicing was
due to the borrower not making his default interest payments since
March 2003. Sufficient funds to make principal and interest
payments were being received in a lock box at a local bank. A
misunderstanding between the local bank, the master servicer, and
the special servicer has caused a freeze on the lockbox funds.
Once this misunderstanding is resolved, the loan is expected to be
brought current and returned to the master servicer. As of
Dec. 31, 2002, the occupancy at the apartment complex was 91% and
the DSCR was 1.07x.

The master servicer, Wells Fargo N.A., reports six loans on its
watchlist, with an aggregate principal balance of $24 million
(6%). Of note is the ninth-largest loan ($8.2 million, 2.2%), 8800
Sunset Boulevard, which is secured by a 70,877-square foot office
building in West Hollywood, California. It appears on the
watchlist due to a decrease in cash flow. This is a borrower-
occupied building that has been subleased to four tenants at low
rent rates. The servicer has stated that the borrower has not
provided updated financials or rent rolls.

The pool has property type concentrations in retail (49%),
multifamily (17%), and industrial (11%), and has geographic
concentration in California (38%).

Based on discussions with the master and special servicers,
Standard & Poor's stressed various loans in the mortgage pool as
part of its analysis. The expected losses and resultant credit
levels adequately support the raised and affirmed ratings.

                        RATINGS RAISED

                   Morgan Stanley Capital I Inc.
        Commercial mortgage pass-through certs series 1997-WF1

                       Rating
                Class   To        From    Credit Enhancement
                B       AAA       AA+                 36.04%
                C       AAA       A+                  27.03%
                D       AA+       BBB+                19.52%
                E       AA-       BBB                 16.52%
                F       BB+       BB-                  7.51%
                H       B         B-                   3.75%

                         RATING AFFIRMED

                   Morgan Stanley Capital I Inc.
        Commercial mortgage pass-through certs series 1997-WF1

                Class   Rating   Credit Enhancement
                A-2     AAA                  44.30%


NEXMED INC: Completes $6 Million Refinancing Transactions
---------------------------------------------------------
NexMed, Inc. (Nasdaq: NEXM) has raised $6 million from the
issuance of new convertible notes due May 2007, which are secured
by the existing mortgage on NexMed's manufacturing facility in
East Windsor, New Jersey.

The Notes are convertible at a conversion price based on an
average of the market price of NexMed's common stock for the six
months following closing, subject to a minimum conversion price of
$5.00 and a maximum of $6.50, and do not provide for any
conversion price adjustments (except for standard provisions for
stock splits and similar events).  The Notes have a coupon rate
of 5% per annum which is payable in cash or, with certain
exceptions, in shares of NexMed common stock at a price of 105% of
a five-day average of the market price of its common stock prior
to the time of payment.  Under certain conditions, NexMed has the
option to compel the holders of the Notes to convert into NexMed
common stock.  NexMed has agreed to file a registration statement
with the Securities and Exchange Commission covering the resale of
the shares of common stock that are issuable upon conversion of
the Notes. The Tail Wind Fund Ltd was one of two purchasers and
purchased $5.5 million of the issue.

In addition, The Tail Wind Fund has converted into NexMed common
stock the $2 million outstanding balance of the convertible note
issued to it in June 2002 at a conversion price of approximately
$2.78 per share.

Dr. Y. Joseph Mo, President and C.E.O., commented, "This new cash
infusion on favorable terms essentially doubles our cash reserves
and strengthens our negotiating position as we move further along
in the partnering discussions."

NexMed, Inc. is an emerging pharmaceutical and medical technology
company, with a product development pipeline of innovative
treatments based on the NexACT(R) transdermal delivery technology.
Its lead NexACT(R) product under development is the Alprox-TD(R)
cream treatment for erectile dysfunction.  The Company is also
working with various pharmaceutical companies to explore the
incorporation of NexACT(R) into their existing drugs as a means of
developing new patient-friendly transdermal products and extending
patent lifespans and brand equity.

                          *    *    *

                 Liquidity and Capital Resources

As reported in Troubled Company Reporter's November 18, 2003
edition, Nexmed, Inc., has an accumulated deficit of $78,594,390
at September 30, 2003 and while Alprox-TD(R) clinical development
expenses for the year 2003 have been significantly less than in
2002 due to the completion of the two Phase 3 pivotal studies for
Alprox-TD(R) in 2002, the Company still expects to incur
additional losses in 2003. However, the Company expects operating
losses in 2003 to be lower than those incurred in 2002. If the
Company is successful in entering into partnering agreements for
some of its products under development using the NexACT(R)
technology, it anticipates that it will receive milestone
payments, which may offset some of its research and development
expenses. The Company's current cash reserves raise substantial
doubt about the Company's ability to continue as a going concern.

Management anticipates that it will require additional financing,
which it is actively pursuing, to fund operations, including
continued research, development and clinical trials of the
Company's product candidates. Although management continues to
pursue these plans, there is no assurance that the Company will be
successful in obtaining financing on terms acceptable to it. If
additional financing cannot be obtained on reasonable terms,
future operations will need to be scaled back or discontinued.


NORSKECANADA: Powell River Council Cuts Property Tax by $200K
-------------------------------------------------------------
Papermaker NorskeCanada received some good news on the tax front
in a decision by Powell River to restructure its property tax rate
for heavy industry.

Last week, Powell River municipal council reduced NorskeCanada
property taxes by $200,000 annually for the next five years, with
a total reduction of $1 million per-year-by-year five. Council
also established a five-year economic revitalization rate of zero
on capital upgrades as a way to encourage significant investments
by heavy industry.

"I commend Council for taking action that reflects the reduced
asset value of our Mill and that begins to address the
inappropriate tax burden we carry," said Russell J. Horner,
president and CEO. "We're hopeful that other municipalities will
follow suit. But, it's important to recognize this is only the
first step in addressing the unfair tax subsidization that
exploits long-time industrial citizens and discourages new
industry from locating in B.C. particularly in our small
communities."

The negative effect of very high rates and ratios on the business
climate in smaller B.C. municipalities was brought to light in an
independent study published, in October, by Robert Bish, professor
emeritus at the University of Victoria. Faced with the highest
ratios in the province, NorskeCanada funded the study as it
launched an appeal to municipalities for more equitable tax
treatment. The company also took up the variable tax issue with
Victoria, pressing the provincial government to address an
underlying structural flaw in the system by implementing a "cap of
reasonableness" on industrial rates set by municipalities.

The Bish report noted that since unconstrained variable rate
setting was introduced in 1984, ratios for major industry in the
top quartile of B.C. municipalities have risen higher than in
virtually all other parts of North America. For example,
NorskeCanada faces a tax ratio of 19.55 times the residential
assessment in North Cowichan, compared with a median in British
Columbia of 4.86 and 1.14 in Alberta.

NorskeCanada is North America's third largest producer of
groundwood printing papers. The company also produces market kraft
pulp. With five Mills employing 4,000 people within 100 miles of
each other on the south coast of British Columbia, NorskeCanada
has a combined annual capacity of 2.3 million tonnes of product.
NorskeCanada's common shares trade on the Toronto Stock Exchange
under the ticker symbol NS. The company is headquartered in
Vancouver, BC.

                         *   *   *

In October 2003, Moody's revised its outlook on NorkeCanada's debt
ratings to negative from stable and confirmed its existing ratings
of Ba2 on the Company's senior unsecured debt and Ba1 on its bank
credit facilities. Standard and Poor's also revised its outlook in
October from stable to negative and affirmed its existing ratings
of BB on the Company's long-term corporate and senior unsecured
debt.

At September 30, 2003, the Company's balance sheet shows that its
total current liabilities outweighed its total current assets by
about $1.2 billion.


NUTRAQUEST: Montgomery McCracken Retained as Committee's Counsel
----------------------------------------------------------------
The Official Unsecured Creditors Committee of Nutraquest, Inc.,
asks the U.S. Bankruptcy Court for the District of New Jersey to
approve its application to retain Montgomery, McCracken, Walker &
Rhoads, LLP as Counsel, nunc pro tunc to November 5, 2003.

The Creditors' Committee selected Montgomery McCracken because of
the Firm's expertise in creditors' rights, bankruptcy matters and
business reorganizations, and in particular, its experience in
asset tracing and recovery and its experience in mass tort
bankruptcy cases.

The Committee expects Montgomery McCracken to:

     a) represent and advise the Creditors' Committee in its
        communications with the Debtor, the United States
        Trustee, individual creditors, and any other parties in
        interest, with respect to the administration of the
        Chapter 11 case;

     b) conduct such review as may appear appropriate concerning
        the acts, conduct, assets, liabilities, and financial
        condition of the Debtor, the operation of the Debtor's
        businesses, any causes of action belonging to the
        Debtor's estate or creditors, and any other matter of
        significance to the Creditors' Committee which may be
        relevant to the Chapter I1 case;

     c) conduct such negotiation and commence such litigation as
        may appear appropriate to maximize the estate for the
        benefit of the Debtor's creditors;

     d) represent and advise the Creditors' Committee in
        connection with the formulation, negotiation and
        confirmation of a Chapter 11 plan for the Debtor;

     e) advise, assist and represent the Creditors' Committee in
        the performance of its duties and the exercise of its
        powers under the Bankruptcy Code and the Bankruptcy
        Rules;

     f) prepare applications, motions and other papers for
        filing in the Chapter 11 case mud in any related
        proceedings, and represent the Creditors' Committee in
        proceedings herein or therein;

     g) advise the Creditors' Committee with respect to
        retaining a financial advisor and other professionals,
        as needed, and assist such advisor(s) and other
        professional(s) as necessary; and

     h) perform such other legal services as may be required by
        the Creditors' Committee in the Chapter I1 case and in
        any related proceedings.

John H. Lewis, Esq., will lead the team in this engagement. His
standard hourly rate is currently $470 per hour.  Other
professionals will also render necessary services and will bill
the Debtor at its current hourly rates of:

               Partners       $274 to $475 per hour
               Counsel        $230 to $450 per hour
               Associates     $175 to $290 per hour
               Paralegals     $70 to $170 per hour

Headquartered in Manasquan, New Jersey, Nutraquest, Inc. markets
the ephedra-based weight loss supplement, Xenadrine RFA-1. The
Company filed for chapter 11 protection on October 16, 2003
(Bankr. N.J. Case No. 03-44147).  Andrea Dobin, Esq., and Simon
Kimmelman, Esq., at Sterns & Weinroth, P.C. represent the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated assets of over
$10 million and estimated debts of over $50 million.


