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        T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, October 29, 2003, Vol. 7, No. 214

                          Headlines

ADELPHIA COMMS: Sues Long List of Banks to Recover Transfers
AIR CANADA: Fontaine Wants Union Retiree Committee Appointed
ALLMERICA FINANCIAL: Third-Quarter Results Enter Positive Zone
ALPHARMA INC: Third-Quarter Results Reflect Remediation Effects
AMERCO: Equity Committee Wants Disclosure of Equity Holders List

AMKOR TECHNOLOGY: Third-Quarter Results Zoom to Positive Zone
ANC RENTAL: Classification and Treatment of Claims Under Plan
APPLICA INC: Will Host Third-Quarter Conference Call Tomorrow
ARMSTRONG: AWI Wants Nod to Sign Agreements for 144A Offering
ATLANTIC COAST: Names Jeff Pollack Sr. Director, Market Planning

AVAYA INC: Selling Connectivity Solutions to CommScope for $263M
AVAYA: S&P Says Sale of Cable & Wiring Unit Won't Affect Ratings
BETHLEHEM STEEL: BP Energy & BP Canada Want $5MM Claim Allowed
BOB'S STORES: Retains Pepper Hamilton as Bankruptcy Counsel
BROADWAY TRADING: New York Court Confirms Liquidating Plan

CARDIMA INC: Ernst & Young Expresses Going Concern Uncertainty
CHISHOLM-MINGO GROUP: Case Summary & 20 Largest Unsec. Creditors
COMMSCOPE INC: Reports Improved Third-Quarter 2003 Fin'l Results
COMMSCOPE INC: Avaya Acquisition Prompts S&P's Watch Negative
CONGOLEUM CORP: Commences Solicitation of Plan Acceptances

DIRECTV LATIN: Exclusivity Extension Hearing Set for November 12
EDISON INT'L: Utility Reform's Petition for Rehearing Nixed
ENRON CORP: ENA Agrees to Allow Faulconer's $7MM Unsecured Claim
EXIDE TECHNOLOGIES: Names Members to Reorganized Exide's Board
EXTREME NETWORKS: Will Present in Prudential Conference Today

EXTREME NETWORKS: Robert L. Corey Joins Board of Directors
FEDERAL-MOGUL CORP: Asbestos PD Committee Appointment Sought
FRIENDLY ICE CREAM: Capital Sufficient to Meet Current Cash Need
GCI HLDGS: S&P Assigns BB+ Rating to $220 Million Bank Facility
GENSCI ORTHOBIOLOGICS: Completes Merger Transaction with IsoTis

GLOBAL CROSSING: Will Provide Conferencing Services to Marmon
GUESS? INC: Third-Quarter Results Reflect Stronger Performance
HINES HORTICULTURE: Schedules Q3 Conference Call for November 6
HORSEHEAD INDUSTRIES: Retiree Committee Taps Marcus & Shapiro
IT GROUP: Wants More Time to Move Pending Actions to Delaware

KMART CORP: Associates Ratify New Tentative Agreements with UAW
LEAP: Details of Court-Confirmed Technical Plan Modification
LIBERTY MEDIA: Third-Quarter Conference Call Slated for Nov. 14
MAGELLAN HEALTH: Unclaimed Property Claims Estimated at $5.8MM
MARINER HEALTH: Terminates Leases Relating to Florida Facilities

MARTINEZ MANUFACTURING: Case Summary & 20 Unsecured Creditors
MEADOWCRAFT: Taps Keen Realty to Market & Sell Alabama Property
METALDYNE CORP: Completes $150-Million Senior Debt Offering
MIRANT: Agrees to Restructure Pepco Electricity Supply Contracts
MIRANT: Takes $2.2 Billion Writedown in Second Quarter

MIRANT: Wins Interim Nod to Hire McDermott as Special Counsel
NAVISITE INC: July 31 Working Capital Deficit Widens to $15 Mil.
NEW CENTURY FIN'L: Form S-3 for Sr. Notes Resale Now Effective
ODYSSEY PICTURES: Must Resolve Liquidity Issues to Continue Ops.
O'SULLIVAN INDUSTRIES: Sept. 30 Net Capital Deficit Tops $145MM

OWENS CORNING: Kensington & Springfield Want J. Wolin to Step Down
PATCH SAFETY: Completes Refinancing & Restructuring Transactions
PG&E NATIONAL: Asks Court to Fix January 9, 2004 Claims Bar Date
PINNACLE ENTERTAINMENT: Names Humberto Trueba, Jr. as SVP of HR
PLAINS ALL AMERICAN: Will Refinance Bank Debt with New Bank Deal

PLAYTEX PRODUCTS: Reports Slight Decline in 3rd-Quarter Results
PRG-SCHULTZ: Bank Syndicate Agrees to Forbear Until November 15
RANGE RESOURCES: Will Publish Third-Quarter Results on Tuesday
RELIANCE: Liquidator Wants to Pay $250M to Guaranty Associations
REPTRON ELECTRONICS: Files for Prepack. Chapter 11 Restructuring

ROUGE INDUSTRIES: Responds to Market Activity in Common Stock
ROUGE IND.: Cleveland-Cliffs Will Continue Supply in Near-Term
ROUGE INDUSTRIES: Seeks to Retain Ordinary Course Professionals
SAFETY-KLEEN: Wants to Expand Connolly Bove's Engagement Scope
SBA COMMS: Will Publish Third-Quarter Results on November 11

SIRVA INC: S&P Places B+ Corp. Credit Rating on Watch Positive
SPHERION CORP: Third-Quarter 2003 Net Loss Tops $2 Million
STRATUS TECH: Corp. Credit & Sr Unsec. Notes Get S&P's B Rating
SUREBEAM CORP: Shares Delisted from Nasdaq Effective October 28
TECH LABORATORIES: Reaches Debt Restructuring Pact with Lenders

TELEGLOBE INC: Second Claims Bar Date Set for Friday
TENET HEALTHCARE: Banks Agree to Amend Revolving Credit Facility
TIME WARNER: Red Ink Continued to Flow in Third-Quarter 2003
TRIMAS CORP: Calif. Facility Receives $3 Mill. To Upgrade Plant
TRI-UNION DEVELOPMENT: Case Summary & 40 Unsecured Creditors

UNIROYAL: Wants Lease Decision Period Extended to November 25
US AIRWAYS: Takes Action to Challenge PBGC Claims
VAIL RESORTS: Needs More Time to Deliver Annual Report to SEC
VENTAS INC: Sept. 30 Net Capital Deficit Narrows to $24 Million
VIALINK CO.: Will Publish Third-Quarter 2003 Results Tomorrow

WORLDCOM: Resolves Dispute with Public Utility Commission of TX
XACT TELESOLUTIONS: Case Summary & Largest Unsecured Creditors
ZENITH NATIONAL: Third-Quarter Results Show Better Performance

* Meetings, Conferences and Seminars

                          *********

ADELPHIA COMMS: Sues Long List of Banks to Recover Transfers
------------------------------------------------------------
The Adelphia Communications Debtors and the Official Committee of
Unsecured Creditors have filed suit against a long list of banks
and other entities and want them to pay for their "knowing
participation, substantial assistance and complicity in one of the
most serious cases of systematic corporate looting and breach of
fiduciary duty in American history."

A full-text copy of the complaint filed in U.S. Bankruptcy Court
in Manhattan is available for free at:

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

David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, tells the Court that the fraud at Adelphia and
its affiliated Debtors did not involve any sophisticated
accounting gimmicks.  To the contrary, Mr. Friedman says, it
involved simple larceny, but on a massive scale.  The Rigas
Family used the Debtors as its piggy bank to fund personal
expenses at will and to maintain voting control over Adelphia.
The Rigas Family siphoned away over $3,400,000,000 from the
Debtors -- funds knowingly and eagerly loaned by the Defendants
-- rendering the Debtors bankrupt and insolvent.

The Defendants are:

A. The Agent Banks

   -- Bank Of America, N.A.,
   -- Bank Of Montreal,
   -- Wachovia Bank, National Association,
   -- Citibank, N.A.,
   -- Citicorp USA, Inc.,
   -- ABN AMRO Bank N.V.,
   -- Bank Of New York Co., Inc.,
   -- The Bank Of Nova Scotia,
   -- Barclays Bank PLC,
   -- CIBC, Inc.,
   -- JP Morgan Chase & Co.,
   -- Credit Lyonnais, New York Branch,
   -- Credit Suisse First Boston, New York Branch,
   -- Deutsche Bank AG,
   -- Donaldson, Lufkin & Jenrette Capital Funding, Inc.,
   -- Fleet National Bank,
   -- Merrill Lynch Capital Corp.,
   -- Morgan Stanley Senior Funding, Inc.,
   -- PNC Bank Corp.,
   -- The Royal Bank Of Scotland, PLC,
   -- Societe Generale, S.A.,
   -- SunTrust Banks, Inc.,
   -- Toronto Dominion (Texas), Inc.,
   -- Fuji Bank,
   -- Mitsubishi Trust, and
   -- Cooperatieve Centrale Raiffeisen-Boerenleen Bank B.A.,
      New York Branch;

B. The Investment Banks

   -- Banc Of America Securities LLC,
   -- BMO Nesbitt Burns Corp.,
   -- Wachovia Securities, Inc.,
   -- Citigroup Global Markets Holdings, Inc.,
   -- Salomon Smith Barney, Inc.,
   -- Citigroup Financial Products, Inc.,
   -- ABN AMRO Securities,
   -- BNY Capital Markets,
   -- Scotia Capital,
   -- Barclays Capital,
   -- CIBC Securities,
   -- Chase Securities,
   -- Credit Lyonnais Securities,
   -- CSFB Securities,
   -- Deutsche Bank Securities,
   -- DLJ Securities,
   -- Fleet Securities,
   -- Merrill Lynch Securities,
   -- Morgan Stanley Securities,
   -- PNC Capital Markets,
   -- Royal Bank of Scotland,
   -- SG Cowen,
   -- SunTrust Securities, and
   -- TD Securities.

C. The Non-Agent Banks

   -- Bayerische Landesbank Girozentrale,
   -- Credit Industriel Et Commercial,
   -- Cypresstree Investment Fund LLC,
   -- Debt Strategies Fund, Inc.,
   -- DG Bank Deutsche Genossenschaftsbank AG,
   -- Farmers & Merchants Bancorp, Inc.,
   -- Fifth Third Bancorp,
   -- First Allmerica Financial Life Insurance Company,
   -- Firstar Bank, N.A.,
   -- Foothill Income Trust II LP,
   -- Franklin Floating Rate Trust,
   -- Jackson National Life Insurance Company,
   -- Kemper Floating Rate Fund,
   -- KZH Cypresstree-1 LLC,
   -- KZH III LLC
   -- KZH Ing-2 LLC,
   -- KZH Langdale LLC,
   -- KZH Pondview LLC,
   -- KZH Shoshone LLC,
   -- KZH Waterside LLC,
   -- Liberty Floating Rate Advantage Fund,
   -- Master Senior Floating Rate Trust,
   -- Meespierson Capital Corp.,
   -- Mellon Bank, N.A.,
   -- Merrill Lynch Senior Floating Rate Fund, Inc.,
   -- Natexis Banques Populaires Group,
   -- National City Bank Of Pennsylvania,
   -- North American Senior Floating Rate Fund, Inc.,
   -- Olympic Funding Trust, Series 1999,
   -- Oppenheimer Senior Floating Rate Fund,
   -- Pinehurst Trading Inc.,
   -- Principal Life Insurance Company,
   -- Riviera Funding LLC,
   -- Royal Bank Of Canada,
   -- Senior High Income Portfolio, Inc.,
   -- Stanwich Loan Funding LL7C,
   -- Stein Roe Floating Rate Ltd Liability Company,
   -- Sumitomo Mitsui Banking Corporation,
   -- The Dai-Ichi Kangyo Bank Ltd.,
   -- The Industrial Bank Of Japan, Ltd,
   -- The Toronto-Dominion Bank,
   -- U.S. Bank National Association,
   -- UBS AG, Stamford Branch, and
   -- United Of Omaha Life Insurance Company.

D. The Non-Co-Borrowing Banks

   -- Bank Boston, N.A.,
   -- Bank One, N.A.,
   -- Banque Nationale De Paris,
   -- Bayerische Hypound Vereinsbankag,
   -- BNP Paribas,
   -- Citizens Bank Of Rhode Island,
   -- Credit Agricole Indosuez,
   -- Credit Locale France, New York Agency,
   -- Dresdner Bank AG,
   -- First Hawaiian Bank,
   -- First National Bank Of Chicago,
   -- First National Bank Of Maryland,
   -- General Electric Capital Corporation,
   -- Goldman Sachs Credit Partners LP,
   -- ING Prime Rate Trust,
   -- KZH Holding Corporation III,
   -- Manufacturers And Traders Trust Company,
   -- Morgan Guaranty Trust Company,
   -- Octagon Credit Investors Loan Portfolio,
   -- PFL Life Insurance Company,
   -- Royalton Company,
   -- The Longterm Credit Bank Of Japan Ltd.,
   -- The Travelers Insurance Company,
   -- Union Bank Of California, N.A.,
   -- Van Kampen American Capital Prime Rate Income Trust,
   -- Webster Bank,
   -- The Goldman Sachs & Co.,
   -- HSBC Bank USA, and
   -- Key Bank Of New York.