ONIX MICROSYSTEMS: Court Sets Dec. 31 as Claim-Filing Deadline
--------------------------------------------------------------
Onix Microsystems, Inc., having obtained requisite board and
shareholder approval, filed a Certificate of Dissolution with the
Delaware Secretary of State on October 2003 and voluntarily
dissolved.

Pursuant to Sec. 280 of the Delaware Corporation Law, creditors of
Onix Microsystems must file their written claims with the Company
on or before December 31, 2003. Claims must be sent to:

        Onix Microsystems, Inc.
        47071 Bayside Parkway
        Fremont, CA 94538
   Attn: Gary Koss

Prior to the Dissolution, Onix Microsystems designed, developed
and supplied MEMS-based all-optical switching engines for
telecommunications equipment suppliers.


PG&E NATIONAL: Mitsubishi Seeks Appointment of Examiner
-------------------------------------------------------
Pursuant to Section 1104(c)(2) of the Bankruptcy Code, Mitsubishi
Heavy Industries asks the Court to appoint an examiner with the
authority to examine the PG&E National Energy Group Debtors'
activities with respect to:

   (a) their control of numerous non-debtor subsidiaries and
       affiliates; and

   (b) their direction of the liquidation of assets and claims
       settlement of the subsidiaries and affiliates.

These activities, which will otherwise be completely unsupervised
by the Court and without notice to the unsecured creditors, will
have a direct and profound impact on the ultimate distributions
to the creditors in the NEG Debtors' Chapter 11 cases.

Section 1104(c)(2) of the Bankruptcy Code -- formerly Section
1104(b)(2) -- provides in pertinent part that:

     ". . . at any time before the confirmation of a plan,
     on request of a party-in-interest or the United States
     trustee . . . the court shall order the appointment of
     an examiner to conduct such an investigation of the
     debtor as is appropriate, including an investigation of
     any allegations of fraud, dishonesty, incompetence,
     misconduct, mismanagement, or irregularity in the
     management of the affairs of the debtor of or by
     current or former management of the debtor, if --

                          *     *     *

     (2) the debtor's fixed, liquidated, unsecured debts,
     other that debts for goods, services, or taxes, or
     owing to an insider, exceeds $5,000,000."

Greg R. Yates, Esq., at Steptoe & Johnson LLP, tells the Court
that in Morgenstern v. Revco D.S., Inc. (In re Revco D.S., Inc.),
898 F.2d 498, 500-01 (6th Cir. 1990), the appointment under
Section 1104(c)(2) is mandatory upon establishing that a debtor
has $500,000,000 in qualifying debt.  There can be no dispute
about that in the NEG Debtors' cases.  Mr. Yates says that a very
large part of the NEG Debtors' assets are in their equity
interests in a number of "special purpose" project subsidiaries
that, in turn, own power generation plants.  There is typically
one entity per power plant or project, completely controlled by
NEG.  NEG's own personnel often staff these affiliates.

Mr. Yates also notes that NEG guarantees its subsidiaries' senior
bank creditors.  These subsidiaries -- whom NEG controls -- have
reached agreements to permit the foreclosure on most of the
projects.  In the agreements, NEG, through its controlled
subsidiaries, agreed to the deficiency amounts for each of the
bank creditors without any Court supervision as to the fairness
of the agreed amounts.  In turn, the deficiencies form the basis
for hundreds of millions of dollars in bank creditor "unsecured
claims" in the NEG Debtors' Chapter 11 proceedings.  Mr. Yates
point out that the bank creditors comprise the majority of the
Official Committee of Unsecured Creditors, controlling its
actions.

According to Mr. Yates, if the assets are surrendered to a
secured creditor and an artificially low value is attributed to
the secured assets, then the creditor will have a larger
deficiency claim that to which it is entitled.  In the
alternative, there is the opportunity for the non-debtor
subsidiary or affiliate and a secured creditor to enter into
deals in which the value of the collateral is more than the
amount of the lien securing the debt, but the subsidiary or
affiliate -- and in turn, NEG's estate -- receives no
consideration for the excess value.  Thus, NEG's creditors may be
harmed when the value ascribed to the secured assets of NEG's
non-debtor affiliates is either to high or too low.

If the secured assets were the NEG Debtors' direct assets, rather
than being held at the controlled subsidiary and affiliate level,
Mr. Yates maintains that any major disposition of those assets or
claim settlements regarding those assets would be subject to
notice and a hearing.  However, without an examiner empowered to
investigate the transactions, the NEG Debtors will escape all
effective oversight in these Chapter 11 cases.  A structure with
massive asset disposition at "project company" subsidiary levels
does not provide the unsecured creditors the protection
envisioned by the Bankruptcy Code.

Mr. Yates relates that many of NEG's non-debtor subsidiaries and
affiliates are planning to consummate deals in the near future
which could have a profound impact on the amount of funds
available for distribution to the creditors and effect the
magnitude of allowed claims.  Moreover, the transactions would be
consummated without any notice to NEG's creditors or any manner
of oversight or approval by the Court.

"In many large cases, the liquidation of non-debtor subsidiaries
and affiliates and claims settlement against them would not give
rise to any concern.  Here, there is great potential for
mischief, either intentional or unintentional," Mr. Yates warns.
"This is particularly true in light of the compressed claims
resolutions process and expedited final distributions envisioned
in the plan of reorganization [NEG filed]."

                  Noteholders Committee Objects

The Official Noteholders' Committee shares Mitsubishi's view that
the allowability and amount of disputed and contingent unsecured
claims asserted against the NEG Debtors by their non-debtor
subsidiaries should be subject to scrutiny.  The project lenders
that financed the La Paloma, Lake Road and GenHoldings power
plant projects -- all of which are owned by NEG's non-debtor
subsidiaries -- assert over $1,000,000,000 in unsecured
contingent guarantee claims and claims based on so-called equity-
funding commitments against the NEG Debtors.  The collateral
supporting the underlying project loans is currently slated for
abandonment, foreclosure or transfer to the bank groups.  In all
events, the bank groups are only entitled to a single
satisfaction of the underlying project loans and the value of the
collateral repossessed by the bank groups must be taken into
account in this calculation.

The Noteholders Committee tells the Court that it is not unusual
for a Chapter 11 case to entail disputes regarding the
allowability of claims.  Routinely, official Chapter 11
committees deal with those issues.  Creditors committees are
specially empowered to investigate "the acts, conduct, assets,
liabilities, and financial condition of the debtor, among other
things" in accordance to Section 1103 of the Bankruptcy Code.  If
every case in which claims were disputed required the appointment
of an examiner, the Bankruptcy Code's provisions governing the
appointment of examiners would become a full employment
provision.

In light of the active participation of the Noteholders Committee
and its retained professionals in these cases, and their
familiarity with the issues relating to the disputed, contingent
and unliquidated claims asserted by the bank groups and other
creditors -- and the complete alignment of noteholder interests
with those of NEG's general unsecured creditors that do not hold
collateral subject to disposition by the non-debtor subsidiaries
-- the Noteholders Committee believes that there is no need of an
examiner, and most especially no need to yet another set of
retained professionals charged with examining the claims.  Joel
I. Sher, Esq., at Shapiro Sher Guinot & Sandler, in Baltimore,
Maryland, says that there is simply nothing that an examiner
could do with respect to "investigating" the claims that the
Noteholders Committee is not already positioned to do more
quickly and effectively.

The Noteholders Committee is concerned about the exorbitant
professional fees run up by examiners in other large Chapter 11
cases.  Mr. Sher points out that in Enron Corporation, now
pending before the Southern District of New York, the examiner,
Alston & Bird LLP, through August 31, 2003, incurred over
$75,000,000 in fees and expenses.  The Noteholders Committee is
also wary that an examiner's investigation, which would involve a
new independent person inquiring from scratch about a series of
complex claims and transactions and valuing complex and currently
unmarketable assets, would materially delay the confirmation
process of NEG's reorganization plan.

Mr. Sher asserts that Mitsubishi fails to acknowledge that
Section 1104(c)(2) only requires the appointment of an examiner
when the Court determines that an examiner investigation is
appropriate.  The Court retains the discretion to deny
appointment of an examiner when to do so would result in
unnecessary waste of assets and undue delay in administering the
Debtors' Chapter 11 cases.

Mr. Sher adds that Mitsubishi's claims include obligations as to
which the NEG Debtors are contingently liable.  Those claims are
the subject of litigation and may also require scrutiny. (PG&E
National Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PHARMANETICS: Seeks Strategic Alternatives, Including Asset Sale
----------------------------------------------------------------
PharmaNetics, Inc. (NASDAQ-SmallCap: PHAR) announced that, due to
continued legal action against Aventis, it is seeking strategic
alternatives, including the sale of the manufacturing operations.
The Company also announced that, if a buyer for the operations is
not identified, it plans to terminate its distribution agreement
with Bayer Diagnostics.

The Company has had discussions with potential purchasers and is
optimistic about the consummation of an agreement. As was required
in the distribution agreement with Bayer Diagnostics, PharmaNetics
has notified Bayer in writing of its intent to terminate its
agreement. In addition, the Company provided notice to PDI, the
contractor for its field sales and technical support teams, that
their service would be terminated in 90 days. PharmaNetics
believes these steps are necessary in order to conserve cash to
finance its recently filed lawsuit against Aventis
Pharmaceuticals, Inc., the wholly owned subsidiary of French
pharmaceutical company, Aventis.

John P. Funkhouser, president and chief executive officer of
PharmaNetics, said, "We believe these actions are a result of
Aventis' failure to honor its contractual obligations. Most
companies are forced to take such action because they failed to
develop their technology or execute their plan. However, it is
just the opposite in PharmaNetics' case. Our suit alleges that
PharmaNetics' technology reveals variability in patient response
to Lovenox(R), which challenges the core of the drug's marketing
message used by Aventis. Instead of embracing the technology and
recognizing the issues as contemplated in the agreement, we
believe Aventis has breached its contractual obligations."