E. The Assignees

   -- Abbey National Treasury Services,
   -- Addison CDO Ltd.,
   -- AG Capital Funding,
   -- Aim Floating Rate Fund
   -- AIMCO CLO Series, 2000-A,
   -- AIMCO CIO Series, 2001-A,
   -- Allstate Investments LLC,
   -- Allstate Life Insurance Co.,
   -- Alpha Us Fund II LLC,
   -- Amaranth Fund LP,
   -- AMMC CDO I Ltd.,
   -- AMMC CDO II Ltd.,
   -- Apex (IDM) CDO Ltd.,
   -- Apex (Trimaran) CDO I Ltd.,
   -- Archimedes Funding II Ltd.,
   -- Archimedes Funding III Ltd.,
   -- Ares Finance-II Ltd.,
   -- Ares CLO Management LLC,
   -- Ares Leveraged Investment Fund II LP,
   -- Ares III CLO Ltd.,
   -- Ares IV CLO Ltd.,
   -- Ares V CLO Ltd.,
   -- Ares VI CLO Ltd.,
   -- Athena CDO Ltd,
   -- Aurum CLO 2002 - Ltd.,
   -- Avalon Capital Ltd.,
   -- Avalon Capital Ltd. 2,
   -- B & W Master Tobacco Fund,
   -- Balanced High Yield Fund II Ltd.,
   -- Ballyrock CDO I Ltd,
   -- Bear Stearns Investment Products,
   -- Bear, Stearns & Co.,
   -- Blue Square Funding Series 3,
   -- Boston Income Portfolio,
   -- Broad Foundation,
   -- California Public Employees Retirement System,
   -- Captiva IV Finance Ltd.,
   -- Caravelle Investment Fund II LLC,
   -- Carlyle High Yield Partners II Ltd.,
   -- Centurion CDO II Ltd.,
   -- Centurion CDO III, Ltd.,
   -- Century Interest and Century Post Petition Interest,
   -- Ceres II Finance Ltd.,
   -- Charter View Portfolio,
   -- Cigna Investments, Inc.,
   -- Citadel Hill 2000 Ltd.,
   -- Clydesdale CLO 2001-1 Ltd.,
   -- Columbus Loan Funding Ltd.,
   -- Constantinus Eaton Vance CDO V Ltd.,
   -- Continental Casualty Company,
   -- CSAM Funding I,
   -- CSAM Funding II,
   -- D.E. Shaw & Co. LLC,
   -- D.E. Shaw Laminar Portfolios LLC,
   -- DB Structured Products, Inc.,
   -- Debt Strategies Fund II,
   -- Debt Strategies Fund III,
   -- Delano Company #274,
   -- DZ Bank AG Deutsche Zentral- Enossenschaftsbank,
   -- Eaton Vance CDO II Ltd.,
   -- Eaton Vance Institutional Senior Loan Fund,
   -- Eaton Vance Management
   -- Eaton Vance Senior Income Trust,
   -- ELC Cayman Ltd.,
   -- ELC (Cayman) Ltd. CDO Series 1999-I,
   -- ELC (Cayman) Ltd. Series 1999-I,
   -- ELC Cayman Ltd. 1999-III,
   -- ELC (Cayman) Ltd. 2001-I,
   -- Elf Funding Trust I,
   -- Elf Funding Trust III,
   -- Eli Broad,
   -- Emerald Orchard Ltd.,
   -- Endurance CLO I Ltd.,
   -- Erste Bank New York,
   -- Evergreen Funding Ltd. Co.,
   -- FC CBO Iv Ltd.,
   -- Fidelity Advisor Floating Rate High Income Fund (161),
   -- Fidelity Advisors Series II,
   -- Fidelity Charles Street Trust,
   -- Fidelity High Yield Collective,
   -- Fidelity School Street Trust,
   -- First Dominion Funding I,
   -- First Dominion Funding II,
   -- First Dominion Funding III,
   -- Flagship CLO 2001-I,
   -- Flagship CLO II,
   -- Fortis Capital Corp.,
   -- Franklin Advisor, Inc.,
   -- Franklin CLO I,
   -- Franklin CLO II,
   -- Franklin CLO III,
   -- Franklin Floating Rate Daily Access Fund,
   -- Franklin Floating Rate Master Series,
   -- Franklin Floating Rate Trust,
   -- Galaxy CLO 1999-1 Ltd.,
   -- Gleneagles Trading LLC,
   -- Goldentree Loan Opportunities I Ltd.,
   -- Goldentree Loan Opportunities II Ltd.,
   -- Goldentree High Yield Master Fund Ltd.,
   -- Goldentree High Yield Opportunities II Ltd.,
   -- Grayson & Co.,
   -- Great Point CLO 1999-1,
   -- Greystone CLO Ltd.,
   -- GSC Recovery IIA LP,
   -- GT High Yield Value Master Fund,
   -- Halcyon Fund LP,
   -- Hamilton CDO Ltd.,
   -- Harbour Town Funding LLC
   -- Harbourview CDO II Ltd.,
   -- Harbourview CLO IV Ltd.,
   -- Harch CLO I Ltd.,
   -- High Income Portfolio,
   -- Highland Legacy Ltd.,
   -- Highland Loan Funding V Ltd.,
   -- Highland Offshore Partners,
   -- IBM Whitehall Funding 2001 Trust,
   -- IDS Life Insurance Company,
   -- Indosuez Capital Funding IIA Ltd.,
   -- Indosuez Capital Funding IV LP,
   -- ING Pilgrim Senior Income Fund,
   -- ING Senior Income Fund,
   -- Investment Fund II LLC,
   -- Investment Partners I,
   -- J.H. Whitney Market Value Fund LP,
   -- Jisselkikun Funding, Inc.,
   -- Jupiter Loan Funding LLC,
   -- Katonah I Ltd.,
   -- Katonah II Ltd.,
   -- Katonah III Ltd.,
   -- King Street Capital L.P.,
   -- KZH CNC LLC,
   -- KZH Highland-2 LLC,
   -- KZH ING-1 LLC,
   -- KZH Ing-3 LLC,
   -- KZH PAMCO LLC,
   -- KZH Soleil LLC,
   -- KZH Soleil-2 LLC,
   -- KZH Sterling LLC,
   -- Landmark CDO Ltd.,
   -- LCM I Ltd Partnership,
   -- Lehman Commercial Paper, Inc.,
   -- Longhorn CDO (Cayman) Ltd.,
   -- Longhorn II CDO (Cayman) Ltd.,
   -- Magnetite Asset Investors LLC,
   -- Merrill Lynch Debt Strategies Fund II, Inc.,
   -- Merrill Lynch Global Investment Series,
   -- Income Strategies Portfolio,
   -- Mizuho Corporate Bank Ltd.,
   -- ML CLO XV Pilgrim America (Cayman) Ltd.,
   -- ML CLO XX Pilgrim America (Cayman) Ltd.,
   -- Monument Capital Ltd.,
   -- Morgan Stanley Emerging Markets, Inc.,
   -- Morgan Stanley Prime Income Trust,
   -- Mountain Capital CLO I,
   -- Mountain Capital CLO II,
   -- Muirfield Trading LLC,
   -- Muzinich Cashflow CBO II Ltd.,
   -- MW Post Opportunity Offshore Fund,
   -- MW Post Portfolio Fund,
   -- Nationwide Life And Annuity Insurance Company,
   -- Nationwide Mutual Insurance Company,
   -- Nemean CLO Ltd.,
   -- New Alliance Global CDO Ltd,
   -- New York Life Insurance and Annuity Co.,
   -- Nomura Bond & Loan Fund,
   -- Northwoods Capital Ltd.,
   -- Northwoods Capital II, Ltd.,
   -- Northwoods Capital III Ltd.,
   -- Nuveen Floating Rate Fund,
   -- Nuveen Senior Income Fund,
   -- Oak Hill CLO Management I LLC,
   -- Oak Hill Credit Partners I Ltd.,
   -- Oak Hill Fund II Ltd.,
   -- Oak Hill Securities Fund LP,
   -- Opportunity Fund LLC,
   -- Oryx CLO Ltd.,
   -- Owl Creek Asset Management LP,
   -- Oxford Strategic Income Fund,
   -- Pacifica Partners I LP,
   -- PAM Capital Funding LP,
   -- PAMCO Cayman Ltd.,
   -- Perry Principles LLC,
   -- Phoenix-Goodwin High Yield Fund,
   -- Pilgrim CLO 1999-1 Ltd.,
   -- Pilgrim Senior Income Fund,
   -- PIMCO Corporate Income Fund,
   -- Post Balanced Fund LP,
   -- Post High Yield LP,
   -- Post Opportunity Fund LP,
   -- Post Opportunity Offshore Fund,
   -- PPM Shadow Creek Funding LLC,
   -- PPM Spyglass Funding Trust,
   -- Providence Capital LLC,
   -- Prudential Insurance Company of America,
   -- Putnam Diversified Income Trust,
   -- Putnam High Yield Advantage Fund,
   -- Putnam High Yield Trust,
   -- Putnam Master Income Trust,
   -- Putnam Master Intermediate Income Trust,
   -- Putnam Premier Income Trust,
   -- Putnam Variable Trust PVT Diversified Income Fund,
   -- Putnam Variable Trust - PVT High Yield Fund,
   -- QDRF Master Ltd.,
   -- Quantum Partners LLC,
   -- Race Point CLO Ltd.,
   -- Redwood Master Fund Ltd.,
   -- Reliance Standard Life Insurance Company,
   -- Restoration Funding CLO Ltd.,
   -- Rosemont CLO, Ltd.,
   -- Safety National Casualty Corp.,
   -- Sankaty High Yield Partner II LP,
   -- Satellite Senior Income Fund LLC,
   -- Sawgrass Trading LLC,
   -- Scudder Floating Rate Fund,
   -- Seaboard CLO 2000 Ltd.,
   -- Seneca Capital LP,
   -- Senior Debt Portfolio,
   -- Sequils Centurion V Ltd.,
   -- Sequils-ING (HBDGM) Ltd.,
   -- Sequils-Liberty Ltd.,
   -- Sequils-Magnum Ltd.,
   -- Sequils-Pilgrim I, Ltd.,
   -- Sierra CLO I Ltd.,
   -- Signature 1A (Cayman) Ltd.,
   -- Skandinaviska Enskilda Banken (AB),
   -- SL Loans I Ltd,
   -- SOF Investments LP,
   -- Sprugos Investments IV LLC,
   -- SRF 2000 LLC,
   -- SRS Strategies (Cayman) LP,
   -- SRV Highland, Inc.,
   -- Stanfield Arbitrage CDO Ltd.,
   -- Stanfield CLO, Ltd.,
   -- Stanfield Quattro CLO Ltd.,
   -- Stanfield RMF Transatlantic CDO Ltd.,
   -- State Of South Dakota Retirement System,
   -- Stein Roe & Farnham CLO I Ltd.,
   -- Stephen Adams Living Trust,
   -- Sunamerica Senior Floating Rate, Inc.,
   -- Syndicated Loan Funding Trust,
   -- The ING Capital Senior Secured High
      Income Holdings Fund, Ltd.,
   -- The President & Fellows Of Harvard College,
   -- Third Avenue Trust,
   -- Thracia LLC,
   -- Travelers Corporate Loan Fund, Inc.,
   -- Tryon CLO Ltd. 2000-1,
   -- Tuscany CDO Ltd.,
   -- Tyler Trading, Inc.,
   -- University Of Chicago,
   -- Van Kampen Prime Rate Income Trust,
   -- Vam Kampen Senior Floating Rate Fund,
   -- Vam Kampen Senior Income Trust,
   -- Venture CDO 2002 Ltd.,
   -- Westminster Bank PLC,
   -- Whitney Private Debt Fund LP,
   -- Windsor Loan Funding Ltd.,
   -- Winged Foot Fund Trust, and
   -- John Doe Nos. 1-100 and John Doe, Inc. Nos. 1-100.

F. The Rigas Family Entities

   -- Hilton Head Communications, L.P.,
   -- Highland Prestige of Georgia, Inc.,
   -- Highland Video Associates, L.P.,
   -- Highland Communications LLC,
   -- Highland Preferred Communications LLC, and
   -- Coudersport Cable and Television Company.

According to Mr. Friedman, the Rigas Family's scheme could not
have succeeded without Defendants' assistance.  Certain of the
Defendants -- the Co-Borrowing Lenders -- funded the fraud by
extending undisclosed senior loans to the Rigas Family secured by
the Debtors' assets.  Other Defendants -- the Investment Banks,
each of which was affiliated with a Co-Borrowing Lender --
solicited the purchase of debt and equity securities junior in
right of payment to their senior loans without disclosing the
pervasive fraud suffusing the Debtors' business.

The Rigas Family's principal tools in their fraudulent scheme,
and their primary source of ill-gotten gains from that scheme,
were the syndicated loans known as "Co-Borrowing Facilities".
The structure of those facilities was unprecedented for a major
public company like Adelphia: each "co-borrower" -- whether an
indirect Adelphia subsidiary or an unaffiliated entity owned by
the Rigas Family -- could borrow the entire amount of the
facilities, which was worth up to approximately $5,600,000,000
without regard to its ability to repay and with all other co-
borrowers being jointly and severally liable to repay the loans.

Mr. Friedman states that neither the Rigas Family nor the Co-
Borrowing Lenders created a borrowing structure that held the co-
borrowers accountable based on appropriate borrowing capacity,
actual borrowings and their balance sheets.  No attempt was made
to recognize -- much less respect -- the corporate separateness
and disparate financial resources of the Debtors and entities
owned by the Rigas Family.  Instead, Mr. Friedman relates, the
Rigas Family and certain of the Co-Borrowing Lenders structured
the Co-Borrowing Facilities knowing that entities controlled by
the Rigas Family were entitled to draw -- and in fact did draw --
billions of dollars under the Co-Borrowing Facilities; that such
entities owned a disproportionately small amount of the assets
from which the Co-Borrowing Lenders could realistically expect
repayment; and that these entities in fact would not be able to
repay their borrowings, but instead would saddle the Debtors with
a massive bill for loans that the Debtors did not utilize.

Mr. Friedman explains that the primary purpose and the plain
effect of each of the Co-Borrowing Facilities was to use the
Debtors' assets to give the Rigas Family access to billions of
dollars that only the Debtors would have the capacity to repay,
and to enable the Rigas Family to maintain control over the
Debtors by using a substantial portion of those dollars to
acquire Adelphia stock and other securities.  "The very structure
of the Co-Borrowing Facilities -- a structure that the Co-
Borrowing Lenders created and approved -- provided the principal
means by which the Rigas Family's looting could and did occur,"
Mr. Friedman says.  Moreover, the Co-Borrowing Lenders actually
knew or recklessly disregarded the fact that the looting occurred
as soon as the Co-Borrowing Facilities closed and that it
continued thereafter.

Mr. Friedman asserts that the Defendants knew that the Rigas
Family used the proceeds of the Co-Borrowing Facilities and other
loans made available to them to enrich themselves at the Debtors'
expense and to maintain voting control of Adelphia.  The Rigas
Family used the Co-Borrowing Lenders' funds to, among other
things:

   (a) acquire nearly $2,000,000,000 of securities issued by
       Adelphia and underwritten by certain of the Defendant
       Investment Banks;

   (b) repay approximately $252,000,000 of margin loans owed by
       Highland Communications, an entity owned by the Rigas
       Family, to certain of the Defendants' private banking or
       brokerage affiliates;

   (c) acquire for its own account more than $700,000,000 in
       cable television systems;

   (d) fund expenses related to its privately held Buffalo Sabres
       professional hockey team;

   (e) construct a golf course on land owned by the Rigas Family;
       and

   (f) cause the Debtors to enter into fraudulent transactions
       with certain Rigas Family-owned businesses.

These transactions did not benefit the Debtors, Mr. Friedman
tells Judge Gerber.  To the contrary, the Rigas Family designed
these transactions to fraudulently secrete assets from the
Debtors to the Rigas Family's personal interests.  Each of the
Defendants actually knew or recklessly disregarded the fact that
the Rigas Family was using the Co-Borrowing Facilities to defraud
the Debtors, their creditors and other stakeholders.

Since well before the closing of the Co-Borrowing Facilities
until shortly before the Debtors' bankruptcy filings, many of the
Defendants provided significant underwriting, investment banking,
advisory and other financial services to the Debtors and the
Rigas Family.  As a result of their extensive relationship with
the Debtors and the Rigas Family, these Defendants obtained
confidential information concerning the financial affairs of the
Debtors and the Rigas Family.  In addition, before each of the
Co-Borrowing Facilities closed, the Rigas Family disclosed to the
Co-Borrowing Lenders that hundreds of millions of dollars of the
loan proceeds would be used to fund personal expenses and
investments of the Rigas Family.  The Defendants knew, or
recklessly chose to disregard, the intended fraudulent uses of
the Co-Borrowing Facilities.