Mr. Funkhouser continued, "We are doing everything possible to
insure that the operations will continue and the technology
platform and personnel will be acquired. Aventis has caused us
irreparable harm by not fulfilling its contractual obligations and
by continuing to advertise that Lovenox is therapeutic from dose
one and does not require coagulation monitoring. Our lawsuit
alleges that Aventis is competing against the test it co-developed
and is marketing Lovenox in a false and misleading way. We believe
that the best approach to insure that our shareholders' receive
the maximum return on their investment is through this lawsuit
against Aventis. Thus, we are taking these actions to protect our
cash position."

PharmaNetics, Inc., a leading biotech company, conceived the term
"theranostics," defining an emerging field of medicine that
enables physicians to monitor the effect of antithrombotic agents
in patients being treated for angina, myocardial infarction (heart
attack), stroke, and pulmonary and arterial emboli. The Company
develops, manufactures and markets rapid turnaround diagnostics to
assess blood clot formation and dissolution. PharmaNetics develops
tests based on its proprietary, dry chemistry Thrombolytic
Assessment System. Its principal target market is the management
of powerful new drug compounds, some of which may have narrow
therapeutic ranges, as well as monitoring routine anticoagulants.

                           *    *    *

                 LIQUIDITY AND CAPITAL RESOURCES

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

"At September 30, 2003, we had cash, cash equivalents and
investments of $10.3 million and working capital of $11.4 million,
as compared to $9.3 million and $9.4 million, respectively, at
December 31, 2002. During the nine months ended September 30,
2003, we used cash in operating activities of $7 million. The use
of cash was due to funding our net operating loss of $6.5 million
as well as funding working capital. Inventories increased in the
nine months ended September 30, 2003 as we have prepared for
anticipated higher sales of specialty products as well as
increased sales of routine cards, controls and analyzers. The
deferred revenue balance has decreased due to the normal
amortization of payments from Aventis into development income and
recognition of revenues for ECT cards shipped on behalf of The
Medicines Company for which we had received advanced payments for
in the second half of 2002. Accounts payable have also decreased
to lower levels during the nine months of 2003 because high
payables at December 31, 2002 related to fixed asset purchases,
trial expenses related to enoxaparin and the timing of
professional service expenses which were paid early in 2003.

"During the first nine months of 2003, we incurred additional
costs for equipment to support manufacturing and operations. We
also made information technology purchases to support general
company operations as well as the sales and marketing efforts
related to enoxaparin. We do not anticipate significant capital
expenditures for the remainder of 2003.

"Cash provided by financing activities of $8.4 million in the nine
months ended September 30, 2003 was attributable to the completion
of a private placement of 95,800 shares of Series B convertible
redeemable preferred stock. See a discussion of the terms of the
Series B preferred stock in "Note 7 Preferred Stock" of the Notes
to the Consolidated Unaudited Financial Statements. This cash
inflow was offset by payments of approximately $307,000 on debt
with GE Capital and by payments of approximately $15,000 on
capital leases. We obtained a three-year $1.5 million equipment
loan from GE Capital in December 2002. The loan has an interest
rate of 9.5% and is collateralized by existing fixed assets. The
loan includes customary covenants related to, among other things,
maintenance of the collateral, but does not contain financial
covenants. As of September 30, 2003, the outstanding balance under
the loan was approximately $1,202,000.

"We have sustained continuing operating losses in 2003 and had an
accumulated deficit of $71.8 million as of September 30, 2003. We
expect to incur operating losses until product revenues reach a
sufficient level to support ongoing operations and expect these
operating losses to occur during the remainder of 2003 and into
2004. Our cash flow from operations will be substantially affected
by the sales of the Enox test card launched in the first quarter
of 2003. In November, we filed a lawsuit against Aventis alleging
that Aventis has engaged in false and misleading advertising of
its drug Lovenox(R), which has damaged our sales of the Enox test
card. Our dispute with Aventis might reduce or delay our revenue
opportunities and increase our expenses, thereby accelerating our
liquidity needs in 2003 and 2004. Because of the potential
strategic and economic significance of the development agreement
for the Enox test, we are continuing to review all strategic
alternatives, including a possible sale of our manufacturing and
routine test business in order to reduce overhead, preserve cash
and keep our technology and manufacturing capability intact. We
plan to aggressively pursue our claims against Aventis. While we
cannot currently estimate the legal costs related to this matter,
it could be material to our cash flows.

"Our expected liquidity needs through the end of 2004 also include
approximately $700,000 to repay capital leases and our debt with
GE Capital. We do not expect our capital expenditures in 2004 to
be significant. Our working capital requirements will depend on
many factors, primarily the volume of subsequent orders of TAS
products from Bayer and from sales of the Enox test card. We
expect levels of receivables, inventories and payables for the
next 12 months to be approximately the same as those at September
30, 2003 if product sales do not significantly increase. If
product sales do significantly increase and levels of receivables,
inventories and payables rise, we would consider seeking a working
capital line of credit to fund expenses associated with these
potential increases, if necessary.

"Our revenue and projected cash flows are heavily dependent on our
relationship with our principal distributor, Bayer, which
accounted for approximately 94% of our revenues in 2002 and 99% of
our revenues in the nine months ended September 30, 2003. In
October 2003, the Company and Bayer agreed to extend the amended
distribution agreement for another year, to December 31, 2004. If
Bayer failed to satisfy its obligations under our distribution
agreement or purchased less product, our revenues and cash flows
would be negatively impacted.

"To meet our liquidity requirements, we will consider sources of
funding such as the sale of the routine manufacturing and
distribution rights, equity financings such as another private
placement of common or preferred stock or additional funds from
current or potential collaborative partners. We cannot be certain
these sources of funding will be available to us. Our sources of
liquidity also could be affected by our dependence and reliance on
Bayer as our exclusive distributor, the outcome of the Aventis
litigation, our achievement of market acceptance in the developing
market for theranostic products, particularly related to the Enox
test card, compliance with regulations, as well as other factors."


PILLOWTEX CORP: Target & Mervyn Take Steps to Recover Damages
-------------------------------------------------------------
Before the Petition Date, Target Corporation and Mervyn's Inc.
made regular purchases of home design goods from the Pillowtex
Debtors, including bedding and bath goods.  Pursuant to their
customary practices and agreements with the Debtors, including a
Partners Online Contracts, the Retailers are authorized to assess
and deduct the amounts for any and all chargebacks and make any
other adjustments for charges incurred by the Debtors from any and
all amounts owed to the Debtors.

The Retailers assessed and deducted chargebacks and other
adjustments.  Target expects to make further assessments for at
least $172,582 while Mervyn's expects $50,000, which will be
deducted from any and all outstanding amounts payable to the
Debtors.  Target currently has outstanding accounts payable to
the Debtors for $1,003,481 while Mervyn's has $776,498.

On August 4, 2003, the Debtors sought the approval of the sale of
substantially all of their assets.  The Debtors' request provides
that:

   -- the Debtors file their Chapter 11 cases to facilitate the
      winddown of their business operations and an orderly
      liquidation of substantially all of their assets; and

   -- the Debtors' business operations cease and close their
      manufacturing, retail, and other facilities.

As a result, the Debtors discontinued the Home Goods and were
unable to continue to provide any of the Home Goods to the
Retailers for sale in their stores.

Due to the premature and unscheduled discontinuation of the Home
Goods:

   (1) Mervyn's will be damaged from the markdowns for at least
       $822,461;

   (2) Target will lose a significant amount of profits from its
       sales that total at least $680,900; and

   (3) Mervyn's will also lose sales profits of at least
       $721,813.

The Retailers want to lift the automatic stay to the extent that
the stay might otherwise prevent them from recouping damages
resulting from the unscheduled discontinuation of the Home Goods
from the amounts payable to the Debtors.  Mary Caloway, Esq., at
Klett, Rooney, Lieber & Schorling, in Wilmington, Delaware, tells
the Court that cause exist for lifting the stay because the
interests of the Retailers are not adequately protected.  The
Debtors' inability to continue to provide the Home Goods has
harmed and will continue to irreparably harm the Retailers.

Ms. Caloway relates that in the ordinary course of the their
business, the Retailers assess and deduct amounts for any and all
chargebacks and other adjustments from the invoiced amounts
payable to the Debtors, pursuant to an agreement with the
Debtors.  The Retailers are obligated only to pay the Debtors the
amount remaining after assessing and making the decisions.  The
remaining amount is the only amount that can be considered
property of the Debtors' estates.  Therefore, Ms. Caloway
asserts, the automatic stay must not prevent the Retailers from
assessing and deducting any chargebacks or discounts, or making
any other adjustments, from the invoiced amounts payable to the
Debtors.

Alternatively, even if the deductions are not ordinary course
adjustments to the Debtors' accounts under their agreement terms,
the Retailers may recoup these chargebacks, discounts, and other
adjustments from any invoiced amounts payable to the Debtors.
Ms. Caloway states that recoupment is an equitable remedy that
permits the offset of mutual obligations when the respective
obligations arise under the same transaction.  Recoupment even
permits the offset of prepetition obligations against
postpetition obligations, so long as both arise from the same
transaction.

According to Ms. Caloway, the Retailers' obligations and the
Debtors' arise out of the same agreements -- the Partners Online
Contracts.  The obligations also arise out of the same
transactions -- the provision and purchase of the Home Goods.  It
is also inequitable to allow the Debtors to receive any payments
from the Retailers for the Home Goods without also requiring the
Debtors to honor their agreement to allow the Retailers to assess
and deduct any chargebacks and other adjustments for the amounts
payable to the Debtors as they would have absent the bankruptcy.
Ms. Caloway adds that recoupment also allows the Retailers to
offset their damages resulting from the unscheduled
discontinuation of the Home Goods against any amounts payable to
the Debtors.

Ms. Caloway says that the Home Goods unscheduled discontinuation
creates considerable hardships to the Retailers:

   (1) Due to the unscheduled discontinuation, Mervyn's will be
       forced to significantly mark down prices to provide an
       incentive to their guest to purchase the Home Goods
       particularly where current inventory is incomplete;

   (2) the Retailers are forced to seek alternative vendors to
       replace the Home Goods and incur other expenses closing
       out the Home Goods.  The Retailers have been forced to
       negotiate with new vendors from a weakened bargaining
       position;

   (3) the Retailers also will suffer from a disruption of
       inventory flow as they sell the Home Goods at clearance
       sale prices to make room for new home design merchandise;
       and

   (4) the Retailers will be forced to incur losses and
       additional costs and expenses resulting from their guests'
       return of purchased Home Goods.