Worse still, Mr. Friedman says, the Co-Borrowing Lenders lent the
Debtors billions of dollars with knowledge or reckless disregard
of the fact that the Rigas Family was causing the Debtors to
fraudulently conceal from the public and other creditors up to
$3,400,000,000 of their balance sheet liabilities under the Co-
Borrowing Facilities.  Indeed, while each of the Defendants had
access to non-public information that disclosed the actual amount
of Adelphia's liabilities under the Co-Borrowing Facilities and
other bank debt, the Investment Banks induced other creditors to
loan the Debtors billions of dollars based on fraudulent
financial statements that grossly understated such obligations.
Mr. Friedman asserts that none of these financial statements
disclosed the true amount of debt that had been drawn by the
Rigas Family -- but for which the Debtors were fully liable --
under the Co-Borrowing Facilities.  Despite their knowledge of
the fraudulent structure of the Co-Borrowing Facilities and the
Rigas Family's fraudulent conduct, the Co-Borrowing Lenders
approved each of the Co-Borrowing Facilities and continued to
authorize extensions of credit afterward.

The Agent Banks' quid pro quo for funding the Co-Borrowing
Facilities was the Rigas Family's promise of lucrative
underwriting and other fees to the Investment Banks -- each an
affiliate of an Agent Bank.  To obtain these fees, several of the
Agent Banks violated their own lending policies by extending
credit in amounts far exceeding institutional exposure limits and
by funding the facilities despite the Debtors' massive debt load,
which far exceeded that of its competitors.  Aware of obvious red
flags, many of the Co-Borrowing Lenders merely rubber-stamped the
Co-Borrowing Facilities so that their affiliated Investment Banks
could earn hundreds of millions of dollars in fees.

Defendants BofA, Citibank, Deutsche Bank and others had other
dubious reasons for approving the Co-Borrowing Facilities, Mr.
Friedman relates.  "These banks or their affiliates had advanced
members of the Rigas Family hundreds of millions of dollars of
personal margin loans secured by Adelphia stock."  By approving
the Co-Borrowing Facilities and draws, these Margin Lenders knew
that they could rely on the Debtors' ability to repay the margin
loans if the Rigas Family could not.  When Adelphia's stock
plummeted -- after the public disclosure of the fraud in March
2002 -- the Co-Borrowing Lenders continued to fund the Co-
Borrowing Facilities despite (or, in some cases, because of)
their knowledge that the proceeds would be used to repay Rigas
Family margin calls at the expense of other creditors.  Just like
the fraudulent uses of the Co-Borrowing Facilities, each of these
margin loan payments was made with the intent to defraud
creditors, who received no consideration from these transfers.

The fraud at Adelphia, began -- but certainly did not end -- with
the Co-Borrowing Facilities.  The Debtors used a central cash
management system that, as the Defendants were well aware, was a
vehicle for the Rigas Family to commingle the Debtors' funds with
those of unaffiliated entities owned by the Rigas Family, and
ultimately to misappropriate those funds.  After May 1999, the
date the first of the relevant Co-Borrowing Facilities closed,
the Defendants knew or recklessly disregarded the fact that the
Rigas Family used a significant portion of the proceeds of other
bank loans for the benefit of the Rigas Family.  The Non-Co-
Borrowing Lenders -- many of whom also were Co-Borrowing Lenders
-- also approved draws directly from Non-Co-Borrowing Facilities
to the Rigas Family that they knew did not benefit the Debtors.
Several of these loans, although made to the Debtors, were
earmarked for the immediate transfer to bank lenders to Rigas
Family entities in satisfaction of those entities' independent
obligations.

The Agent Banks and Investment Banks saw the Debtors as enormous
consumers of financial services and aggressively sought to
exploit the Debtors' needs for their personal gain.  These
Defendants provided extensive advisory services to the Debtors
and injected themselves into a position of confidence and trust
wherein they offered counsel on numerous business and financial
issues.  These same Defendants, once having assumed fiduciary
duties to the Debtors, almost immediately proceeded to breach
those duties by, among other things, facilitating the Debtors'
bankruptcy and insolvency.

Mr. Friedman reminds the Court that the Debtors' Chapter 11
bankruptcy filings resulted from the massive fraud of the Rigas
Family.  The Debtors are deeply insolvent and their unsecured
creditors are faced with the prospect that billions of dollars of
their claims will not be repaid.  In stark contrast, parties to
the fraud, the Co-Borrowing Lenders and other Defendants, now
seek to stand first in line to be repaid in full in the Debtors'
bankruptcy proceedings.  "This fundamental injustice must be
redressed," Mr. Friedman asserts.

Accordingly, the Debtors and the Committee seek, among other
things, to:

   (i) recover as fraudulent transfers the principal and interest
       paid by the Debtors on the Co-Borrowing Facilities;

  (ii) avoid as fraudulent obligations the Debtors' obligations,
       if any, to repay outstanding Co-Borrowing Facilities and
       other loans made by Defendants;

(iii) recover damages for breaches of fiduciary duties to the
       Debtors and for aiding and abetting fraud and breaches of
       fiduciary duties by the Rigas Family;

  (iv) equitably subordinate, disallow or recharacterize each of
       the Co-Borrowing Lenders' claims in the Debtors'
       bankruptcy proceedings;

   (v) avoid and recover certain fraudulent and preferential
       transfers made to certain of the Defendants; and

  (vi) recover damages for violations of the Bank Holding Company
       Act. (Adelphia Bankruptcy News, Issue No. 42; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)


AIR CANADA: Fontaine Wants Union Retiree Committee Appointed
------------------------------------------------------------
Air Canada maintains defined benefit pension plans and defined
contribution pension plans on behalf of its unionized employees.
The majority of its DC Plans are held with respect to Jazz Air
Inc. employees.  Air Canada also maintains health insurance and
life insurance benefits, which were offered to unionized
employees, represented by different unions, for their retirement
and which were utilized currently by Air Canada unionized
retirees under its various DB Plans, pursuant to various
collective agreement provisions and entitlements.

As part of its reorganization, Air Canada took steps to
restructure its pension plan obligations.  Air Canada presented
its first Pension Proposal to the unions in July 2003.
Subsequently, Air Canada presented a revised Proposal to the
Unions in August 2003.  The Revised Pension Proposal is a planned
course of action for dealing with the pension plan Air Canada
maintains with its employees.  The Proposal does not apply to
Jazz Air operations.

Susan Ursel, Esq., at Green & Chercover, in Toronto, Ontario,
relates that the Revised Pension Proposal would have the impact
on the group of currently employed union and non-union employees,
existing union and non-union retirees, and vested plan members --
those who are no longer employed by Air Canada and are not yet
eligible for a pension but who have a vested right to a pension
under the applicable Air Canada pension plan.  The active union
employees are represented by their unions in the matter of these
proposals.  The active non-union employees are represented by
Brian Bellmore of Bellmore and Moore.  The non-union retirees are
represented by John Varley of Pallet Valo LLP.

In the course of these proposals, in August 2003, the federal
pension regulator, the Office of the Superintendent of Financial
Institutions expressed concerns that the unions now representing
the active union employees may be placed in an appearance of
conflict of interest or an actual conflict of interest if they
also represent union retirees, surviving spouses, other
beneficiaries and vested plan members.  The unions do not agree
with this assessment.  However, they tried to cooperate with the
OSFI.

According to Ms. Ursel, the unions began to contact knowledgeable
retirees to assist in seeking appropriate representatives of the
different union retiree groups.  In the course of the search, Ron
Fontaine was approached as a possible representative of the
International Association of Machinists and Aerospace Workers
retirees.  Mr. Fontaine agreed to take on the work.

In consultation with their counsel, the union retiree
representatives further agree to form a Union Retiree
Representative Committee, with representative of each union
retiree subgroup.  The members of the proposed Union Retiree
Representative Committee are:

     Ron Fontaine       International Association of Machinists
                        and Aerospace Workers

     Jeanette Forbes    Canadian Union of Public Employees

     Tom Freeman        National Automobile, Aerospace,
                        Transportation and General Workers Union
                        of Canada - CAW Canada

     Greg Cameron       National Automobile, Aerospace,
                        Transportation and General Workers Union
                        of Canada - CAW Canada

     Denis Kennedy      Canadian Air Line Dispatchers Association

     Larry Sawatsky     Canadian Air Line Dispatchers Association

     Captain Robert     Airline Pilots Association International
     Isaacson

At the request of Mr. Fontaine, acting for and on behalf of the
proposed Union Retiree Representative Committee, the CCAA Court
appoints the Union Retiree Representative Committee to represent
the interests of unionized retirees that retired as of April 1,
2003 as well as their beneficiaries.  The Union Retiree
Representative Committee will facilitate the communication of Air
Canada proposals and any information relevant to the proposal, to
the union retirees.  The Court also appoints Susan Ursel and
Green & Chercover as the Committee's counsel.

Upon the execution of confidentiality agreements, the Applicants
may provide information, documentation and communication
facilities to the Union Retiree Representative Committee.  The
Applicants will also disburse the reasonable legal fees and
expenses the Committee incurs in carrying out its
responsibilities.

The Committee's representation excludes the Air Canada Pilots
Association. (Air Canada Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ALLMERICA FINANCIAL: Third-Quarter Results Enter Positive Zone
--------------------------------------------------------------
Allmerica Financial Corporation (NYSE: AFC) reported net income
for the third quarter of $11.4 million, compared to a net loss of
$313.4 million in the third quarter of last year.

The company also announced it is closing its broker-dealer
operation, VeraVest Investments, Inc., and third quarter earnings
include a related charge of $7.2 million.

"Overall, we are pleased with our continued progress," said
Frederick H. Eppinger, Jr., president and chief executive officer
of Allmerica.  "Earnings for the quarter were in line with
expectations and we began an extensive review of our operations
that will continue through the fourth quarter."

Eppinger said, "The decision to cease operations of our broker-
dealer followed a great deal of careful analysis and deliberation.
Ultimately, we concluded that the broker-dealer would not generate
sufficient profitability in the foreseeable future to justify our
continued investment.  This will enable us to focus on the
profitable growth of our regional property and casualty
companies."

                        Segment Results

Allmerica Financial conducts business in three operating segments:
Property and Casualty, Allmerica Financial Services, and Asset
Management. Property and Casualty markets property and casualty
insurance products on a regional basis through The Hanover
Insurance Company and Citizens Insurance Company of America.
Allmerica Financial Services manages a portfolio of proprietary
life insurance and annuity products previously issued through
Allmerica's two life insurance subsidiaries, and marketed non-
proprietary insurance and retirement savings products and services
primarily to individuals through VeraVest Investments, Inc., a
registered broker-dealer. The Asset Management segment markets
investment management services to institutions, pension funds, and
other organizations through Opus Investment Management, Inc., and
manages a portfolio of guaranteed investment contracts issued
through one of Allmerica's life insurance subsidiaries.

                    Property and Casualty

Property and Casualty segment income was $38.6 million in the
third quarter of 2003, compared to $58.5 million in the third
quarter of 2002. The current quarter included $16.9 million of
pre-tax catastrophe losses while the comparable period in 2002
included an unusually low $4.0 million of pre-tax catastrophe
losses.  Earnings were also lower in the quarter due to an
unfavorable comparison in prior year reserve development of $23.2
million, and lower net investment income.  These items were almost
entirely offset by the favorable impact of premium rate increases
and improved current accident year loss trends.

Property and Casualty highlights:

    -- Net premiums written were $588.7 million in the third
       quarter of 2003, compared to $596.8 million in the third
       quarter of 2002.

    -- Net premiums earned were $561.2 million in the third
       quarter of 2003, compared to $568.3 million in the third
       quarter of 2002.

    -- Pre-tax catastrophe losses were $16.9 million in the third
       quarter of 2003, versus $4.0 million in the comparable
       period one year earlier.

                   Allmerica Financial Services

Allmerica Financial Services reported a segment loss of $5.8
million in the third quarter of 2003. These results include a pre-
tax charge of $11.0 million relating to the cessation of broker-
dealer operations.  These results compare to a segment loss of
$540.2 million in the third quarter of 2002, which were impacted
by charges of $556.4 million, principally related to the Company's
decision to cease the manufacture and sale of proprietary variable
annuity and variable life insurance products, as well as the
impact of the continued decline in the equity market through
September 30, 2002.

Allmerica Financial Services highlights:

    -- The Risk Based Capital (RBC) ratio of Allmerica Financial
       Life Insurance and Annuity Company, Allmerica's lead life
       insurance company, increased to 349 percent at
       September 30, 2003 up from 344 percent at June 30, 2003 and
       244 percent at December 31, 2002.

    -- Total adjusted statutory capital for the combined life
       insurance subsidiaries at September 30, 2003 was $547.2, up
       from $535.6 million at June 30, 2003 and $481.9 million at
       December 31, 2002.

    -- In the third quarter, individual annuity redemptions were
       $493.6 million compared to $552.5 million in the second
       quarter, approximately $1.0 billion in the first quarter of
       2003 and approximately $1.3 billion in the fourth quarter
       of 2002.

                        Asset Management

Asset Management's third quarter segment income was $5.2 million,
compared to $5.7 million in the same period in the prior year. In
the current quarter, segment income included beneficial foreign
exchange fluctuations of $2.9 million.  Apart from this, income
declined due to the continued runoff of the company's funding
agreements and the effect of replacing high-yield investments with
lower yielding, higher quality fixed income securities.

                          Corporate

Corporate segment net expenses were $23.9 million in the third
quarter of 2003, compared to $23.7 million in the comparable
period in 2002.  Corporate expenses in each period include $10.0
million of interest expense on the Company's long-term debt and
mandatorily redeemable preferred securities of a subsidiary trust.

                      Investment Results

Net investment income was $110.5 million for the third quarter of
2003, compared to $152.8 million in the same period of 2002. In
the current quarter, net investment income decreased primarily due
to lower invested assets resulting from surrenders in the general
account, a reduction in outstanding guaranteed investment contract
balances and the sale of the Company's fixed universal life
insurance line of business.

Third quarter 2003 pre-tax net realized investment losses were
$8.0 million, compared to $7.8 million of pre-tax net realized
investment losses in the same period of 2002. In the current
quarter, pre-tax net realized investment losses were principally
related to impairments of $13.2 million on certain fixed maturity
and equity securities offset by gains of $5.2 million primarily
from the sale of fixed maturity securities. In the third quarter
of 2002, pre-tax net realized investment losses included $48.8
million related primarily to impairments on certain fixed maturity
securities. These losses were largely offset by gains of $40.2
million primarily from sales of other fixed maturity securities.

                        Balance Sheet

Shareholders' equity was $2.2 billion, or $41.42 per share at
September 30, 2003, compared to $2.1 billion, or $39.12 per share
at December 31, 2002. Excluding accumulated other comprehensive
income, book value was $41.30 per share at the close of the third
quarter, compared to $39.83 per share at December 31, 2002.

Total assets were $25.0 billion at September 30, 2003, compared to
$26.6 billion at year-end 2002.  Separate account assets were
$11.5 billion at September 30, 2003, versus $12.3 million at
December 31, 2002.  The declines in total and separate account
assets were principally the result of surrenders of individual
variable annuities as well as the sale of the Company's fixed
universal life insurance line of business.

              Exit From Broker-Dealer Operations

The company announced the cessation of its broker-dealer
operations. Third quarter results include a pre-tax charge of
approximately $11.0 million in connection with this action.  This
decision will allow the company to focus on its core property and
casualty business.  The company expects to incur an additional
pre-tax charge of approximately $25 million - $30 million for
severance and other expenses related to this decision, primarily
in the fourth quarter, and to a lesser extent in the first quarter
of 2004.