Ms. Caloway contends that the unscheduled discontinuation of the
Home Goods has, and will continue to have, a number of other
significant negative effects on the Retailers.  The
unavailability of the Home Goods creates an impression with
guests that the Retailers are unable to meet all of their guests'
shopping needs.  This impression negatively impacts the name and
image of the Retailers and their reputation with their guests.
The unavailability of the Home Goods may also cause the
Retailers' customers to shop elsewhere.  As with any retail
department store, the loss of any guest or the reduction in
overall guest traffic significantly and detrimentally impacts the
Retailers' business operations in immeasurable ways.

Accordingly, Target and Mervyn's ask the Court to lift the
automatic stay to offset and otherwise recoup their damages
resulting from the unscheduled discontinuation of the Home Goods
from the amounts payable to the Debtors.

                       Debtors Respond

Christopher M. Winter, Esq., at Morris, Nichols, Arsht & Tunnell,
in Wilmington, Delaware, contends that the Retailers failed to
establish cause to lift the stay because they have not shown any
legal basis for a claim against the Debtors.  Target and Mervyn's
failed even to allege, let along prove, that the Debtors had any
obligation in contract or otherwise to continue supplying them
with products.  In the absence of an obligation, the shutdown and
liquidation of the Debtors' business may have been inconvenient
for them, but it did not give rise to a damages claim.  Mr.
Winter asserts that there is certainly no sense in which their
unsupported assertions could be regarded as "undisputed" claims
that properly would be subject to set-off or recoupment or that
properly should be subject to a motion to lift the stay.

To the extent that the Retailers wish to assert any claims
against the Debtors, they can file proofs of claim in the
bankruptcy proceeding or assert set-off as a defense to any
turnover action brought by the Debtors.  Mr. Winter states that
the Retailers suffer no prejudice in proceeding in this manner
since they are excused in the interim from making payment on
their obligations to the Debtors to the extent of the disputed
set-off.

Mr. Winter contends that it is evident on its face that the
Retailers' request is without merit.  Furthermore, the request
has been widely reported in the industry.  Other customers of the
Debtors have already indicated an inclination to defer payment of
amounts owing to the Debtors for past inventory shipment until
the Court decides on the Retailers' request.  Everyday that the
Retailers' assertions go unchallenged, the Debtors' collection of
outstanding accounts receivable are delayed, damaging the Debtors
and their creditors.  The Debtors have over $50,000,000 in
outstanding receivables that may be adversely affected by any
delay.

Thus, the Debtors ask the Court to deny the Retailers' request.
In the event that the Court decides not to deny the Retailers'
request at this time, the Debtors ask the Court to confirm that
the automatic stay continues in effect pending a final hearing on
the request. (Pillowtex Bankruptcy News, Issue No. 56; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PLAINS ALL AMERICAN: Takes 100% Stake in Atchafalaya Pipeline
-------------------------------------------------------------
Plains All American Pipeline, L.P. (NYSE: PAA) has acquired all of
the remaining interests in Atchafalaya Pipeline LLC, increasing
its ownership from 33-1/3 percent to 100 percent.

The additional interests were purchased from Shell Pipeline
Company L.P. and Gulf Coast Field Services, L.L.C. in two separate
transactions for a combined purchase price of approximately
$4.4 million.  The transactions were funded through a combination
of cash on hand and borrowings under the Partnership's revolving
credit facilities.

The principal asset of Atchafalaya LLC is the Atchafalaya Pipeline
System, which originates near Garden City, Louisiana, and
traverses east until it reaches its terminus near Gibson,
Louisiana.  The system is an 8-inch diameter crude oil and
condensate pipeline with a length of approximately 35 miles, 28
miles of which are in active service.  The system receives crude
oil and condensate from ANR Pipeline, CMS Trunkline and a barge
dock in the Patterson, Louisiana, area and delivers into tankage
controlled by PAA at Gibson.  In 2002, the system transported
approximately 18,100 barrels of crude oil and condensate per day.
The Partnership acquired its original 33-1/3 percent interest in
the system earlier in the year as part of its acquisition of a
package of assets from an affiliate of El Paso Corporation.

Plains All American Pipeline, L.P. (S&P, BB+ Senior Unsecured
Rating, Positive) is engaged in interstate and intrastate crude
oil transportation, terminalling and storage, as well as crude oil
and LPG gathering and marketing activities, primarily in Texas,
California, Oklahoma and Louisiana and the Canadian Provinces of
Alberta and Saskatchewan. The Partnership's common units are
traded on the New York Stock Exchange under the symbol "PAA".  The
Partnership is headquartered in Houston, Texas.


RANGE RESOURCES: Will Acquire West Texas Properties for $85 Mil.
----------------------------------------------------------------
Range Resources Corporation (NYSE:RRC) agreed to acquire certain
West Texas oil and gas properties for approximately $85 million
after customary closing adjustments.

The properties to be acquired are adjacent to the Company's Conger
Field properties in Sterling County in West Texas. Year-end proved
reserves attributed to the properties approximate 80 Bcfe, of
which 88% is natural gas and natural gas liquids by volume and 80%
is classified as proved developed. Current net production from the
properties exceeds 14 Mmcfe per day. Range will operate more than
95% of the production. The properties have a shallow decline and
long life with a reserve-to-production ratio of over 15 years.

The properties include more than 500 wells which produce primarily
from the Cisco and Canyon formations at an average depth of 7,500
feet. An associated 400-mile gathering system that collects and
transports the properties' production is also being acquired. Over
40 proven drilling locations will be acquired along with all deep
drilling rights on 38,000 gross (32,000 net) acres of leases. A
development program will be initiated in 2004 to increase
production over the course of the next three years. Given a modest
allocation of the purchase price to the gathering system, the
proved reserves are being acquired for approximately $1.00 per
mcfe.

The purchase, which is expected to close by year-end, will be
financed with bank borrowings. Pro forma for the acquisition, the
Company's debt-to-capitalization ratio will approximate 54% at
year-end. Given projected debt reductions from free cash flow and
the anticipated sale of certain non-strategic assets, the debt
ratio is expected to fall below 50% within six to nine months.

Commenting, John H. Pinkerton, Range President stated, "We are
extremely pleased with this pending acquisition. It is large
enough to immediately make a meaningful contribution to earnings
and cash flow while fitting perfectly into our existing asset
base. In addition, the purchase can readily be financed under our
existing bank facility. The purchase will make Range the largest
operator by far in the Conger Field and should permit us to
achieve substantial economies of scale on the existing properties
as well as on any future purchases in the vicinity. Given our
technical and operating staff in the area, we can manage the
properties without any material increase in overhead. We expect to
methodically exploit the properties, increasing production and
proved reserves over time. Given the recent success of our
drilling program and the benefits of this acquisition, we now
anticipate production will increase by 10% to 15% next year. At
current commodity prices, that should position us to report
outstanding financial performance throughout 2004."

Range Resources Corporation (S&P, BB- Corporate Credit Rating,
Stable Outlook) is an independent oil and gas company operating in
the Permian, Midcontinent, Gulf Coast and Appalachian regions of
the United States.


ROHN INDUSTRIES: Sale of Assets to Radian Communication Okayed
--------------------------------------------------------------
Radian Communication Services Corporation, a subsidiary of Onex
Corporation, received approval from the United States Bankruptcy
Court for the Southern District of Indiana (Indianapolis Division)
to acquire all of the assets related to the tower and tower
accessory manufacturing operations of ROHN Industries, Inc. and
its affiliated debtors for US$7.9 million.

This transaction is expected to close on or about December 19,
2003.

ROHN has been a leading designer and manufacturer of towers,
poles, masts and antenna mounts for the wireless
telecommunications, lighting, wind power and utility
transmission/distribution sectors since 1948. ROHN's product
offerings, which include hollow leg towers, tapered monopoles,
light towers, and tower accessories, complement Radian's extensive
line of broadcast towers, solid round and angle leg towers, flange
monopoles, and tower accessories. In addition, this purchase will
allow Radian to provide its full range of maintenance and
installation services to owners of ROHN's products.

Radian is also pleased to announce that David Brinker, P.E., the
head of ROHN's highly regarded engineering group, has agreed to
join the Radian team following the acquisition. Together, the
combined engineering leadership of Radian and ROHN has designed
over 100,000 towers worldwide. The value provided by the group's
collective experience will be available to all current and future
Radian and ROHN customers.

"This acquisition is an exciting new opportunity for Radian to
expand its tower product offerings," said H. Douglas Tipple,
President and Chief Executive Officer of Radian. "ROHN's products
are well established and include a broad range of quality towers
and tower accessories. Radian will continue to produce, market and
support all of these products, enabling us to offer a full range
of telecommunications infrastructure solutions to North American
and international wireless carriers, broadcasters and
governments."

For over 40 years, Radian Communication Services Corporation has
been a leading provider of communications infrastructure,
including network design, installation and management, and tower
engineering and construction to the telecommunications and
broadcast industries. Radian operates from 20 offices across
Canada and the United States. Radian's engineering and
manufacturing is ISO 9001:2000 registered and AISC Certified for
Complex Structures. Radian is a subsidiary of Onex Corporation
(TSX:OCX).

Onex Corporation is a diversified company with 2002 annual
consolidated revenues of approximately $23 billion and
consolidated assets of approximately $15 billion. Onex is one of
Canada's largest companies with global operations in service,
manufacturing and technology industries. Its subsidiaries include
Celestica Inc., Loews Cineplex Entertainment Corporation,
ClientLogic Corporation, Dura Automotive Systems, Inc., J.L.
French Automotive Castings, Inc., Bostrom Holding, Inc., Radian
Communication Services Corporation, Performance Logistics Group,
Inc. and. InsLogic Corporation. Onex shares trade on the Toronto
Stock Exchange under the stock symbol OCX.