Allmerica Financial Corporation is the holding company for a group
of insurance companies headquartered in Worcester, Massachusetts.

As reported in Troubled Company Reporter's August 18, 2003
edition, Standard & Poor's Ratings Services affirmed its 'BB-'
counterparty credit and senior unsecured debt ratings and its 'B-'
preferred stock rating on Allmerica Financial Corp. (NYSE:AFC) and
revised its ratings outlook to positive from negative.

At the same time, Standard & Poor's affirmed its 'B+' counterparty
credit and financial strength ratings on AFC's life subsidiaries
Allmerica Financial Life Insurance & Annuity Co. and its wholly
owned subsidiary First Allmerica Financial Life Insurance Co., and
revised the outlook to positive from negative.

Standard & Poor's also affirmed its 'BBB+' counterparty credit and
financial strength ratings on AFC's property/casualty (P/C)
subsidiaries Hanover Insurance Co., Citizens Insurance Co. of
America, and other affiliates (collectively, Allmerica P/C) and
revised the outlook to stable from negative.

Standard & Poor's also affirmed its 'B' short-term counterparty
credit and commercial paper ratings on AFC and its 'B' short-term
counterparty credit and short-term financial strength ratings on
First Allmerica Financial Life Insurance Co. and withdrew all
these ratings at the company's request.


ALPHARMA INC: Third-Quarter Results Reflect Remediation Effects
---------------------------------------------------------------
Alpharma Inc. (NYSE: ALO), a leading global specialty
pharmaceutical company, reported a third quarter net loss of $2.5
million, including a loss from discontinued operations of $4.3
million after-tax.

The loss from discontinued operations reflects the previously
disclosed sale of the company's French business. Third quarter
2003 net income and diluted earnings per share from continuing
operations were $1.8 million and $0.03, respectively.  These
results include a pre-tax charge of $5.4 million or $0.07 DEPS for
the establishment of reserves relating to allowances for sales
made in prior periods in the company's International Generics
business in The Netherlands.  DEPS from continuing operations in
the third quarter of 2003, when adjusted for the charge for
increased sales allowance reserves, was $0.10, at the low end of
the company's most recent estimate for third quarter 2003 results.
In 2002, the company reported a diluted loss per share from
continuing operations of $0.11, including impairment charges of
$0.47.

"While we are making progress on the FDA issues in our U.S. Human
Pharmaceuticals business, the remediation continues to impact 2003
results negatively," commented Ingrid Wiik, President and Chief
Executive Officer of Alpharma.  "On a more positive note, we
continue to generate free cash flow and reduce debt.  In addition,
the FDA has confirmed that our Elizabeth solid dose facility is
eligible for new product approvals."

Revenues in the third quarter of 2003 were $309.7 million versus
$320.0 million in the third quarter of 2002, a decline of 3%.
Excluding the impact of foreign currency and the sales allowance
adjustment, revenues declined 4% driven by the Animal Health
business.  Free cash flow, defined as operating cash flow after
capital expenditures and dividend payments, was approximately $26
million in the quarter.  Total debt at September 30, 2003, was
$863 million compared to $892 million at June 30, 2003.

                    Discontinued Operations

On September 30, 2003, the company completed the previously
disclosed sale of its French generics business to Zydus Cadila for
approximately $6 million. As a result, the company reported a loss
from discontinued operations of $4.3 million in the third quarter,
$3.7 million related to the sale transaction and $0.6 million
related to third quarter results of the French operation.  The
loss on the transaction includes the write-off of a proportional
amount of goodwill related to the French business.  Prior period
results have been adjusted for comparative purposes.

            Sales Allowance Adjustment in The Netherlands

In the course of an internal audit review completed late in the
third quarter of 2003, the company determined that certain sales
allowances had been recorded when paid at its generics business in
The Netherlands.  This practice had been in place for over ten
years.  The company's policy is to accrue these sales allowances
when the related revenue is recorded.  The impact of not accruing
for these sales allowances was immaterial to previous annual and
quarterly results.  Had these amounts been accrued in accordance
with company policy in prior periods, the impact on DEPS would
have been less than $0.01 in 2001 and 2003, and approximately
$0.02 in 2002.

In order to establish sales allowance reserves in The Netherlands
in line with company policy, the company recorded a pre-tax charge
of $5.4 million ($3.5 million after-tax) in the third quarter.
When the company disclosed its most recent guidance in September
2003, management was unaware of the need to include this charge in
its outlook.

                   Third Quarter 2003 Business Review

Human Pharmaceuticals

U.S. Pharmaceuticals:  U.S. revenues decreased 3% in the quarter
compared to the prior year driven by reduced liquid dose generic
sales.

Operating margins declined to 7.7% from 19.4% last year, due
primarily to reduced generic liquid dose sales and production and
ongoing remediation efforts, including approximately $3 million of
incremental external consulting costs.  In addition, approximately
$4 million of inventory write-offs were recorded in the third
quarter of 2003 related to product and warehouse rationalizations.

As previously disclosed in 2003, the company reduced its liquid
generic product offering to facilitate remediation efforts at the
Baltimore plant.  In October 2003, the company completed a review
of its liquid dose business cost structure and reduced personnel,
primarily manufacturing, by approximately 15%.  In the fourth
quarter of 2003, the company will record a pre-tax charge of
approximately $1.3 million related to these actions.  This charge
will be partially offset by savings.  The company expects this
workforce reduction to generate annual cost savings of
approximately $6 million.

The company's Elizabeth facility is now eligible for new product
approvals and the company expects approximately 8 to 10 solid dose
product launches, excluding gabapentin, over the next 18 months.

International Generics:  Revenues were $82.3 million in the
quarter, an increase of 1% from last year's third quarter.
Excluding positive currency impacts, revenues decreased
approximately $7 million or 8%.  Approximately $5 million of this
decline relates to the recording of increased reserves for sales
allowances in The Netherlands.  Excluding this charge and the
impact of foreign currency, IG revenues declined 2%, reflecting
continued competitive pressures in major markets.

IG operating margins were 3.4% in 2003 compared to 11.9% in the
third quarter of 2002.  The margin decline is primarily due to the
charge to increase reserves for sales allowances in The
Netherlands.  Excluding this charge, margins in the third quarter
of 2003 were 9.4%.  The launch of omeprazole favorably impacted
margins in 2002.

Active Pharmaceutical Ingredients:  API revenues increased to
$24.3 million compared to $19.5 million in 2002, an increase of
25%. Excluding the impact of foreign currency, revenues grew 20%.
This growth was driven by significant price increases on selected
products, partially offset by reduced volumes and unfavorable mix.
Operating margins declined to 32.1% compared to 41.5% in 2002, as
increased pricing was more than offset by lower volumes,
unfavorable product mix, and production delays and costs related
to the recently completed expansion of Vancomycin manufacturing
capacity in Copenhagen.  In addition, in the third quarter of
2003, the company recorded charges of $1.5 million in connection
with an initial payment related to the execution of an exclusive
supply agreement for one of its future products.

Animal Health

Third quarter 2003 revenues declined to $73.9 million compared to
$84.6 million in 2002.  Revenue declines reflect increased
competition in the swine and cattle segments.  Third quarter 2003
operating income includes an insurance recovery for business
interruption of $2.7 million related to the fire at the company's
Lowell facility in 2001.  Operating margins were negative 31.9% in
2002, including an impairment charge of $37.1 million related to
an Animal Health product.  Excluding this impairment charge,
operating margins were 11.9% in 2002 compared to 6.1% in 2003,
excluding the insurance recovery.  The decline in 2003 margins is
attributable to lower prices due to generic competition in the
swine and cattle segments.

         Third Quarter Comparison of Other Consolidated
                    Income Statement Items

Interest expense and amortization of debt issuance costs decreased
$3.2 million year-to-year due to decreased debt levels, lower
interest rates, and reduced amortization.  In the second quarter
of 2003, the company refinanced certain debt and is benefiting
from lower interest rates.

Other income (expense) was $0.6 million of income in 2003 compared
to $1.3 million of expense in 2002, principally reflecting foreign
exchange gains in 2003 compared to losses in 2002.

The effective tax rate in the quarter for continuing operations
was a benefit of 25%.  A 29% effective rate was used in the first
half of 2003.  The tax rate was adjusted in the third quarter to
reflect a full year 2003 effective tax rate for continuing
operations of 26% as a result of the global mix of earnings.

                        Remediation

Operating margins in the company's U.S. Pharmaceutical business in
2003 are negatively impacted by remediation requirements at the
company's Baltimore and Elizabeth sites.  Third quarter 2003
results include $4 million of remediation spending related to
external consultants.  Year-to-date spending for external
consultants was $16 million.  The company continues to anticipate
full year 2003 remediation spending related to external
consultants of $18 million.  In addition to this spending, the
company has increased quality and manufacturing personnel to
comply with cGMP requirements.

The current FDA status at the company's Elizabeth site permits
solid dose new product approvals and the company is preparing for
product pre-approval inspections at this facility and for a
general re-inspection at Baltimore.

                             Outlook

The company is revising its expectations for the fourth quarter
and full year 2003.  The company currently expects fourth quarter
2003 DEPS from continuing operations in the range of $0.25 to
$0.35 and full year DEPS from continuing operations in the range
of $0.75 to $0.85, before certain non-operating items discussed
below.  These reduced estimates primarily reflect a slower
recovery of the company's U.S. liquid generics business.  The
previous estimate for the fourth quarter was $0.40 - $0.45 and
$0.90 - $1.00 for the full year.

Given the strong third quarter cash performance, the company is
increasing its full year free cash flow estimate to $55 million,
excluding debt placement fees paid in the second quarter.  The
company expects to continue to be in compliance with its debt
covenants.

"In our U.S. generics business, remediation and liquid dose sales
continue to challenge us," commented Ingrid Wiik, President and
Chief Executive Officer of Alpharma.  "We are continuing our focus
on compliance, company-wide cost reduction programs, and
dispositions of non-strategic assets.  Most importantly, we expect
our ability to secure new solid dose product approvals will result
in several launches and generate revenue growth over the next
year."

The company's fourth quarter 2003 outlook assumes the ability to
operate its Baltimore and Elizabeth plants at presently estimated
production levels, remediation spending consistent with comments
above, strong performance by the API business, and normal seasonal
patterns in the Animal Health business. Assumptions inherent in
the company's outlook could be impacted by future FDA actions or
new information acquired as the company continues to implement its
corrective action plan.  The company's outlook excludes the
potential effect of any future non-operating transactions or
events and charges for workforce reductions.  The full year
earnings estimate is based upon results from continuing operations
and excludes the charge to increase the sales allowance reserve
recorded in the third quarter and the loss on extinguishment of
debt recorded in the second quarter.  Including these items, the
GAAP diluted earnings per share from continuing operations
estimate for the full year 2003 would be $0.35 to $0.45.  The
company has excluded the impacts of these items in this outlook to
be consistent with the company's original estimates for 2003.

Alpharma Inc. (NYSE: ALO) (S&P, BB- Corporate Credit and Senior
Secured Debt Ratings) is a growing specialty pharmaceutical
company with expanding global leadership positions in products for
humans and animals. Uniquely positioned to expand internationally,
Alpharma is presently active in more than 60 countries.  Alpharma
is the #5 manufacturer of generic pharmaceutical products in the
U.S., offering solid, liquid and topical pharmaceuticals.  It is
also one of the largest manufacturers of generic solid dose
pharmaceuticals in Europe, with a growing presence in Southeast
Asia.

Alpharma is among the world's leading producers of several
important pharmaceutical-grade bulk antibiotics and is
internationally recognized as a leading provider of pharmaceutical
products for poultry, swine, cattle, and vaccines for farmed-fish
worldwide.

Alpharma press releases are also available at its Web site:
http://www.alpharma.com


AMERCO: Equity Committee Wants Disclosure of Equity Holders List
----------------------------------------------------------------
There are currently two types of Amerco equity security holders:

    -- Amerco issued shares of common stock, which is listed for
       trading on the NASDAQ National Market under the symbol
       "UHAUL"; and

    -- Amerco issued shares of Series A 8-1/2% Preferred Stock,
       which is listed for trading on the New York Stock Exchange
       under the symbol "AU_pa".

On the Petition Date, Amerco filed a list that purported to
disclose the Common Stock holders.  Despite the fact that Amerco
files periodic reports with the Securities and Exchange
Commission and solicits proxies under Regulation 14A of the
Securities Exchange Act of 1934, the list disclosed that there
were only five Common Stock holders.

Charles D. Axelrod, Esq., at Stutman, Treister & Glatt, in Los
Angeles, California, relates that Amerco failed to file a list
disclosing the holders of the Preferred Stock.  Notwithstanding
the fact that Heartland Advisors, Inc., Summit Capital
Management, LLC and Benten Capital LP have been or are members of
the Equity Committee, they were not included on the list of
holders of Common Stock or Preferred Stock, in addition to any
other persons who hold Amerco equity securities.

To be able to communicate with its constituencies and to trigger
Rule 3003(b)(2) of the Federal Rules of Bankruptcy Procedure so
as to obviate the need to file proofs of claim, the Equity
Committee demanded Amerco to disclose and file a full, complete
and accurate list of holders of the Common Stock and a list of
the Preferred Stock holders.  However, to date, Amerco failed to
do so.

Mr. Axelrod informs the Court that Mellon Investor Services is
the transfer agent for the Common Stock and the Preferred Stock
of Amerco.  The Equity Committee believes that Mellon, in its
capacity as transfer agent, possesses or controls comprehensive,
accurate lists of holders of Common Stock and Preferred Stock.

Accordingly, pursuant to Section 105(a) of the Bankruptcy Code
and Rule 1007(i) of the Federal Rules of Bankruptcy Procedure,
the Equity Committee asks the Court to direct Mellon, as transfer
agent, to disclose the list of Amerco equity security holders.

Mr. Axelrod asserts that the Equity Committee's request is
warranted since:

    (a) Amerco's list with respect to the Common Stock is grossly
        inadequate on its face, and no list of the holders of the
        Preferred Stock has been filed;

    (b) at the minimum, holders of Common Stock and Preferred
        Stock are entitled to notice of the procedures relating
        to plan confirmation but the Debtors will not be able to
        provide the notice absent an accurate list of holders of
        Common Stock and Preferred Stock; and

    (c) it would obviate the cost and expense involved in the
        filing of proofs of interest by making the Rule 3003
        filing unnecessary with the proper filings under Rule
        1007(i).

Moreover, the Equity Committee would like to have the names and
addresses of common and preferred shareholders so as to be in a
position to communicate with its constituents on matters like:

    (i) the need, vel non, to file protective proofs of claim
        prior to the relatively imminent bar date regarding the
        Preferred Stock dividends in arrears;

   (ii) the need, vel non, to file proofs of interest; and

  (iii) positions to be taken in connection with plan acceptance
        and confirmation. (AMERCO Bankruptcy News, Issue No. 10;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


AMKOR TECHNOLOGY: Third-Quarter Results Zoom to Positive Zone
-------------------------------------------------------------
Amkor Technology, Inc. (Nasdaq: AMKR) reported third quarter sales
of $424 million, up 12% sequentially and up 8% over the third
quarter of 2002.  Amkor returned to profitability in the third
quarter, with net income of $16 million, compared with a loss of
$59 million in the third quarter of 2002.