ROOTIN TEUTON HOTEL: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Rootin Teuton Hotel, LLC
        P.O. Box 775263
        Steamboat Springs, Colorado 80477

Bankruptcy Case No.: 03-34432

Type of Business: Hotel

Chapter 11 Petition Date: December 10, 2003

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsels: Duncan E. Barber, Esq.
                   Beiging, Shapiro & Burrus LLP
                   4582 South Ulster Street Parkway
                   Suite 1650
                   Denver, CO 80237
                   Tel: 720-488-5432
                   Fax: 720-488-7711

                         - and -

                   Joanne C. Speirs, Esq.
                   Department of Justice
                   999 18th Street
                   Suite 1551
                   Denver, Colorado 80202
                   Tel: 303-312-7230
                   Fax: 303-312-7239

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $100,001 to $500,000


ROWECOM/DIVINE: Creditors Have Until Month-End to Prove Claims
--------------------------------------------------------------
PricewaterhouseCoopers Inc., the Canadian trustee for the
bankruptcy estates of Rowecom ULC and Divine Solutions ULC,
discloses that a dividend will soon be declared in the matter of
the Debtors' estates.  Canadian creditors must prove their claims
on or before December 31, 2003, pursuant to Sec. 149 of the
Bankruptcy & Insolvency Act, or be forever barred from asserting
their claims.

Claim forms are available at:

           http://www.pwc.com/brs-divinesolutions/

PricewaterhouseCoopers Inc. was appointed Trustee in bankruptcy on
February 26, 2003, by virtue of a Receiving Order issued in the
Canadian Superior Court of Justice In Bankruptcy. The Trustee
continues to liquidate the assets of the company for the general
benefit of creditors.

Rowecom ULC/Divine Solutions ULC carries on business in London,
Ontario, Canada.


SIX FLAGS INC: Wants $130-Million Increase in Credit Facility
-------------------------------------------------------------
Six Flags, Inc. (NYSE: PKS) is seeking a $130 million increase in
its existing $600 million term loan pursuant to the terms of its
senior secured credit facility. All of the net proceeds of the
increased term loan are expected to be used to redeem the $122.5
million principal amount of the Company's 9-3/4% Senior Notes due
2007 not called for redemption on December 5, 2003.

The term loan increase and related redemption are expected to
occur in mid-January 2004.

Six Flags (S&P, B+ Corporate Credit Rating, Negative) is the
world's largest regional theme park company, currently with
thirty-nine parks throughout North America and Europe.


SK GLOBAL AMERICA: Keeps Plan-Filing Exclusivity Until Match 18
---------------------------------------------------------------
SK Global America obtained the Court's approval extending
exclusive period to file a Chapter 11 plan to March 18, 2004,
and its exclusive period to solicit acceptances of that plan to
and including May 18, 2004. (SK Global Bankruptcy News, Issue No.
9; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOUTHWALL TECH.: Needham Letter Agreement Extended Until Friday
---------------------------------------------------------------
Southwall Technologies Inc. (Nasdaq:SWTX), a global developer,
manufacturer and marketer of thin-film coatings for the automotive
glass, electronic display and architectural markets, has entered
into an extension of the letter agreement dated November 11, 2003
with Needham & Company, Inc.

The letter agreement outlines the principal elements of a proposed
bank guarantee and equity financing package with Needham or its
affiliates of up to $5 million. The letter agreement, which was
due to expire on November 30, 2003 if definitive agreements for
the financing were not entered into by that date, and was
previously extended to December 12, 2003, has been further
extended to December 19, 2003, while the parties work to complete
negotiation of the definitive agreements.

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

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

                         *     *     *

           Liquidity and Going Concern Uncertainty

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

Liquidity:

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

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

Borrowing arrangements:

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

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

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

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

Capital expenditures:

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

Financing needs:

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

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


STOLT-NIELSEN: Continuing Long-Term Waiver Talks with Lenders
-------------------------------------------------------------
Stolt-Nielsen S.A. (Nasdaq: SNSA; Oslo Stock Exchange: SNI) said
that while the waivers of covenant defaults granted by its primary
lenders expired Monday, the Company and its lenders remained in
constructive discussions aimed at establishing longer-term
waivers.

"We continue to work closely with our primary lenders toward
longer-term waivers that will give us the necessary time to allow
us to develop a sensible financial restructuring plan," said Niels
G. Stolt-Nielsen, Chief Executive Officer of SNSA. "SNSA is taking
action to improve its liquidity, reduce debt and strengthen its
balance sheet."

Stolt-Nielsen S.A. is one of the world's leading providers of
transportation services for bulk liquid chemicals, edible oils,
acids, and other specialty liquids. The Company, through its
parcel tanker, tank container, terminal, rail and barge services,
provides integrated transportation for its customers. The Company
also owns 63.5 percent of Stolt Offshore S.A. (Nasdaq: SOSA; Oslo
Stock Exchange: STO), which is a leading offshore contractor to
the oil and gas industry. Stolt Offshore specializes in providing
technologically sophisticated offshore and subsea engineering,
flowline and pipeline lay, construction, inspection, and
maintenance services. Stolt Sea Farm, wholly-owned by the Company,
produces and markets high quality Atlantic salmon, salmon trout,
turbot, halibut, sturgeon, caviar, bluefin tuna, and tilapia.


SUN NETWORK GROUP: Limited Cash Raises Going Concern Uncertainty
----------------------------------------------------------------
As reflected in its consolidated financial statements, Sun Network
Group Inc. had an accumulated deficit of $2,599,309 and a working
capital deficit of $1,207,193 at September 30, 2003, and cash used
in operations in for the nine months ended September 30, 2003 of
$140,677. In addition, revenues were nominal. In 2002, the Company
received $500,000 in funding and a commitment for an additional
$250,000.  In November 2003, the Company received $167,400, net of
$82,600 of fees.  In addition, management has implemented revenue
producing programs in its new subsidiary, Radio X Network, which
have started to generate minimal revenues.

Management expects operations to generate negative cash flow at
least through December 2003 and the Company does not have existing
capital resources or credit lines available that are sufficient to
fund operations and capital requirements as presently planned over
the next twelve months. The Company's ability to raise capital to
fund operations is further constrained because they have already
pledged substantially all of their assets and have restrictions on
the issuance of the common stock. The Company expects to generate
substantially all revenues in the future from sales of Radio X
Network  programs.

However, the Company's limited financial resources have prevented
the Company from aggressively advertising its product to achieve
consumer recognition.  The ability of the Company to continue as a
going concern is dependent on the Company's  ability to further
implement its business plan and generate revenues.  Management
believes that the actions presently being taken to further
implement its business plan and generate additional revenues
provide the opportunity for the Company to continue as a going
concern.


SYMBOL TECHNOLOGIES: Names Three New Independent Directors
----------------------------------------------------------
Symbol Technologies, Inc. (NYSE:SBL) has named to its board three
new independent directors.

With these additions, the Symbol board now has nine members. With
the intention of further strengthening its corporate governance,
it has retained Heidrick & Struggles International, Inc. and DHR
International, Inc. to assist in the process of recruiting
additional independent directors.

The new directors are Sal Iannuzzi, Robert Chrenc and Melvin A.
Yellin. Iannuzzi will serve as the board's lead independent
director, a newly created position, and along with the other new
directors will conduct a thorough review of Symbol's corporate
governance practices and determine the appropriate size,
composition and committee structure of the board.

Richard Bravman, Symbol chief executive officer and interim
chairman, said, "We are very pleased that these three highly
experienced executives are joining Symbol's board. We will benefit
greatly from their knowledge and the integrity they will bring to
our decision-making. The addition of independent directors
demonstrates Symbol's commitment to transparency and strengthened
corporate governance. We also will be adding other independent
directors as expeditiously as possible as part of our ongoing plan
to renew and strengthen the board and infuse the Company with new
leadership."

Iannuzzi said, "As new board members, our first task is to carry
out a thorough review and to make whatever changes may be
necessary to ensure the Company establishes and follows best
practices in corporate governance - and that it conducts its
operations and affairs with transparency and integrity. This work
will begin immediately, and our efforts will be aided by
additional independent board members as they are named."

Sal Iannuzzi has held a number of executive positions in finance.
He held several senior positions at Bankers Trust Company/Deutsche
Bank, including senior control officer and head of corporate
compliance. He also has significant experience working with
federal and state regulators, including the Federal Reserve Bank,
New York State Banking Department, Securities and Exchange
Commission and U.S. Department of Labor.

Robert J. Chrenc is a retired executive vice president and chief
administrative officer of ACNielsen, the world's leading provider
of marketing information based on measurement and analysis of
marketplace dynamics and consumer attitudes and behavior. At
ACNielsen, Chrenc was responsible for finance, human resources,
communications and business development on a worldwide basis.
Previously at ACNielsen he served as executive vice president and
chief financial officer.

Melvin A. Yellin until recently was of counsel at Skadden, Arps,
Slate, Meagher and Flom, LLP, which he joined in 1999. His areas
of concentration are banking and securities law, and merger and
acquisitions, and he has provided advice and counsel to directors
and senior officers of public companies on a wide range of issues,
including corporate governance initiatives.

Incumbent members of the Symbol Technologies board of directors
are Harvey Mallement, George Bugliarello, Leo Guthart, James
Simons, Raymond R. Martino, Sr. and Bravman.

The previously reported investigations of Symbol Technologies by
the SEC and the U.S. Attorney's office are ongoing. Symbol has not
filed with the SEC its Annual Report on Form 10-K for the year
ended December 31, 2002, and is working to finalize the audit for
2002. The Company also intends to file its Form 10-Q for the
first, second and third quarters of 2003 after the Form 10-K for
2002 has been finalized. The Company currently cannot provide a
timetable for those filings, and until the documents are filed
with the SEC, results are subject to change.

Symbol Technologies, Inc. delivers enterprise mobility solutions
that enable anywhere, anytime data and voice communication
designed to increase productivity, reduce costs and realize
competitive advantage. Symbol systems and services integrate
ruggedized mobile computing, advanced data capture, wireless
networking and mobility software for the world's leading
retailers, transportation and logistics companies, manufacturers,
government agencies and providers of healthcare, hospitality and
security. More information is available at http://www.symbol.com/

                         *     *     *

As reported in Troubled Company Reporter's September 19, 2003
edition, Symbol Technologies reached agreement with its bank group
to extend the Company's credit facility waiver for 60 days. The
waiver allows Symbol additional time to become current with its
periodic filings with the Securities and Exchange Commission.