Amkor's third quarter net income includes a non-cash gain of $10
million, in connection with the reversal of a tax accrual related
to tax periods that have closed.  Third quarter results also
include a charge, with no tax effect, of $2 million for debt
retirement costs in connection with open market purchases of $28
million in 9-1/4% Senior Notes due 2008.  Amkor's results for the
third quarter of 2002 included $11 million in after-tax charges
associated with factory consolidation and operating efficiency
initiatives.

"This was a landmark quarter, in which we achieved record unit
shipments in most of our ten factories and returned the
corporation to positive net income after an unprecedented industry
downturn," said James Kim, Amkor's chairman and chief executive
officer.

"We believe the outsourced semiconductor assembly and test
industry is poised for a period of sustainable growth, at a rate
that will outpace the semiconductor industry.  We are encouraged
that strengthening customer forecasts may partially offset the
seasonal weakness typical of our first calendar quarter.  Looking
broadly at 2004, we are positioning our organization to achieve
annual revenues in the neighborhood of $2 billion, and to reach a
peak quarterly gross margin of 27% to 30% during the second half
of 2004.  We remain committed to improve productivity and
profitability, maintain strong liquidity, reduce debt and enhance
shareholder value," said Kim.

"During the third quarter we saw accelerating demand, particularly
from customers supplying the cell phone industry, for a wide range
of advanced packages, including stacked CSP, ChipArray(R) BGA,
MicroLeadFrame(TM) and camera modules," said John Boruch, Amkor's
president and chief operating officer.  "Business strengthened as
the quarter progressed, with a large number of customers over-
supporting their forecasts as demand materialized faster than
initially projected.  As customer forecasts continued to
strengthen, we accelerated our investment in leading-edge assembly
and test equipment, and now expect total 2003 capital expenditures
to exceed $200 million.  As previously announced, Amkor's bank
credit facility has been modified to accommodate this increased
capital budget."

"Third quarter gross margin rose to 23.9% from 19.6% in the second
quarter.  Third quarter operating margin rose to 11.2% from 6.0%
in the second quarter reflecting the positive operating leverage
in our business and the continued high utilization of assets
supporting our high growth package families," said Ken Joyce,
Amkor's chief financial officer.  "Over the past two years we have
made substantial progress enhancing the profitability of our
business by improving operating efficiencies, increasing
manufacturing capacity in strategic growth areas and managing
costs."

"Our liquidity remained solid, with cash and equivalents of $341
million at September 30," said Joyce.  "During the quarter we
received $19 million as the first scheduled payment of a $38
million receivable from Dongbu relating to the sale in 2002 of 20
million shares of Anam Semiconductor Inc. common stock.  The
remaining $19 million payment is scheduled for February 2004.  In
the third quarter we also sold an additional five million shares
of ASI for net cash proceeds of $12 million.  At September 30,
short-term debt totaled $54 million, principally relating to
working capital lines of credit supporting our operations in Japan
and Taiwan.  As noted earlier, during the third quarter we
purchased and retired $28 million of our 9-1/4% Senior Notes due
2008."

"We are approaching the third anniversary of our successful joint
venture with Toshiba, and in January 2004 we will purchase the
remaining 40% of the JV with cash payments ranging from $10
million to $15 million.  This amount includes a payment of $2
million to terminate our commitment to purchase a tract of land
adjacent to the Amkor Iwate facility," said Joyce.

                        Business outlook

Our customers' forecasts have continued to build through most of
the third quarter.  On the basis of these forecasts, we have the
following expectations for the fourth quarter:

     * Sequential revenue increase in the range of 5% to 8%.
     * Gross margin around 25%.
     * Net income in the range of 7 to 10 cents per diluted share.

The provision for U.S. taxes related to our positive earnings is
offset by the use of net operating loss carryforwards.  We
anticipate recognizing approximately $3 million per quarter in
foreign tax expense.  At September 30, 2003 our company had U.S.
net operating losses totaling $400 million expiring between 2021
and 2022.  Additionally, at September 30, 2003 we had $53 million
of non-U.S. net operating losses available for carryforward,
expiring between 2003 and 2012.

Amkor Technology, Inc. (S&P, B Corporate Credit and Senior Debt
Ratings, Stable) is the world's largest provider of contract
semiconductor assembly and test services.  The company offers
semiconductor companies and electronics OEMs a complete set of
microelectronic design and manufacturing services.  More
information on Amkor is available from the company's SEC filings
and on Amkor's Web site: http://www.amkor.com


ANC RENTAL: Classification and Treatment of Claims Under Plan
-------------------------------------------------------------
The Joint Plan of Liquidation categorizes the Claims against, and
Interests in, the ANC Rental Debtors into four Classes:

               Claim Type or
   Class      Equity Interest         Treatment
   -----      ---------------         ---------
     1        Other Priority          As soon as practicable
              (Unimpaired)            after the Effective Date as
                                      the Claims are reconciled,
                                      each holder of an Allowed
                                      Other Priority Claim will
                                      be entitled to receive from
                                      the Liquidating Trust, Cash
                                      in an amount sufficient to
                                      render the Allowed Other
                                      Priority Claim unimpaired
                                      under Section 1124 of the
                                      Bankruptcy Code or other
                                      treatment as to which the
                                      Liquidating Trust and the
                                      Holder will agree in
                                      writing.

     2        General Unsecured       As soon as practicable
              (Impaired)              after (i) the Effective
                                      Date, (ii) the date of the
                                      receipt by the Liquidating
                                      Trust of sufficient funds
                                      to allow for distributions
                                      to be made, and (iii) the
                                      date on which all Disputed
                                      General Unsecured Claims
                                      have been resolved by a
                                      Final Order of the
                                      Bankruptcy Court or the
                                      date on which the Disputed
                                      Priority Claims Reserve
                                      Trust has been funded with
                                      an amount of Cash
                                      sufficient to pay all
                                      Disputed Priority Claims in
                                      full, each holder of an
                                      Allowed General Unsecured
                                      Claim will receive a Pro
                                      Rate Share distribution of
                                      all funds available to the
                                      Liquidating Trust or other
                                      treatment as to which the
                                      Debtors and the Committee,
                                      or the Liquidating Trust
                                      the holder will agree in
                                      writing.

     3        Intercompany ANC        On or prior to the
              (Impaired)              Effective Date, all
                                      Intercompany ANC Claims
                                      will be extinguished and no
                                      distributions from the
                                      Liquidating Trust will be
                                      made in respect of the
                                      Intercompany ANC Claims.

     4        ANC Common Stock        On the Effective Date, all
              Interests (Impaired)    ANC Common Stock Interests
                                      will be extinguished and no
                                      distributions will be made
                                      in respect of the ANC
                                      Common Stock Interests.

The Joint Plan of Liquidation also provides for the treatment of
Unclassified Claims -- Administrative Expenses and Priority Tax
Claims:

   (a) Administrative Expenses:

       Administrative Expenses are the actual and necessary costs
       and expenses of the Debtors' Chapter 11 Cases that are
       allowed under Sections 503(b) of the Bankruptcy Code.
       Those expenses will include postpetition salaries and
       other employee benefits, postpetition rents, amounts owed
       to vendors providing goods and services to the Debtors
       during the Chapter 11 Cases, tax obligations incurred
       after the Petition Date, and certain statutory fees and
       charges assessed under Section 1930 of the Judiciary
       Procedures Code.  Other Administrative Expenses include
       the actual, reasonable fees and expenses incurred during
       the Chapter 11 Cases of the Debtors' professionals and the
       professional retained by the Committee and any other
       official committees appointed in the Chapter 11 Cases.

       The Plan provides that, except to the extent that any
       Entity entitled to payment of any Allowed Administrative
       Expense Claim agrees to a less favorable treatment,
       pursuant to the Administrative Expense Bar Date Order, all
       Administrative Expense Claims will be reconciled and all
       Allowed Administrative Expenses Claims will receive Cash
       from the Debtors or the Liquidating Trust, as the case may
       be, in an amount equal to the Allowed Administrative
       Expense Claim as soon as practicable after the Effective
       Date as the Claims are reconciled.

   (b) Priority Tax Claims

       Priority Tax Claims consist of unsecured claims by
       federal, state and local government units for taxes
       specified in Section 507(a)(8) of the Bankruptcy Code,
       like certain income taxes, property taxes, and excise
       taxes.  These unsecured claims are given a statutory
       priority right of payment.

       The Plan provides that, with respect to each Allowed
       Priority Tax Claim, as soon as practicable after the
       Effective Date, as the Claims are reconciled, each holder
       of an Allowed Priority Tax Claim will be entitled to
       receive from the Liquidating Trust, Cash, in an amount
       sufficient to render the Allowed Priority Tax Claim
       Unimpaired under Section 1124 of the Bankruptcy Code or
       other treatment as to which the Debtors, the Liquidating
       Trust and the holder will agree in writing. (ANC Rental
       Bankruptcy News, Issue No. 41; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


APPLICA INC: Will Host Third-Quarter Conference Call Tomorrow
-------------------------------------------------------------
Applica Incorporated (NYSE: APN) announced that Applica Consumer
Products, Inc., its wholly owned U.S. operating subsidiary,
entered into an agreement in 2000 with a leading and pre-eminent
manufacturer of packaged goods -- The Procter & Gamble Company
(NYSE: PG) -- to begin co-development of several home-based
consumer product programs that will be available at retail in
2004.

These joint initiatives will employ the marketing power of the
Black and Decker(R) brand -- which helped to institute household
product icons such as DustBuster(R), SnakeLight(R) and Gizmo(R) --
with the renowned marketing prowess of Procter & Gamble and its
leading consumer brands.

"This is truly an exciting and defining moment for Applica as we
embark on a much anticipated journey together with a leader in
consumer packaged goods. Much to our delight, and with a formula
that attempts to overwhelm consumer purchase decisions with
trusted and recognizable brands, we are introducing consumer
products that we anticipate will redefine consumer behaviors and
pioneer new categories," commented Harry D. Schulman, President
and Chief Executive Officer of Applica Incorporated.

Applica will hold a conference call on Thursday, October 30, 2003
at 11:00 a.m., Eastern Time, to discuss the co-development
program, as well as its third-quarter and year-to-date results,
and to give guidance on future results and trends in operations.
Live audio of the conference call will be simultaneously broadcast
over the Internet and will be available to members of the news
media, investors and the general public. The conference call is
expected to last approximately one hour. Broadcast of the event
can be accessed on the Company's Web site --
http://www.applicainc.comby clicking on the Investor Relations
page. You may also access the call via CCBN, at
http://www.streetevents.com The event will be archived and
available for replay through Thursday, November 6, 2003, at
midnight.

Applica Incorporated and its subsidiaries (S&P, B+ Corporate
Credit Rating, Stable) are manufacturers, marketers and
distributors of a broad range of branded and private-label small
electric consumer goods. The Company manufactures and distributes
small household appliances, pest control products, home
environment products, pet care products and professional personal
care products. Applica markets products under licensed brand
names, such as Black & Decker(R), its own brand names, such as
Windmere(R), LitterMaid(R) and Applica(TM), and other private-
label brand names. Applica's customers include mass merchandisers,
specialty retailers and appliance distributors primarily in North
America, Latin America and the Caribbean. The Company operates
manufacturing facilities in China and Mexico. Applica also
manufactures products for other consumer products companies.
Additional information regarding the Company is available at
http://www.applicainc.com


ARMSTRONG: AWI Wants Nod to Sign Agreements for 144A Offering
-------------------------------------------------------------
Pursuant to the Plan, Armstrong World Industries has undertaken to
use its reasonable efforts to effect one or more offerings of debt
securities pursuant to Rule 144A and/or Regulation S under the
Securities Act of 1933.

As contemplated by the Plan, if AWI completes a 144A Offering, it
will distribute the net proceeds of that offering to its creditors
in lieu of issuing debt securities, or "Plan Notes" under the
Plan.  As currently contemplated, the 144A Notes will consist of
$500 million aggregate principal amount of ten-year fixed rate
notes.

The 144A Notes will be senior unsecured obligations of Reorganized
AWI and will be guaranteed on a senior unsecured basis by all of
AWI's existing and future domestic subsidiaries.  The 144A Notes
will be governed by an indenture to be executed by AWI, its
subsidiary guarantors and the indenture trustee containing
redemption provisions, affirmative and negative covenants and
other customary "market" terms.

The 144A Notes will accrue interest from the date of issuance,
which will be payable semi-annually in accordance with the terms
of the Indenture.  The interest rate for the 144A Notes, as well
as other price-related terms, will be determined on the date of
pricing, which is expected to be on or around December 15, 2003.

The 144A Notes will also contain a special redemption feature that
will require AWI to redeem the 144A Notes at an agreed-upon price
-- expected to be not more than 102% of par, plus accrued and
unpaid interest -- if the Initial Distribution Date has not
occurred by an agreed upon date, which is expected to be not more
than six months after the consummation of the 144A Offering.

                       The Letter Agreement

To accomplish the 144A Offering and effect the funding of the
Plan, AWI has engaged two nationally recognized investment banking
institutions to act as the exclusive initial purchasers and
placement agents for the 144A Offering.  During the course of the
144A Offering process, the Initial Purchasers will work with AWI
to prepare offering materials that will then be used in a "road
show" to identify purchasers for the 144A Notes in a private
placement transaction that is exempt from the registration
requirements under the Act.  Upon consummation of the 144A
Offering, the Initial Purchasers will first purchase the 144A
Notes and then resell those 144A Notes to the private placement
purchasers, who will either be "qualified institutional buyers" in
accordance with Rule 144A or "non-U.S. persons" in accordance with
Regulation S.

                  Confidential Fees and Identities

Upon consummation of the 144A Offering, the Initial Purchasers
will receive a standard sales commission.  The commission to be
received by the Initial Purchasers is of a commercially sensitive
nature and has been intentionally omitted.  AWI has, however,
provided information to each of the Committees subject to the
understanding that the Committees will maintain confidentiality.

AWI will provide the names of the banking institutions to the
Court.

                          Reimbursement

In the event that the 144A Offering is not consummated, AWI has
agreed to reimburse the Initial Purchasers for all reasonable
fees, disbursements and other charges of legal counsel incurred in
connection with the 144A Offering.  AWI has also agreed to
indemnify:

       (i) the Initial Purchasers;

      (ii) their affiliates; and

     (iii) the Initial Purchasers' and their affiliates'
           officers, directors, employees, agents and
           controlling persons from and against certain
           losses arising out of or in connection with the
           transactions contemplated by the Letter Agreement,
           except for any losses finally judicially determined
           by a court of competent jurisdiction to have resulted
           primarily and directly from the gross negligence or
           willful misconduct of any Indemnified Person.

                        The Escrow Arrangement

As currently contemplated, the 144A Offering will be priced on or
about December 15, 2003, whereupon AWI and the Initial Purchasers
will enter into a purchase agreement under which AWI will agree to
issue and sell to the Initial Purchasers, and the Initial
Purchasers will agree to purchase, in each case subject to
customary terms and conditions, the 144A Notes.  The purchase
agreement will contain standard indemnification provisions,
similar to those included in the Letter Agreement, by which AWI
will indemnify the Initial Purchasers and the other Indemnified
Parties against certain losses arising out of or in connection
with the 144A Offering.