As part of the agreement, Symbol reduced the credit facility from
$350 million to $100 million. The credit agreement originally was
signed in late 1998 and will expire by its terms in January 2004.

The previously reported investigations by the SEC and the U.S.
Attorney's office are ongoing. The Company intends to file with
the SEC its 2002 Annual Report on Form 10-K as well as Forms 10-Q
for the 2003 first and second quarters upon the completion of
their audits by the Company's external auditors.


TEMBEC: Closes Buy-Out of Ontario Weyerhauser Sawmill for C$26MM
----------------------------------------------------------------
Tembec successfully completed the acquisition of the Weyerhaeuser
sawmill located at Chapleau, Ontario, for $C26 million including
certain elements of working capital.

The acquired sawmill has a softwood allocation of approximately
524,000 cubic metres per year, produces 100 million board feet of
lumber annually and employs close to 140 people. The acquisition
will boost Tembec's annual Spruce Pine Fir lumber capacity to
approximately 1.8 billion board feet. The Company owns sawmills in
three Canadian provinces as well as in the United States, Chile
and France.

The acquisition of the Chapleau sawmill provides a secure long-
term fiber base for the Marathon pulp manufacturing joint venture.
The acquisition will also allow the Company to generate synergies
with its existing sawmills in the region, particularly in the area
of forest resource management.

Tembec (S&P, BB Long-Term Corp. Credit, Negative) is an integrated
Canadian forest products company principally involved in the
production of wood products, market pulp and papers. The Company
has sales of approximately $4 billion, and its common shares are
listed on The Toronto Stock Exchange under the symbol TBC.
Additional information on Tembec is available on its Web site at
http://www.tembec.com/


TENNECO AUTOMOTIVE: Closes on $800 Mill. Senior Credit Facility
---------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) announced that on Friday,
December 12, it closed on its $800 million senior credit facility
and a private offering of $125 million of 10.25 percent Senior
Secured Notes, due July 15, 2013.

These two transactions completed the refinancing of Tenneco
Automotive's senior credit facility, which the company started in
June with the issuance of a $350 million senior secured note.

With the closing of this most recent transaction, the company
accomplished the following:

     - Replaced its current revolver facility with a new source of
       long-term liquidity;

     - Extended most of its debt maturities to 2009 and beyond
       with a minimal pro forma increase to its interest expense;
       and

     - Favorably reset its financial covenant ratios through 2010.

The $800 million senior credit facility, which is an amendment and
restatement of the company's prior senior credit facility,
includes a 5-year revolving line of credit of $220 million, a
7-year term loan of $400 million and a 7-year letter of credit
facility of $180 million, which can also be used as a revolving
line of credit to fund short-term borrowings.  Loans under the
senior facility will be priced initially at LIBOR plus 3.25%.

"We are very pleased to successfully complete this transaction,
which will improve Tenneco Automotive's financial flexibility by
providing a committed long-term source of liquidity, favorably
adjusting our financial covenant ratios through 2010, and
extending nearly all of our debt maturities to 2009 and beyond,"
said Mark P. Frissora, chairman and CEO, Tenneco Automotive.

The notes were sold to investors at a premium of 13 percent above
the face value, resulting in net proceeds to the company from the
transaction of $136 million after deducting fees and other
transaction related expenses.  The notes were issued under the
same indenture and have the same terms as the $350 million of
10.25% senior secured notes due in 2013 that the company issued in
June of this year.

The company used the net proceeds of initial borrowings under the
$800 million senior credit facility and the sale of the notes to
repay all amounts previously outstanding under the company's
senior credit facility.  Prior to these transactions, the
company's senior credit facility was for $964 million, consisting
of $514 million of term loans maturing in 2005, 2007 and 2008 and
a $450 million revolving line of credit, which was scheduled to
terminate in 2005.  The prior term loans had a weighted average
interest rate of LIBOR plus 4.05%.

On a pro forma basis, this most recent transaction would have
increased the company's 2002 full year interest expense by only $1
million.  However the company is considering reducing its interest
expense by using interest rate swaps to convert a portion of its
fixed rate debt to lower-cost floating rate debt.

Tenneco Automotive offered the notes in reliance upon an exemption
from registration under the Securities Act of 1933 for an offer
and sale of securities that does not involve a public offering.
The notes have not been registered under the Securities Act and
may not be offered or sold in the United States absent
registration or an applicable exemption from registration.

Tenneco Automotive (S&P, B Corporate Credit Rating, Stable
Outlook) is a $3.5 billion manufacturing company with
headquarters in Lake Forest, Illinois and approximately 19,600
employees worldwide.  Tenneco Automotive is one of the world's
largest producers and marketers of ride control and exhaust
systems and products, which are sold under the Monroe(R) and
Walker(R) global brand names.  Among its products are
Sensa-Trac(R) and Monroe Reflex(R) shocks and struts, Rancho(R)
shock absorbers, Walker(R) Quiet-Flow(R) mufflers and DynoMax(R)
performance exhaust products, and Monroe(R) Clevite(R) vibration
control components.


TEXON ENERGY: Creditors Must File Claims by December 31, 2003
-------------------------------------------------------------
The U.S. District Court for the Central District of California
directs all creditors of Texon Energy Corporation and/or Lonestar
Petroleum Corporation to make and present their claims to the
Receiver for Texon and/or Lonestar on or before December 31, 2003,
or be forever barred from participation in the distribution of the
Companies' Receivership Estates.

In order to receive a court-approved claim form, write to:

        James H, Donnell, Receiver
        12121 Wilshire Boulevard, Suite 200
        Los Angeles, CA 90025

                         *   *   *

On November 14, 2001, the Honorable Gary A. Feess issued a
temporary restraining order halting an ongoing $1 million
securities fraud by Texon Energy Corporation; Lonestar Petroleum
Corporation; James E. Hammonds, age 60 of Inglewood, California
and a recidivist securities violator; and Barry V. Reed, age 56,
of Las Vegas, Nevada. The Court: (1) granted the Securities and
Exchange Commission's application for a temporary restraining
order and receiver; (2) froze the assets of the defendants; (3)
prohibited the destruction of documents by the defendants; (4)
ordered accountings from the defendants; and (5) granted expedited
discovery.

The Commission's complaint, alleged that since 1998, the
defendants have raised over $1 million from investors, purportedly
for investments in oil and gas wells, and promising investors a
monthly dividend equal to 12% per year. In fact, the defendants
are operating a Ponzi-like scheme in which they are making
payments to existing investors with the money that they raise from
new investors. As part of the defendants' sales pitch in September
and October 2001, the defendants have tried to capitalize on the
September 11th tragedy by telling elderly investors, that because
of "the War," the demand and price of oil would increase and Texon
is in a "good position" to benefit from all of this because it
purchases domestic oil and gas wells.


UNITED RENTALS: Wayland Hicks Becomes Chief Executive Officer
-------------------------------------------------------------
United Rentals, Inc. (NYSE: URI) announced that Wayland Hicks has
become chief executive officer in accordance with the company's
previously announced succession plan.

He succeeds Bradley Jacobs, who remains chairman.  Mr. Hicks has
served as chief operating officer since 1997.

United Rentals, Inc. (S&P, BB Corporate Credit Rating) is the
largest equipment rental company in North America, with an
integrated network of more than 750 locations in 47 states, seven
Canadian provinces and Mexico. The company serves 1.8 million
customers, including construction and industrial companies,
manufacturers, utilities, municipalities, homeowners and others.
The company offers for rent over 600 different types of equipment
with a total original cost of approximately $3.6 billion.


USEC INC: Names Lisa E. Gordon-Hagerty as EVP and COO
-----------------------------------------------------
USEC Inc. (NYSE:USU) announced that Lisa E. Gordon-Hagerty has
joined the Company as Executive Vice President and Chief Operating
Officer.

In that role, she will be responsible for the day-to-day
activities of USEC's operations, including oversight of
production, regulatory affairs and advanced technology.

"Lisa's impressive experience in managing a range of major
national security programs, as well as increasing the efficiency
of large organizations, adds depth to our leadership team," said
USEC President and CEO William H. Timbers.

Ms. Gordon-Hagerty joins USEC from the National Security Council
staff, where she spent five years in a series of positions,
including Director for Combating Terrorism, where she oversaw the
federal government's readiness and response to acts of terrorism.
She also served as the NSC's liaison to the Homeland Security
Council.

Prior to joining the White House NSC staff, she served for six
years at the U.S. Department of Energy where she held positions
overseeing several DOE programs including emergency management,
operational emergency response and the safety of the country's
nuclear weapons program. Prior to joining DOE, she was on the
staff of the Energy and Commerce Committee of the U.S. House of
Representatives.

Ms. Gordon-Hagerty has been awarded many citations, including the
Secretary of Defense Medal for Meritorious Civilian Service and
the Secretary of Energy's Special Recognition Award. She holds a
master's degree in health physics and a bachelor of science
degree, both from the University of Michigan.

USEC Inc. (NYSE:USU) (S&P, BB Corporate Credit Rating, Stable), a
global energy company, is the world's leading supplier of enriched
uranium fuel for commercial nuclear power plants.


USURF AMERICA: Independent Auditors Express Going Concern Doubt
---------------------------------------------------------------
USURF America Inc.'s auditors stated in their reports on the
financial statements of the Company for the period ended
December 31, 2001 and 2002 that the Company is dependent on
outside financing and has had losses that raise substantial doubt
about its ability to continue as a going concern. For the nine
months ended September 30, 2003 and 2002, USURF incurred a net
loss of $1,990,795 and $2,374,375, respectively. As of September
30, 2003, USURF had an accumulated deficit since re-entering the
development stage of $42,198,284. These factors raise substantial
doubt about the Company's ability to continue as a going concern.

Since its inception, USURF has had significant working capital
deficits. However, as of September 30, 2003, USURF had positive
working capital of $148,708 compared to a net working capital
deficit of $1,214,489 at September 30, 2002. A net working capital
deficit means that current liabilities exceeded current assets at
September 30, 2002. Current assets are generally assets that can
be converted into cash within one year and can be used to pay
current liabilities.