The 144A Offering will be completed and funded on December 18,
2003, whereupon AWI and the indenture trustee will execute the
Indenture and related documents and AWI will issue the 144A Notes
to investors through the Initial Purchasers.  This date is
expected to be after the entry of the Order of the Bankruptcy
Court and the District Court confirming the Plan, but prior to the
occurrence of the Effective Date of the Plan.

Concurrently with the consummation of the 144A Offering, AWI will
be required to deposit into an escrow account:

       (i) the proceeds of the 144A Offering -- less the
           commission to be paid to the Initial Purchasers --
           plus

      (ii) funds sufficient to cover the redemption of the 144A
           Notes plus accrued and unpaid interest for a period
           that will be agreed upon by AWI and the Initial
           Purchasers and which is currently contemplated to
           terminate no more than six months after the funding
           date.

AWI anticipates that the total funds to be deposited in the escrow
account, assuming an interest rate of the 144A Notes of 7% per
annum for a three-month period, a special redemption price of 101%
of par, and an Initial Purchasers' commission of 1.5%, would be
approximately $513.75 million.  This amount is calculated:

     Gross proceeds from the 144A Offering       $500,000,000
     Less: Initial Purchasers' commission          (7,500,000)
                                                -------------
     Net proceeds from the 144A Offering:        $492,500,000
     plus Pre-Funded Interest                       8,750,000
     plus 1% special redemption "premium"           5,000,000
     plus additional funds to cover amounts
       deducted for the Initial Purchasers'
       commission                                   7,500,000
                                                -------------
            Total:                               $513,750,000

If the 144A Notes are issued but the Initial Distribution Date has
not occurred on or prior to the Escrow Termination Date, AWI will
be required to redeem the 144A Notes at a price anticipated to be
not more than 102% of their aggregate principal amount, plus any
accrued and unpaid interest.  If the amount placed into escrow is
not sufficient to fund that redemption, AWI will be solely
responsible for paying any shortfall in funds.  AWI will grant to
the escrow agent, for the benefit of the holders of the 144A
Notes, a first-priority security interest in all amounts deposited
and held in the Escrow Account.  If the 144A Notes are issued and
AWI does emerge from Chapter 11 before the Escrow Termination
Date, the net proceeds of the 144A Offering, together, with
accrued interest and any additional funds deposited to cover the
redemption of the 144A Notes will be released from the Escrow
Account directly to AWI.

By this motion, the AWI Debtors seek the Court's authority to:

      (1) enter into the Escrow Arrangement;

      (2) sign the Letter Agreement; and

      (3) pay fees and expenses and perform all obligations and
          undertakings under these agreements.

Rebecca L. Booth, Esq., at Richards Layton & Finger, in
Wilmington, Delaware, explains that AWI wishes to engage the
Initial Purchasers and enter into the Escrow Arrangement to enable
AWI to consummate the Plan shortly after confirmation and to
complete the 144A Offering as soon as practicable.  Absent the
efforts of the Initial Purchasers in beginning the marketing
process, that goal will, in all likelihood, be unattainable.

AWI believes that issuing the 144A Notes prior to the Effective
Date of the Plan and funding into escrow has several benefits.
The escrow process will give AWI and the Initial Purchasers,
flexibility to take advantage of favorable market conditions as
they occur with no impact on the emergence process.  Because AWI
anticipates that it will emerge from Chapter 11 on December 30,
2003, the escrow process will allow AWI to market and consummate
the 144A Offering prior to the holidays and meet its anticipated
emergence date.

In addition, the net proceeds from the 144A Offering will be used
to pay required amounts in connection with the Plan.  The escrow
process will enable AWI's creditors to receive cash rather than
Plan Notes on the Initial Distribution Date.  The Escrow
Arrangement has been endorsed by the Asbestos PI Claimants'
Committee, the Future Claimants' Representative, and the Unsecured
Creditors' Committee.

Ms. Booth assures Judge Newsome that the terms of the Letter
Agreement and the Escrow Agreement have been negotiated at arm's
length and in good faith.  The terms of both the Letter Agreement
and the Escrow Agreement are fair and reasonable.  (Armstrong
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ATLANTIC COAST: Names Jeff Pollack Sr. Director, Market Planning
----------------------------------------------------------------
Atlantic Coast Airlines (Nasdaq: ACAI) announced the appointment
of Jeff Pollack to the position of Senior Director of Market
Planning.  He will be responsible for all elements of revenue
management including scheduling, pricing and the selection of
markets to be served as part of the company's new low-fare
airline.

Mr. Pollack began his career at Atlantic Coast Airlines, but spent
the past two years as a principal consultant in the Washington, DC
office of Dallas-based Sabre, Inc.  He consulted on revenue
management and planning projects for a number of major and
regional airlines in the U.S. and Europe. During his five years
with ACA, he worked in various revenue management functions,
including serving as Director of System Planning Analysis.

In making the announcement, ACA Senior Vice President of Marketing
Eric Nordling said, "We are very pleased to welcome Jeff back to
the company. During the years when we were responsible for our own
revenue management, he was an integral part of our growth and
success."  He added, "The additional experience he has gained
working for a number of very high-profile clients over the past
few years will be a major benefit as we continue forward with the
planning for our new low-fare airline."

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

Atlantic Coast Airlines (S&P, B- Corporate Credit Rating,
Developing) employs over 4,800 aviation professionals.  The common
stock of parent company Atlantic Coast Airlines Holdings, Inc. is
traded on the Nasdaq National Market under the symbol ACAI.  For
more information about ACA, visit the Web site at
http://www.atlanticcoast.com


AVAYA INC: Selling Connectivity Solutions to CommScope for $263M
----------------------------------------------------------------
CommScope, Inc. (NYSE: CTV) has signed a definitive agreement with
Avaya Inc. (NYSE: AV) to acquire its Connectivity Solutions (ACS)
business for cash and securities valued at approximately $263
million.

ACS is a global leader in the design, development, manufacture and
marketing of enterprise structured cabling solutions for Local
Area Network applications. ACS is also a U.S. leader in structured
cabling and equipment for telephone central offices, as well as a
leader in secure environmental enclosures for telecommunications
applications. Enterprise structured cabling systems connect
personal computers, workstations, phones, LANs, and other
communication devices through buildings or across campuses.

With the highly complementary addition of the connectivity
solutions business, CommScope will be a global leader in the
enterprise LAN business, in addition to its current position as
the world's largest manufacturer of broadband coaxial cable for
Hybrid Fiber Coaxial applications and a leading provider of fiber
optic cable for HFC. CommScope also has a growing position in the
wireless business. ACS had revenues for the twelve months ended
September 30, 2003 totaling $542 million, according to Avaya's
public information, while CommScope had revenues of $555 million
for the same period (see attached Supplemental Information).

The strategic acquisition of ACS enhances CommScope's global brand
and market presence in the enterprise LAN business. ACS is
recognized as the preeminent brand in structured cabling for LAN
solutions, as well as for its technological innovation,
particularly with its SYSTIMAX(R) end-to-end connectivity
solutions for customers' on-premises voice and data networking
needs. Additionally, CommScope's fiber optic cable technology,
enhanced through its relationship with OFS, complements ACS'
enterprise LAN product offering.

Under the terms of the agreement, Avaya will receive $210 million
in cash, an $18 million convertible subordinated note from
CommScope and $34.9 million in CommScope common stock, subject to
adjustment. The cash component of the transaction is expected to
be funded primarily from CommScope's existing cash balances and
through a new $150 million senior secured credit facility
underwritten by Wachovia Securities. CommScope had $171 million in
cash and cash equivalents on its balance sheet as of September 30,
2003. CommScope will purchase the net assets of ACS, including
certain defined current liabilities and assets, which totaled
approximately $300 million as of June 30, 2003, based upon Avaya's
historical financial statements. CommScope will also assume up to
approximately $75 million of other specified liabilities of ACS,
primarily related to employee benefits. The transaction, which is
subject to customary closing conditions and approval by necessary
regulatory authorities, is expected to close within 90 days,
except with regard to certain international operations.

CommScope expects to incur incremental transition costs of
approximately $25 million during the first year of operating the
ACS business, primarily related to information technology and
other transition services. Excluding acquisition-related and
transition costs, CommScope expects the acquisition of ACS to be
accretive to earnings per share for calendar year 2004.

Avaya's publicly-reported segment operating income for ACS
includes corporate overhead allocations from Avaya primarily
related to general and administrative expenses. CommScope believes
that it can provide these services to ACS at a lower cost than
Avaya's historical corporate allocation.

"ACS is an excellent strategic fit and a logical step in the
continued growth and development of CommScope as we execute our
last mile strategy," said Frank M. Drendel, Chairman and Chief
Executive Officer of CommScope. "This transaction represents a
unique opportunity to acquire a preeminent industry player at an
attractive valuation and establish CommScope as a global leader in
the enterprise LAN area. As the recognized leader in data
connectivity innovations, ACS has a premier range of products in
SYSTIMAX, a successful R&D program, talented personnel and
extensive global customer relationships."

Drendel continued, "As we move forward, we believe we can further
enhance the long-term growth and profitability of the SYSTIMAX
product line through renewed focus and commitment to this
business. We look forward to working with the talented ACS team."

Wachovia Securities is serving as CommScope's financial advisor on
the transaction and Fried, Frank, Harris, Shriver & Jacobson and
Robinson, Bradshaw & Hinson are acting as the Company's principal
legal advisors.

ACS is a global leader in the design, development, manufacture and
marketing of physical layer end-to-end structured cabling
solutions for LAN applications and is U.S. leader in physical
layer structured cabling solutions supporting central offices of
telecommunications service providers. With 2,000 employees
worldwide, ACS has a network of manufacturing and distribution
facilities in North America, Europe and Asia/Pacific Rim.

CommScope is the world's largest manufacturer of broadband coaxial
cable for Hybrid Fiber Coaxial applications and a leading supplier
of high-performance fiber optic and twisted pair cables for LAN,
wireless and other communications applications. Through its
relationship with OFS, CommScope has an ownership interest in one
of the world's largest producers of optical fiber and cable and
has access to a broad array of connectivity components as well as
technologically advanced optical fibers, including the zero water
peak optical fibers used in the production of the LightScope ZWPTM
and LaserCore(R) families of cable products. Visit CommScope at
its Web site at http://www.commscope.com

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 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

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


AVAYA: S&P Says Sale of Cable & Wiring Unit Won't Affect Ratings
----------------------------------------------------------------
Avaya Inc. (B+/Stable/--) announced that 'BB'-rated CommScope Inc.
will acquire Avaya's cable and wiring business for $263 million of
cash and securities.

Standard & Poor's Ratings Services said that the proposed
transactions would not have an immediate effect on Avaya's credit
ratings, but it placed the CommScope ratings on CreditWatch with
negative implications.

The sale of the connectivity business allows Avaya to exchange a
noncore business unit for cash and securities, improving balance
sheet liquidity and allowing the company to focus exclusively on
its corporate telephony businesses. In conjunction with recent
evidence of improvements in operating trends, this action to
enhance liquidity, along with other recent actions including
raising $350 million of equity, could result in the outlook being
reviewed for a revision to positive within several quarters,
particularly if Avaya continues to restore some revenue growth and
makes further improvements in margins and leverage.


BETHLEHEM STEEL: BP Energy & BP Canada Want $5MM Claim Allowed
--------------------------------------------------------------
BP Energy Company and BP Canada Energy Marketing Corporation and
The Bethlehem Steel Debtors were parties to four separate
prepetition natural gas contracts.  The Natural Gas Contracts
involving BP Energy and Debtor Bethlehem Steel Corporation
included:

   * a Base Contract for Short-Term Sale and Purchase of Natural
     Gas dated as of May 1, 1999 -- the 1999 Contract;

   * a Gas Purchase Agreement dated as of October 1, 2000 -- the
     Floor Contract -- that included an oral agreement to
     provide balancing services; and

   * an agreement for Netting Accounts From Natural Gas Sales
     and Purchases dated as of March 13, 2001.

BP Canada and Bethlehem were also parties to a Base Contract for
Short-Term Sale and Purchase of Natural Gas dated as of
September 1, 2001 -- the 2001 Contract.

Pursuant to the Floor Contract, the Debtors purchased
predetermined quantities of natural gas from BP Energy at a fixed
contract price.  Pursuant to the 1999 Contract, the Debtors
purchased natural gas from BP Energy, as necessary, at daily spot
prices.  The 1999 Contract enabled BP Energy to sell additional
shipments of natural gas to the Debtors if the amount of natural
gas that the Debtors purchased under the Floor Contract was
insufficient to maintain the Debtors' operations.  The 1999
Contract also allowed BP Energy to purchase excess quantities of
natural gas from the Debtors that the Debtors did not need to
maintain their operations.  The 2001 Contract effectively
replaced the 1999 Contract.

Pursuant to the Netting Agreement, BP Energy and the Debtors
agreed "that net settlements will be calculated each month by
offsetting the settlements due each month under all existing
physical natural gas contracts."  When BP and the Debtors entered
into the 2001 Contract, the 2001 Contract became subject to the
Netting Agreement.

Keith H. Wofford, Esq., at Kelley, Drye & Warren, LLP, in New
York, relates that BP invoiced the Debtors each month for
shipments of natural gas and the performance of balancing and
administrative services by BP on one invoice.  Because BP only
submitted one invoice to the Debtors each month, and the monthly
invoices included amounts arguably owed to either or both of BP
Canada and BP Energy, BP filed two proofs of claim in the same
amounts.  This was done out of an abundance of caution to
preserve BP's right to seek payment from the Debtors for amounts
owed to BP Energy and BP Canada.

Mr. Wofford tells the Court that the rejection damage amount owed
to BP Energy in connection with the Debtors' rejection of the
Floor Contract, effective as of March 5, 2002, is $3,376,264.
This claim is based on the calculation of economic loss to BP
Energy in accordance with the Floor Contract's terms.  The
aggregate amount owed by the Debtors to BP for shipments of
natural gas, administrative and balancing services, and rejection
damages is $5,205,452.

Based on the analysis of the Natural Gas Contracts and the
monthly invoices, Mr. Wofford asserts that BP Energy and BP
Canada each have a claim against the Debtors.  However, to reduce
the administrative burden on the Debtors with respect to
duplicative claims, BP Canada consents to having its claim
expunged, provided that the Debtors will allow BP Energy to
assert all BP claims, including BP Canada's claim.

Accordingly, BP asks the Court to allow:

   (a) BP Energy and BP Canada a claim against the Debtors for
       $5,205,452; and

   (b) BP Energy to assert BP Canada's prepetition claim.

BP reserves its rights with respect to the Natural Gas Contracts,
including without limitation, with respect to any and all amounts
owed, whether under the Floor Contract, the 1999 Contract, the
2001 Contract or the Netting Agreement, based on events up to and
including the Bankruptcy Court's disposition of BP's claims.

                          *     *     *

Judge Lifland disallows and expunges 130 duplicative, amended and
superseded claims filed in the Debtors' Chapter 11 cases.  The
hearing with respect BP Energy Company and BP Canada Energy
Marketing Corporation's claim is adjourned. (Bethlehem Bankruptcy
News, Issue No. 45; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


BOB'S STORES: Retains Pepper Hamilton as Bankruptcy Counsel
-----------------------------------------------------------
Bob's Stores, Inc., and its debtor-affiliates are asking for
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain and employ Pepper Hamilton LLP as Local Counsel
under a general retainer in their bankruptcy cases.