Currently, USURF believes that it has sufficient cash from the
sale of securities to continue its current business operations
until it begins to obtain funds under the second Fusion Capital
common stock purchase agreement. During the nine months ended
September 30, 2003, USURF received approximately $1,477,232 from
the sale of securities. At September 30, 2003, USURF had cash on
hand of $260,309.

The Company anticipates that its cash needs over the next 12
months will be approximately $1,518,265, consisting of general
working capital needs of $960,000 and the satisfaction of current
liabilities of $558,265. Over the long term, USURF will require at
least $2,000,000 in order to accomplish its business objectives.
Currently, it does not possess enough capital to accomplish its
business objectives.

USURF anticipates that its capital needs will be met under its
Stock Purchase Agreement with Fusion Capital. USURF is required to
register the sale of the stock by Fusion Capital prior to such
capital becoming available to USURF. USURF anticipates filing a
registration statement with respect to such shares in the forth
quarter of 2003. USURF is also seeking other sources of financing
to fund its operations, although no assurances can be given that
it will be successful in such efforts. It is possible that USURF
will not be able to secure adequate capital as needed. Also,
without additional capital, it is possible that USURF would be
forced to curtail or cease operations.


WISCONSIN AVENUE: Fitch Ups Series 1996-M3 Class D Rating to BB+
----------------------------------------------------------------
Fitch Ratings upgrades Wisconsin Avenue Securities' subordinate
REMIC mortgage pass-through certificates, series 1996-M3 as
follows:

        -- $2.5 million class B to 'AA' from 'BBB+';
        -- $2.8 million class C to 'BBB' from 'BB+';
        -- $1.9 million class D to 'BB+' from 'B+'.

The $4.2 million class A-2, and $34.1 million class A-3
certificates were exchanged for Federal National Mortgage
Association guaranteed REMIC pass-through certificates and are not
rated by Fitch. The $2.5 million class E certificates are not
rated by Fitch.

The certificates are currently collateralized by 33 mortgage
loans, which are secured by multifamily cooperative properties.
The properties are all located in the state of New York. Fitch
views this concentration positively since New York City has
experienced a very stable rental market. Currently, no loans are
delinquent or in special servicing. As of the November 2003
distribution date, the pool's aggregate principal balance has been
reduced by 85% to $48.1 million from $312.7 million at issuance.

The master servicer, NCB, FSB, collected operating statements for
year-end 2002 on 95% of the loans remaining in the pool. The YE
2002 Fitch stressed weighted-average debt service coverage ratio
declined slightly to 5.35 times from 5.56x as of YE 2001. The
Fitch stressed DSCRs were calculated based on Fitch stressed
mortgage constants and net operating income derived from
hypothetical market rental income (rather than cooperative
revenues) less actual borrower reported expenses. The hypothetical
market rental income is based on conservative market rental rates.

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


WISCONSIN AVE: Fitch Raises Class C Notes' Rating a Notch to BB-
----------------------------------------------------------------
Fitch Ratings upgrades Wisconsin Avenue Securities' subordinate
REMIC pass-through certificates, series 1995-M4 as follows:

        -- $1 million class B to 'BBB' from 'BB+';
        -- $1.4 million class C to 'BB-' from 'B+'.

The $297,752 class A-2, $17.9 million class A-3, and interest-only
class XS certificates were exchanged for Federal National Mortgage
Association guaranteed REMIC pass-through certificates, and are
not rated by Fitch. The $824,269 class D certificates are also not
rated by Fitch.

The certificates are currently collateralized by seventeen
mortgage loans, which are secured by sixteen multifamily
cooperative properties and one multifamily property. By loan
balance, 71% of the portfolio is located within the New York City
metropolitan area. Fitch viewed this concentration positively
because cooperatives within the New York City market have
performed extremely well historically. As of the November 2003
distribution date, the pool's aggregate principal balance has been
reduced by 81% to $21.4 million from $109.9 million at issuance.
No loans are delinquent or in special servicing.

NCB, FSB, the master servicer, provided year-end 2002 operating
statements on approximately 93% of the outstanding loans. Fitch's
YE 2002 stressed weighted average debt service coverage ratio is
2.93 times vs. 3.13x at YE 2001 and 3.10x at issuance. The
stressed DSCRs were calculated based on Fitch stressed mortgage
constants and net operating income derived from hypothetical
market rental income (rather than the cooperative's maintenance
and other revenues) less actual borrower reported expenses. The
hypothetical market rental income is based on conservative market
rental rates.

Two loans, representing 4.3% of the pool, have stressed year-end
2002 DSCRs below 1.00x. The larger loan (3%) with a DSCR below
1.00x is located in Kansas City, Missouri and has seen a decline
in occupancy to 70% due to a fire at the property in 2002. The
other loan (1%) below 1.00x is located in Bronxfield, NY and the
decline in DSCR was caused by an increase of expenses in 2002.

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


WMC FINANCE: S&P Assigns B- Rating to $200M Senior Debt Issue
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' senior debt
rating to Woodland Hills, California-based WMC Finance Co.'s
proposed issuance of $200 million, five-year senior notes to be
issued pursuant to Rule 144A. Standard & Poor's also assigned a
'B' long-term counterparty credit rating to WMC. The outlook is
stable.

"The ratings are based on WMC's short track record of
profitability under the current business strategy; its minimal
equity base and high leverage; and the encumbered nature of its
balance sheet," said Standard & Poor's credit analyst Steven
Picarillo. "Partially offsetting these factors is the company's
minimal credit and interest rate risk exposure."

Since 2001, the company has demonstrated its ability to operate
successfully under its current strategy, and the stable outlook
encompasses the expectation that the company will be able to
continue to improve its financial performance and produce
acceptable cash flows. Additionally, the outlook incorporates the
expectation that WMC will continue to expand its market reach as
it executes its growth strategy.

At Sept. 30, 2003, WMC had assets of $1.3 billion.


WORLD AIRWAYS: Adjourns Special Shareholders' Meeting to Friday
---------------------------------------------------------------
World Airways, Inc. (Nasdaq: WLDA) adjourned the special meeting
of stockholders scheduled for Monday because of lack of a quorum.
The special meeting will reconvene on Friday, December 19, 2003,
at 11 a.m. Eastern Standard Time at the Company's executive
offices in The HLH Building, 101 World Drive, Peachtree City,
Georgia 30269.

The special meeting was called to approve:

    * the proposed issuance of $25.5 million principal amount of
      six-year 8% Convertible Senior Subordinated Debentures in
      exchange for $22.5 million principal amount of the Company's
      currently outstanding 8% Convertible Senior Subordinated
      Debentures Due 2004 and $3.0 million in cash; and

    * the proposed issuance to the Air Transportation
      Stabilization Board of warrants to purchase shares of common
      stock in connection with a federal guarantee of $27.0
      million to support a $30.0 million term loan facility.

Hollis Harris, chairman and CEO of World Airways, said, "We need a
quorum consisting of a majority of the Company's outstanding
shares for the stockholders to act at the meeting.  Unfortunately,
we did not have enough stockholders return their proxies on time.
We adjourned the meeting for four days to allow our stockholders
additional time to submit their proxies.  We are pleased, however,
that of the proxies returned thus far, a large percentage were
voted in favor of the two proposals."

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

At September 30, 2003, the company's balance sheet is upside down
by $13.7 million.


WORLDCOM INC: October 2003 Net Loss Tops $194 Million
-----------------------------------------------------
MCI (WCOEQ, MCWEQ) filed its October 2003 monthly operating report
with the U.S. Bankruptcy Court for the Southern District of New
York.  During the month of October, MCI recorded $1.977 billion in
revenue, essentially flat with September revenue of $1.951
billion.

The Company had a net loss in October of $194 million, of which
$136 million relates to prior period transactions identified as
part of the Company's ongoing restatement process.  The net loss
reflects a $102 million increase in miscellaneous expense
primarily from prior period transactions, as well as a decline in
the Company's operating income.

In October, the Company reported an operating loss of $35 million,
primarily reflecting an increase in the costs of services and
products of $32 million as well as an increase in access costs of
$51 million resulting from higher volumes and the impact of
favorable accrual adjustments in the prior month.

Results reflect a reclassification of certain selling, general,
and administrative expenses to costs of services and products
which had no net impact on operating loss.

During the month of October, MCI recorded capital expenditures of
$74 million.  October's cash balance increased to $5.4 billion
from $5.3 billion in September.

The financial results discussed in the October 2003 Monthly
Operating Report exclude the results of Embratel.  On November 12,
2003, the Company announced its intentions to sell its investment
stake in Embratel.  Until MCI completes a thorough balance sheet
evaluation, the Company will not issue a balance sheet or cash
flow statement as part of its Monthly Operating Report.

The Monthly Operating Reports are available on MCI's Restructuring
Information Desk at:

  http://global.mci.com/news/infodesk/forward/operating_reports/

Based on the Company's confirmed Plan of Reorganization, holders
of WorldCom preferred stock, WorldCom group common stock and MCI
group common stock will not receive any value upon MCI's emergence
from bankruptcy proceedings.

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


WORLDWIDE WIRELESS: Wants to Amend Plan of Reorganization
---------------------------------------------------------
Worldwide Wireless Networks Inc. (OTC BB: WWWNQ), provides an
update on the progress of the Chapter 11 Bankruptcy filing.

As previously announced, WWWN filed for Chapter 11 Bankruptcy on
September 11, 2002. The case number is SA 02-17020 JB. The filing
occurred with the U.S. Bankruptcy Court located at 411 West Fourth
St., Santa Ana, California 92701-8000.

On November 20, 2003, WWWN in conjunction with the creditor's
committee filed a Plan of Reorganization with the U.S. Bankruptcy
Court. The Plan contemplates the merger of ECHEX International,
Inc. into WWWN, with WWWN's creditors receiving approximately
4.74% of the shares in the combined company at the time of the
merger. WWWN shareholders of record at the time of the merger will
receive no distribution under the Plan, and will retain less than
one-tenth of one percent of the stock of the Company on a fully
diluted basis following the merger and the reverse stock split
described below. A hearing will be held on December 24, 2003 to
obtain court confirmation of the Plan.

The creditor's committee in conjunction with WWWN filed Monday a
Motion to Amend the Plan of Reorganization.