As Counsel, Pepper Hamilton is expected to:

     a) advise the Debtors with respect to their powers and
        duties as debtors-in-possession and the continued
        management and operation of their businesses and
        properties;

     b) attend meetings and negotiating with representatives of
        creditors and other parties-in-interest and responding
        to creditor inquiries and advising and consulting on the
        conduct of the cases, including all of the legal and
        administrative requirements of operating in chapter 11;

     c) represent the Debtors in connection with any adversary
        proceedings or automatic stay litigation that may be
        commenced in the proceedings and any other action
        necessary to protect and preserve the Debtors' estates;

     d) advise the Debtors in connection with any sale of
        assets;

     e) negotiate and prepare on behalf of the Debtors any plan
        of reorganization and all related documents;

     f) appear before this Court, any appellate courts, and the
        U.S. Trustee and protecting the interests of the Debtors
        before such courts and the U.S. Trustee;

     g) prepare necessary motions, applications, answers,
        orders, reports, and papers necessary to the
        administration of the estates; and

     h) perform all other legal services for and providing all
        other legal advice to the Debtors that may be necessary
        and proper in these proceedings.

David M. Fournier, a member of Pepper Hamilton discloses that the
firm will charge the Debtors its current hourly rates in exchange
for the services it rendered:

          Partners             $350 to $490 per hour
          Associates           $205 to $265 per hour
          Legal Assistants     $110 to $150 per hour

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


BROADWAY TRADING: New York Court Confirms Liquidating Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
confirmed Broadway Trading, LLC and its debtor-affiliates' Chapter
11 Liquidating Plan after finding that the Plan complies with each
of the 13 standards articulated in Section 1129 of the Bankruptcy
Code:

      (1) the Plan complies with the Bankruptcy Code;
      (2) the Debtors have complied with the Bankruptcy Code;
      (3) the Plan was proposed in good faith;
      (4) all plan-related cost and expense payments are
          reasonable;
      (5) the Plan identifies the individuals who will serve as
          officers and directors post-emergence;
      (6) no governmental regulatory commission has
          jurisdiction, after confirmation of the Plan over the
          Debtors;
      (7) creditors receive more under the plan than they would
          in a chapter 7 liquidation;
      (8) all impaired creditors have voted to accept the Plan ,
          or, if they voted to reject, then the Plan complies
          with the absolute priority rule;
      (9) the Plan provides for full payment of Priority Claims;
     (10) at least one non-insider impaired class voted to
          accept the Plan;
     (11) the Plan is feasible and confirmation is unlikely to
          be followed by a liquidation or need for further
          financial reorganization;
     (12) all amounts owed to the Clerk and the U.S. Trustee
          will be paid; and
     (13) no retiree benefits exist in this case.

All Executory Contracts not otherwise assumed by the Debtors and
as provided in Exhibit B to the Plan are rejected as of the
Confirmation Date.

On the Effective Date, the Liquidating Trustee will be the
representative of the Estates and will have the rights and powers
provided for in the Bankruptcy Code, in addition to any granted
rights and powers.

The primary services of the Company are provided by BTLLC. BTLLC
is an "introducing broker" which provides customers with stock
quote information and Internet trading capability through the
Mach(TM) platform software. William F. Gray, Esq. at Torys LLP
represents the Debtors in their restructuring efforts. When the
Debtors filed for protection from its creditors, it listed an
assets and debts of between $10 to $50 million.


CARDIMA INC: Ernst & Young Expresses Going Concern Uncertainty
--------------------------------------------------------------
On October 17, 2003, Ernst & Young LLP informed Cardima, Inc. that
Ernst & Young will resign as the Company's independent accountant
effective upon the completion of the quarterly review of the
Company's fiscal quarter ending September 30, 2003.

Ernst & Young's reports on the Company's financial statements for
the fiscal years ended December 31, 2002 and December 31, 2001
each contained an explanatory paragraph related to the Company's
ability to continue as a going concern.


CHISHOLM-MINGO GROUP: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: The Chisholm-Mingo Group, Inc.
        228 East 45th Street
        New York, NY 10017

Bankruptcy Case No.: 03-16743

Type of Business: The Debtor owns and operates an advertising
                  agency with an emphasis upon the African-
                  American multi-culture market.

Chapter 11 Petition Date: October 28, 2003

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Harold S. Berzow, Esq.
                  Finkel Goldstein Berzow Rosenbloom & Nash, LLP
                  26 Broadway
                  Suite 711
                  New York, NY 10004
                  Tel: 212-344-2929
                  Fax: 212-422-6836

Total Assets: $2,467,006

Total Debts: $6,891,666

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Market Space Media                                    $466,479
PO Box 8805
Santa Barbara, CA 93118

American Heritage Network                             $367,331
PO Box 890635
Dallas, TX 75389

Johnson Publishing Co.                                $301,765
820 South Michigan Avenue
Chicago, IL 50605

Black Enterprise                                      $276,909
130 Fifth Avenue
New York, NY 10011

KKBT-FM                                               $264,583
File 56592
Los Angeles, CA 90074-6592

Outdoor Services                                      $183,034

Viacom Outdoor                                        $165,575

Integrated Imaging Center                             $164,728

Essence Magazine                                      $147,207

Radio One Inc.                                        $141,667

NNPA Media Services                                   $121,075

WBLS-FM                                               $114,532

Vanguard Media                                        $103,697

WYAA-FM/WPWX-FM                                        $91,035

AHN/Paramount Advertising Svcs                         $86,900

Tony Brown Production                                  $79,807

DMB                                                    $77,350

WMMJ-FM                                                $67,575

Talent Partners                                        $55,821

Fortune Magazine                                       $54,655


COMMSCOPE INC: Reports Improved Third-Quarter 2003 Fin'l Results
----------------------------------------------------------------
CommScope, Inc. (NYSE: CTV) announced third quarter results for
the period ended September 30, 2003. The Company reported sales of
$148.7 million and earnings of $1.1 million for the third quarter.
The earnings included after-tax equity in losses of OFS
BrightWave, LLC of $0.05 per share related to CommScope's minority
ownership interest in this venture.

For the third quarter of 2002, CommScope reported sales of $147.8
million and a net loss of $19.6 million. The 2002 loss included
noncash impairment charges of $0.26 per share primarily related to
underutilized and idle production equipment, and after-tax equity
in losses of OFS BrightWave of $0.10 per share.

CommScope's sales for the third quarter rose to $148.7 million, up
from $141.4 million in the second quarter of 2003 and $147.8
million in the year-ago quarter. The 5% sequential rise in sales
was due to stronger domestic Broadband/Video sales. The year-over-
year sales increase was due to higher Wireless/Other Telecom
sales. Local Area Network sales were down slightly year over year
and sequentially.

Orders booked in the third quarter of 2003 were $152.2 million
compared to $145.5 million in the third quarter of 2002 and $138.4
million in the preceding quarter.

"We are pleased with the improved sales, profitability and cash
flow during the third quarter and remain excited regarding the
long-term opportunities in the 'last mile' of telecommunications,"
said Chairman and Chief Executive Officer Frank M. Drendel. "We
believe that the planned acquisition of the Avaya Inc. (NYSE: AV)
Connectivity Solutions business, which we announced this morning,
will further position CommScope for long-term success."

                    OFS BrightWave Results

For the third quarter of 2003, OFS BrightWave had revenues of
$25.3 million, a negative gross profit of $14.3 million and a net
loss of $27.2 million.

CommScope recorded after-tax charges of $3.1 million, or $0.05 per
share, in the third quarter of 2003 for equity in losses of OFS
BrightWave related to the Company's minority investment in this
venture.

               CommScope Third Quarter 2003 Highlights

* Broadband/Video sales rose 9% sequentially to $117.9 million for
  the third quarter, but were down 2% from the year-ago period,
  primarily due to lower sales of fiber optic cable. Domestic
  sales increased sequentially to essentially all major broadband
  service providers, including Comcast. Sales to Comcast
  represented about 17% of total Company sales for the third
  quarter. Broadband/Video orders for the quarter were $121.6
  million.

* International sales were down slightly year over year and
  sequentially at $26.5 million. International orders for the
  third quarter were $26.0 million.

* LAN sales for the quarter were $24.0 million, compared to $24.6
  million for the second quarter and $24.2 million for the year
  ago period. LAN orders for the quarter were $23.7 million.

* Wireless/Other Telecom sales were $6.8 million, more than double
  the third-quarter 2002 level of $3.3 million, but down 18% from
  the preceding quarter. CommScope continues to make progress
  communicating the Cell Reachr value proposition to customers and
  remains optimistic about long-term wireless opportunities.
  Wireless/Other Telecom orders were $6.9 million for the quarter.

* Selling, general and administrative (SG&A) expense was $20.9
  million in the third quarter of 2003, compared to $21.8 million
  in the preceding quarter and $20.5 million in the third quarter
  of 2002.

* Gross margin for the third quarter of 2003 rose to 20.6%,
  compared to 20.4% in the preceding quarter and 18.3% in the
  year-ago quarter. Gross margin improved year over year primarily
  due to lower costs and higher wireless sales.

* Cash provided by operating activities in the quarter was $32.4
  million. This included a $13.5 million tax refund primarily
  related to the carryback of 2002 deductible losses from OFS
  BrightWave and the write-off of Adelphia receivables. Capital
  spending for the quarter was $1.6 million. The Company expects
  capital spending to be less than $10 million for calendar year
  2003.

* CommScope ended the third quarter of 2003 with $171.3 million in
  cash and cash equivalents, up substantially from $140.3 million
  at the end of the second quarter.

               CommScope Fourth Quarter 2003 Outlook

Looking ahead to the fourth quarter of 2003, CommScope Executive
Vice President and Chief Financial Officer Jearld Leonhardt said,
"We expect fourth quarter sales to decline 5-10% from the
seasonally strong third quarter 2003 level. We believe gross
margin may be down as much as 100 basis points sequentially,
depending upon sales volume. This outlook does not take into
account the effects of the pending transaction on the fourth
quarter."

CommScope, Inc. (NYSE: CTV) (S&P, BB Corporate Credit & B+
Subordinated Debt Ratings, Stable), is the world's largest
manufacturer of broadband coaxial cable for Hybrid Fiber Coaxial
applications and a leading supplier of fiber optic and twisted
pair cables for LAN, wireless and other communications
applications.

Through its relationship with OFS, CommScope has an ownership
interest in one of the world's largest producers of optical fiber
and cable and has access to a broad array of connectivity
components as well as technologically advanced optical fibers,
including the zero water peak optical fibers used in the
production of the LightScope ZWPTM family of products.


COMMSCOPE INC: Avaya Acquisition Prompts S&P's Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating and other ratings on CommScope Inc. on CreditWatch
with negative implications. The action came after CommScope
announced it will acquire the cable and wire connectivity business
of Avaya Inc. (B+/Stable/--) for $263 million, of which $210
million is cash and the remaining is in securities.

Hickory, North Carolina-based CommScope is the long-standing
leading manufacturer of coaxial cables and a leader in fiber
cables for the cable television industry, with twice the sales of
the next largest supplier, as well as a manufacturer of cable and
wire for data networks, wireless telecommunications, and other
applications. It had $183 million of debt outstanding at
Sept. 30, 2003.

"We will evaluate the impact of the transaction on CommScope's
leverage and liquidity, as well as the prospect for cash earnings
accretion, once CommScope takes proposed restructuring actions,"
said Standard & Poor's credit analyst Joshua Davis.

The acquisition of the Avaya connectivity business will move
CommScope into a leadership position in the global market for
local area network cabling products. CommScope expects to improve
the profitability of the acquired business, in part by eliminating
certain overhead costs attributed to the business by Avaya.

"We expect that any potential impact on our rating of CommScope
would likely be limited to a one-notch downgrade in the corporate
credit rating," Mr. Davis said.


CONGOLEUM CORP: Commences Solicitation of Plan Acceptances
----------------------------------------------------------
Congoleum Corporation (AMEX:CGM) has finalized documents relating
to its pre-packaged Chapter 11 plan of reorganization and mailed
them to asbestos personal injury claimants and other parties in
interest.

The terms of the plan of reorganization were negotiated at length
with representatives of a large number of current asbestos
personal injury claimants and a representative for future asbestos
personal injury claimants, all of whom approved the final
documents. Asbestos personal injury claimants, Congoleum's secured
lender and its majority shareholder will receive ballots to vote
on the plan, and Congoleum anticipates that it will receive the
votes necessary to obtain the plan's approval. The deadline for
submitting votes is December 19, 2003. Congoleum expects to
commence bankruptcy proceedings in late December and seek
bankruptcy court confirmation of the plan as promptly as possible.

Under the terms of the plan, when confirmed, Congoleum will
contribute certain insurance rights and a note for approximately
$2.7 million (subject to a future revaluation) to a trust to be
formed pursuant to the plan for the benefit of asbestos personal
injury claimants, and all current and future asbestos claims
against Congoleum will be channeled to the trust. Under the terms
of the plan, Congoleum's other creditors will be paid in full and
its shareholders will maintain their equity holdings in Congoleum.
To comply with statutory disclosure requirements, Congoleum's
trade creditors, bondholders and minority shareholders will also
receive documents describing the plan of reorganization, but will
not be entitled to vote on the plan as it does not impair their
interests.

Roger S. Marcus, Chairman of the Board, commented, "We are
extremely pleased to have reached this point in the process of
resolving our asbestos liabilities. There have been a myriad of
details and issues to be dealt with in finalizing negotiations and
documentation of our reorganization plan and the trust that will
provide funds for asbestos claimants. The legal team has continued
to fine tune our approach based, in part, upon the experience of
other companies in asbestos bankruptcy proceedings. In addition, a
seven person pre-petition asbestos claimants' committee was
recently formed to participate in final negotiation, review, and
approval of the plan documents. We believe it is very positive to
have addressed all these complexities appropriately before
soliciting approval of the plan, and that having done so will
result in the broadest possible support for the plan and a reduced
potential for delays once our proceedings commence."

Mr. Marcus continued, "Now that our solicitation has commenced, we
expect to make our bankruptcy filing in late December. The amount
of time it will then take the court to confirm our plan and permit
us to emerge from bankruptcy is harder to predict, but I am
hopeful that it could take as little as three to six months. The
uncertainty of our past timetable has been difficult for our
employees, suppliers, customers, and investors and I thank them
for their patience and continued support. It is very encouraging
that the formal legal process for putting the asbestos problem
behind us is finally underway."

Copies of the plan and disclosure statement will soon be filed by
Congoleum with the Securities and Exchange Commission as exhibits
to a Form 8-K. They can also be obtained by visiting Congoleum's
Web site at

  http://www.congoleum.com/investor_relations/investor_1.shtml

Congoleum Corporation is a leading manufacturer of resilient
flooring, serving both residential and commercial markets. Its
sheet and tile products are available in a wide variety of designs
and colors, and are used in remodeling, manufactured housing, new
construction and commercial applications. The Congoleum brand name
is recognized and trusted by consumers as representing a company
that has been supplying attractive and durable flooring products
for over a century.