The proposed change to the Plan of Reorganization will allocate
shares in ECHEX to certain current shareholders of Worldwide
Wireless Networks in the following manner. The shares of the
currently issued and outstanding stock of WWWN will be reverse
split in the ratio of ONE new share for every FIVE THOUSAND
current shares. Shareholders who hold 5,000 or more shares in any
discrete amount will receive one new share of common stock in
ECHEX for each 5,000 original shares of common stock in WWWN. All
resulting post split fractional shares will be rounded down to the
whole integer and NO cash consideration in lieu of the issuance of
any fractional new share of common stock will be paid. No
fractional shares will be issued or allowed to be combined or
aggregated. Stockholders who hold fewer than 5,000 shares in any
discrete account will receive nothing as the reverse will result
in their fractional shares being rounded down to zero and as a
result they will no longer be stockholders of the Company with
respect to such shares. Any shares not surrendered within 30 days
of the effective date of the Plan will be extinguished and have no
standing or redemption rights.

About Worldwide Wireless Networks

Worldwide Wireless Networks was a data-centric wireless
communications company headquartered in Orange, California. The
Company specialized in high-speed, broadband Internet access using
an owned wireless network.


W.R. GRACE: New COO Festa Discloses Owning No Grace Common Stock
----------------------------------------------------------------
Alfred E. Festa, W.R. Grace's new President and COO, discloses to
the Securities & Exchange Commission through Mark A. Shelnitz, as
his attorney-in-fact, that as of November 17, 2003, the date on
which his employment at Grace commenced, he owned no shares of the
common stock of W. R. Grace & Co.

However, he does own Preferred Stock Purchase Rights, which
entitle him to buy Preferred Stock or other securities or property
upon the occurrence of certain events and subject to certain
conditions. (W.R. Grace Bankruptcy News, Issue No. 51; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


XO: Receives $192MM in Value, Upon Global Crossing's Emergence
--------------------------------------------------------------
XO Communications, Inc., received $192.0 million in value,
consisting of $164.8 million in cash and $27.2 million of Global
Crossing common stock (based on the closing price of $33 per share
of Global Crossing common stock as of December 12, 2003), in
exchange for the $158.5 million XO Communications paid to acquire
approximately 34% of pre-petition senior debt of Global Crossing.

The cash payment and shares of common stock were distributed by
Global Crossing upon its emergence from bankruptcy and represent
the recovery on the investment XO Communications made in its
earlier effort to acquire all of the assets of Global Crossing. In
addition, XO Communications retains the rights to approximately
34% of the proceeds, if any, from the pending lawsuit between
Global Crossing's bank group and former Global Crossing officers
and directors that seeks $1.7 billion in damages.

XO is a leading broadband telecommunications services provider
offering a complete set of telecommunications services, including:
local and long distance voice, Internet access, Virtual Private
Networking, Ethernet, Wavelength, Web Hosting and Integrated voice
and data services.

XO has assembled an unrivaled set of facilities-based broadband
networks and Tier One Internet peering relationships in the United
States. XO currently offers facilities-based broadband
telecommunications services within and between more than 60
markets throughout the United States.

Please visit http://www.xo.com/for more information about XO.


XRG INC: Significant Losses Raise Going Concern Uncertainty
-----------------------------------------------------------
XRG Inc.'s consolidated financial statements have been prepared on
a going concern basis which contemplates continuity of operations
and realization of assets and liquidation of liabilities in the
ordinary course of business. Because of significant operating
losses, the Company's ability to continue as a going concern is
dependent upon its ability to obtain sufficient additional
financing and, ultimately, upon future profitable operations.

Prior to the quarter ended September 30, 2003, the Company devoted
substantially all of its efforts to establishing its freight
transportation business and, therefore, has been in the
development stage since 1999. During the quarter ended September
30, 2003, the Company's planned principal operations commenced and
significant revenues were realized which allowed the Company to
emerge from its development stage status.

To date, the Company has funded its capital requirements and its
business operations with funds provided by borrowings and equity
investments.  It has raised $1,393,120 in the form of notes
payable at various interest rates of 12.0% to 15.0%, payable
quarterly.  These notes mature at various dates until November
2004 and are unsecured.  None of these notes individually exceed
$100,000.  XRG, Inc. is the note issuer, and none of these  note-
holders are officers or directors of XRG. In connection with these
notes, warrants to acquire 4,732,000 shares of common stock were
granted to these note-holders.  During the period ended September
30, 2003, 4,732,000 shares of the Company's common stock were
issued in exchange for the these warrants.  These warrants were
exchanged for a like number of shares of common stock on a one for
one basis for no additional consideration  in connection with the
conversion of the notes.  In addition, during June 2003,
approximately $753,000 of these notes were voluntarily converted
to the Company's common stock at a price of $.50 per common share.

During the six months ended September 30, 2003, the Company issued
$170,000 of convertible notes payable. In connection with the
notes, the Company issued detachable warrants to purchase 340,000
shares of the Company's restricted common stock. During the period
ended September 30, 2003, 340,000 shares of the Company's common
stock were issued in exchange for warrants. These warrants were
exchanged for a like number of shares of common stock on a one for
one basis for no additional consideration in connection with the
conversion of the notes.

During the period ended September 30, 2003, XRG raised an
additional $403,368 pursuant to a stock purchase agreement in
exchange for 1,605,000 shares of its restricted common stock.

For the period ended September 30, 2003 the Company used $101,303
in cash used by operating activities as compared to $283,347 in
the similar period ended September 30, 2002. Investing activities
for the present period included equipment deposits of $51,305.
Financing activities for the period ended September 30, 2003
provided $205,660 from the issuance of notes payable and the
issuance of preferred stock. For the period ended September 30,
2003, cash increased $16,563 as compared to $315,179 in the prior
year.

Historically XRG has not generated sufficient revenues from
operations to self-fund its capital and operating requirements.
These factors raise substantial doubt concerning the Company's
ability to continue as a going concern. Management expects that
the Company's working capital will come from fundings that will
primarily include equity and debt placements. XRG had a cash
balance at September 30, 2003 of $69,615 and working capital of
$173,903. Management believes that access to capital will be
sufficient to sustain  operations for at least 12 months. The
Company's monthly cash "burn rate" is approximately $70,000 per
month.

There is no assurance that XRG will be successful in raising
capital through debt or equity placements. If such financing is
not available when required, the Company may be unable to pay its
debts in a timely manner, develop its business, take advantage of
acquisition opportunities, or respond to competitive pressures,
any of which could have a material adverse effect on its business,
financial condition and results of operations. Its inability to
raise additional capital could cause the Company to breach its
payment obligations to third parties or otherwise fail to satisfy
its business obligations.


* FTI Brings-In Gregory F. Rayburn as Senior Managing Director
--------------------------------------------------------------
FTI Consulting, Inc. (NYSE: FCN), the premier national provider of
corporate finance/restructuring, forensic accounting, economic
consulting and trial services, announced that Gregory F. Rayburn
joined the firm as a senior managing director in its Interim
Management group, which is a core service offering in the
Corporate Finance/Restructuring practice.

Prior to joining FTI Consulting, Mr. Rayburn spent three years as
a principal at AlixPartners. While there, he held two notable
interim management positions. He was retained as the chief
restructuring officer at WorldCom where he was responsible for
stabilizing negative cash flows and streamlining operating
functions to assist the company in closing and syndicating over $1
billion in debtor-in-possession financing despite a backdrop of
massive accounting fraud. Mr. Rayburn was also responsible for
developing a plan to achieve over $2.5 billion of annual cost
savings and for development of the business plan which served as
the basis for a successful reorganization of WorldCom.

Prior to his engagement at WorldCom, Mr. Rayburn served as the
chief executive officer of Sunterra Corporation, the world's
largest vacation ownership company. Mr. Rayburn was hired by
Sunterra's Board to replace the existing CEO in response to Board
and bondholder concerns over the direction of its reorganization
effort following a bankruptcy filing in May 2000. Mr. Rayburn
charted a new strategic direction for Sunterra and moved the
company from extreme negative cash flows to a viable and
profitable business plan with substantial enterprise value. He was
able to secure over $300 million in exit financing and lead
Sunterra out of bankruptcy.

Prior to his position at AlixPartners, Mr. Rayburn served as
president of The Capstone Group LLC, a private investment
partnership specializing in out of favor companies and sectors.
Prior to that, he was recruited by the bondholders and management
of The Piece Goods Shops, Inc. to act as chairman and chief
executive officer leading the company out of bankruptcy. Mr.
Rayburn started his career at Arthur Andersen LLC where as a
partner, he successfully assisted in the building of the corporate
recovery services practice specializing in working with troubled
companies and their constituencies. While there, client
engagements included Genesco, SNA Nut Company, Sunshine Junior
Stores and Bargain Town/Shoe City Stores.

Commenting on the new appointment, Stewart Kahn, president and
chief operating officer said "We are committed to an integrated
consulting practice with the best professionals in the country.
Our Interim Management offering is a priority for us and Greg is
going to play a critical role in spearheading our efforts in this
space."

"During our search, it quickly became apparent that Greg's hands-
on interim management successes combined with his industry
experience made him far and above our first choice for the job,"
said Mr. Kahn.

"I was attracted to FTI Consulting because from an industry
standpoint, they have the best reputation in the marketplace,"
said Mr. Rayburn. "I have an enormous amount of respect for the
individuals that make up this company and I am excited about the
opportunity to be a part of the FTI team."

Mr. Rayburn has over 20 years of experience creating and
maximizing value for shareholders of troubled companies with a
demonstrated expertise in financial analysis, business plan
development and execution, problem solving, communication and
implementation of change under highly adverse conditions. He has a
broad range of industry experience including manufacturing,
freight, retail, telecommunications, hospitality and health-care.

FTI is the premier provider of corporate finance/restructuring,
forensic accounting, economic consulting, and trial services.
Strategically located in 24 of the major US cities and London, we
employ over 1,000 professionals consisting of numerous PHDs, MBAs,
CPAs, CIRAs and CFEs who are committed to delivering the highest
level of service to our clients. These clients include the world's
largest corporations, financial institutions and law firms in
matters involving financial and operational improvement and major
litigation.

FTI is on the Internet at http://www.fticonsulting.com/


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                          *********

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***