DIRECTV LATIN: Exclusivity Extension Hearing Set for November 12
----------------------------------------------------------------
Joel A. Waite, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, relates that DirecTV Latin America, LLC, the
Creditors' Committee and Hughes Electronics Corporation continue
to engage in negotiations with respect to the terms of a
consensual plan of reorganization.  The parties agree that it
would be productive to the plan formulation process and the
Chapter 11 Case generally to further extend the Exclusive Periods.

Thus, the Debtor, Committee and Hughes ask the Court to extend
the Exclusive Proposal Period to November 12, 2003 and the
Exclusive Solicitation Period to January 12, 2004.

The Court will convene a hearing on November 12, 2003 to consider
the Debtor's request.  By application of Del.Bankr.LR 9006-2, the
Debtor's exclusive filing period is automatically extended
through the conclusion of that hearing.  (DirecTV Latin America
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


EDISON INT'L: Utility Reform's Petition for Rehearing Nixed
-----------------------------------------------------------
On October 22, 2003, the California Supreme Court denied the
petition of The Utility Reform Network for rehearing of an
August 21, 2003 decision that concluded that the settlement
agreement between Southern California Edison Company and the
California Public Utilities Commission did not violate California
law.

The August 21 decision of the California Supreme Court was issued
in response to questions certified to it by the United States
Court of Appeals for the Ninth Circuit.  The matter will now
return to the Ninth Circuit for final disposition, subject to any
efforts by TURN to pursue further federal appeals.

                          Background

In October 2001, SCE and the CPUC entered into a settlement of
SCE's federal district court lawsuit against the CPUC, which
sought a ruling that SCE was entitled to full recovery of certain
procurement-related costs.  TURN and other parties appealed to the
Ninth Circuit seeking to overturn the stipulated judgment of the
district court that approved the settlement agreement.

On September 23, 2002, the Ninth Circuit issued an opinion that
affirmed the district court on all claims, with the exception of
challenges founded upon California state law.  The Ninth Circuit
issued a separate order certifying those issues in question form
to the California Supreme Court.

In its decision on August 21, 2003, the California Supreme Court
concluded that the settlement agreement between SCE and the CPUC
did not violate California law in any of the respects raised by
the certified questions from the Ninth Circuit.  On September 8,
2003, TURN filed a petition for rehearing of the California
Supreme Court's decision.  On October 22, 2003, the California
Supreme Court issued its order denying the petition for rehearing.

The settlement agreement allowed SCE to recover $3.6 billion of
past procurement-related costs through a regulatory balancing
account known as the PROACT.  The recovery of the past
procurement-related costs was completed by July 31, 2003.  On
October 14, 2003, the CPUC's Energy Division notified SCE that the
division completed its final review of PROACT accounting and
eliminated the PROACT account effective August 14, 2003.


ENRON CORP: ENA Agrees to Allow Faulconer's $7MM Unsecured Claim
----------------------------------------------------------------
In a Court-approved Stipulation, Enron North America and Faulconer
agree that Faulconer will have:

   -- an allowed general unsecured claim against ENA for
      $7,153,366; and

   -- a deemed allowed general unsecured claim against Enron
      Corp. in respect of the Enron Corp. Guarantee for
      $7,153,366.

However, the Enron Guarantee Claim will be treated as similarly
situated guarantee claims under any plan of reorganization and
provided that in no event will Faulconer receive an aggregate
distribution on account of the ENA Claim and the Enron Claim in
an amount, or of a value, greater than $7,153,366. (Enron
Bankruptcy News, Issue No. 84; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


EXIDE TECHNOLOGIES: Names Members to Reorganized Exide's Board
--------------------------------------------------------------
In compliance with Section 1129(a)(5)(A)(i) of the Bankruptcy
Code, James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., in Wilmington, Delaware, informs the
Court that these individuals will serve as directors of
Reorganized Exide Technologies after the confirmation of the
Debtors' Plan:

   (1) Craig Muhlhauser,
   (2) Todd Arden,
   (3) Jeff Aronson,
   (4) Steve Deckoff,
   (5) Michael Diament,
   (6) Andre Laus, and
   (7) Levoyd Robinson.

Mr. O'Neill also discloses that Stuart Kupinsky will serve as
director to:

   (a) Reorganized Exide Delaware, LLC,
   (b) Reorganized Exide Illinois, Inc.,
   (c) Reorganized RBD Liquidation, LLC,
   (d) Reorganized Dixie Metals Company, and
   (e) Reorganized Refined Metals Corporation.

All officers of the Reorganizing Debtors immediately before Plan
confirmation will continue to serve in their capacities after the
Confirmation Date. (Exide Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


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

     Prudential Equity Group Technology Conference
     New York, NY
     Wednesday, October 29, 2003
     Time:  11:40 a.m. Local Event Time
     Presenter:  Duncan Potter, vice president of marketing

Interested parties can view these events on the Internet by
visiting:

http://www.extremenetworks.com/aboutus/investor/calendar.asp

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


EXTREME NETWORKS: Robert L. Corey Joins Board of Directors
----------------------------------------------------------
Extreme Networks, Inc. (Nasdaq: EXTR), a leader in Ethernet
networking, announced that Robert (Bob) L. Corey, has joined the
Company's Board of Directors.

Corey has an extensive background in finance and has served as
Chief Financial Officer for leading technology companies,
including, Documentum, Inc. and Emulex Corp.

Corey, who currently sits on multiple boards for technology
companies, such as Documentum and iManage, will serve as Chairman
of Extreme Networks' Audit Committee.

"Bob's financial expertise is a valuable addition to Extreme
Networks' Board of Directors," said Gordon Stitt, president and
CEO of Extreme Networks. "Along with the other board members, he
will play a key role in guiding the Company in many governance and
strategy topics and will help shape our direction as we progress
to the next level."

Corey began his 27-year finance career at Arthur Andersen.  He has
served as a senior financial executive for a variety of hardware
and software companies, both public and private.  He was
controller at Ashton-Tate/Borland International, and Chief
Financial Officer at Emulex and MTI Technology Corp. Corey also
held the Chief Financial Officer position for Thor Technologies,
Inc., Primavera Systems and Forte Software, Inc.

Corey received a B.A., Business Administration from California
State University, Fullerton.  He is also a Certified Public
Accountant.

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


FEDERAL-MOGUL CORP: Asbestos PD Committee Appointment Sought
------------------------------------------------------------
Jacksonville College asks the Court to direct the United States
Trustee to appoint an official committee of asbestos property
damage claimants, in the bankruptcy cases involving Federal-Mogul
Corporation and its debtor-affiliates.

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod
LLP, in Miami, Florida, explains that no other official creditors
committee in these cases has acknowledged that it owes a
fiduciary duty to property damage claimants, leaving a substantial
and far-flung constituency to vie for its own piece of the pie
without any formal representation in these cases.

Jacksonville College, among others, once asked the U.S. Trustee
to appoint a PD Committee pursuant to Section 1102(a)(1)3 of the
Bankruptcy Code.  Despite a seemingly positive response from the
U.S. Trustee over one month ago, no action has been taken thus
far.  Jacksonville College is concerned that the Debtors'
bankruptcy cases are quickly approaching a critical juncture, as
a reorganization plan that purportedly has the support of the
Official Committee of Unsecured Creditors and the Official
Committee of Asbestos Personal Injury Claimants was filed in
March 2003, with absolutely no input whatsoever from holders of
PD Claims.

Mr. Baena relates that PD Claims against the Debtors have
principally arisen from three segments of the business of T&N
Limited, a wholly owned subsidiary of Federal Mogul Corporation.
T&N was engaged in the manufacture and sale of an asbestos
product known as Sprayed Limpet Asbestos.  The Limpet process of
spraying a mixture of asbestos and cement onto surfaces --
initially for thermal and acoustical insulation, later also for
fire protection -- was invented in England in the early 1930s by
a T&N subsidiary known as J.W. Roberts.  Over the ensuing
decades, manufacturing Limpet for the patented Limpet process of
spraying asbestos onto surfaces became the principal business of
that subsidiary.

From 1934 to 1962, T&N was also the owner of a Pennsylvania
corporation known as Keasbey & Mattison Company.  T&N purchased a
majority of Keasbey's shares in 1934 and the balance by 1938.
Keasbey sold a wide variety of asbestos-containing materials,
including Limpet, textiles, insulation, and pipe throughout the
U.S. between 1934 and 1962.

T&N also brokered raw asbestos fiber.  Beginning in the late
1920s, T&N began to acquire asbestos mines or mining interests
and, between 1932 and the late 1970s, supplied raw fiber to
various U.S. manufacturing companies.

By the Claims Bar Date, Mr. Baena reports that:

   -- over 2,000 PD Claims, representing hundreds of millions of
      dollars of claims or more were filed against the Debtors;

   -- at least 800 different entities filed a PD Claim, with many
      entities filing multiple claims;

   -- at least 10 PD Claimants filed over 10 PD Claims; and

   -- at least 700 PD Claimants appear to have filed claims
      without counsel.

On December 21, 2001, Mr. Baena recounts that Lon Morris College
filed a request seeking the appointment of an Asbestos PD
Committee.  After full briefing and argument on the Original
Motion, the Court denied Lon Morris' request and intoned that,
"wouldn't it better to stage this so that we have a property
damage bar date and then see how many claims there are, and then
we see whether we need a committee."  At a February 26, 2002
hearing, the U.S. Trustee recognized that, "[t]ypically if there
were only five or six creditors in a case, there wouldn't be a
committee."

"Without question, the breadth and diversity of the PD Claims
warrants the formation of a PD Committee," Mr. Baena says.

Mr. Baena notes that in all but one bankruptcy case in which both
asbestos PI Claims and PD Claims of any consequence are at issue,
separate committees were formed to represent the interests of PI
and PD Claimants.  Mr. Baena cites In re Armstrong World
Industries, Inc. (Case No. 00-04471, District of Delaware); In re
USG Corp. (Case No. 01-02094, District of Delaware); In re W.R.
Grace & Co., et al. (Case No. 01-01139, District of Delaware);
and In re The Celotex Corporation (Case Nos. 90-10016-8BI and 90-
10017-8BI, Middle District of Florida, Tampa Division).  In the
case of United States Mineral Products Company (Case No. 01-
02471), a joint asbestos committee has been formed to represent
asbestos claimants' interests.  Due to the limited assets of the
debtor in comparison to its liabilities, only one asbestos
committee was constituted.

                 Prejudice Caused to PD Claimants

Mr. Baena maintains that the U.S. Trustee likely did not appoint
any asbestos PD Claimants to serve on the PI Committee because he
was personally aware from experience in the other asbestos
bankruptcy cases pending in Delaware of the divergent issues that
exist between asbestos PI and PD Claimants and their inability to
function within a single committee.  Moreover, the PI Committee
has engaged the same counsel that presently represents the
official asbestos personal injury committees in each asbestos
case pending in Delaware in which such a committee was appointed,
as well as a multitude of other cases pending elsewhere.  As a
result, the counsel's professional responsibility prevents it
from advancing the interests of any constituency other than PI
Claimants.  Most importantly, counsel for the PI Committee has
expressly stated that the PI Committee does not and will not
represent the interests of PD Claimants.

Mr. Baena also notes that the counsel for the Commercial
Creditors' Committee apprised the Court that, based on the
Debtors' advice, it did not believe that PD Claims would be
allowed in these cases.

The bias and prejudice against PD Claimants is best demonstrated
by the circumstances surrounding the negotiation of the Plan and
the agreements reached on the terms of the Plan, according to Mr.
Baena.  At the hearing on Lon Morris' request, Peter Wolfson, the
Creditors' Committee's counsel, advised the Court that Professor
Francis McGovern had begun discussions with certain non-Committee
bondholders regarding a reorganization plan and that Professor
McGovern had also begun discussions with the Creditors' Committee.
However, rather than attempt to include PD Claimants in the Plan
negotiations, the Creditors' Committee and the PI Committee argued
against the appointment of a PD Committee in a patent attempt to
disenfranchise PD Claimants.  Mr. Baena contends that the lack of
inclusion of PD Claimants in the negotiation of the Plan by the
Commercial Committee and the PI Committee continued despite the
Court's rumination that both Committees owe a fiduciary duty to PD
Claimants.  Even the Debtors' counsel indicated at the February
26, 2002 hearing, "[t]he only other thing I would point out is I
appreciate you finding, in the interim, that at least one or more
of the committees does have a fiduciary duty to them [PD
Claimants] and they have that audience to speak to."  To which the
Court responded, "I don't think there was any question about it."

Mr. Baena informs the Court that Jacksonville College's asbestos
trial counsel, Martin Dies, Esq., in Orange, Texas, is
preeminently qualified to serve as its designee on a PD committee
in these cases.  The involvement of the counsel would have a
meaningful, positive impact on the Debtors' reorganization.
Jacksonville College's asbestos counsel is among the most
experienced PD trial lawyers in the nation and has participated
extensively in every asbestos bankruptcy case which has
implicated PD Claims.  Mr. Dies has served as:

   (a) co-chair of the NGC Asbestos Property Damage Committee and
       as a member of the Negotiating Subcommittee, which
       negotiated NGC's confirmed reorganization plan;

   (b) the primary draftsperson for the NGC Property Damage
       Asbestos Claims Resolution Procedures, which procedures
       have since served as a model for claims resolution
       facilities in other asbestos bankruptcies;

   (c) a member of the post-confirmation Property Damage Advisory
       Committee in the Celotex bankruptcy;

   (d) the chair of the Official Committee of Asbestos Property
       Damage Claimants of US Gypsum;

   (e) a member of the Official Committee of Asbestos Property
       Damage Claimants of W.R. Grace; and

   (f) a member of the Asbestos Claimants Committee of US Mineral
       Products.

                   Official Committees Object

The Official Committee of Unsecured Creditors asserts that an
asbestos property damage claimants' committee is neither
necessary nor appropriate.  The Creditors' Committee explains
that the existing official committees represent the interests of
all unsecured creditors.  The Creditors' Committee represents the
interests of all unsecured non-asbestos personal injury
claimants.  This includes trade creditors, litigation claimants,
holders of rejection damage claim as well as asbestos property
damage claimants.

The Committee also asserts that the consensual reorganization
plan the Debtors filed does not discriminate against asbestos
property damage claimants.  The Plan provides the asbestos
property damage claimants with the same treatment afforded
against other general unsecured creditors, excluding asbestos
personal injury claimants.

It is also inappropriate to form an additional committee this
late in the proceedings.  The Debtors' cases have been pending
for more than two years.  The deadline for filing asbestos
property damage claims passed more than seven months ago.  Since
then, the Debtors and the official creditor constituencies have
filed the Plan and a draft disclosure statement.  To appoint
another committee at this point would unnecessarily disrupt the
current plan process.  It would be costly and duplicative of the
time and effort of the committees in these cases to date.

The Creditors' Committee notes that it has always been willing to
discuss matters with the property damage claimants subject to
appropriate confidentiality restrictions.  The Creditors'
Committee is also willing to have a property damage claimant
added to the Committee.

Charlene D. Davis, Esq., at The Bayard Firm, in Wilmington,
Delaware, informs the Court that the Creditors' Committee made
this offer to the Office of the U.S. Trustee this past summer
after one member resigned.  The U.S. Trustee, however, did not
accept the offer.  Nevertheless, the offer remains open.

The Official Committee of Asbestos Personal Injury Claimants
supports the Creditors Committee's arguments. (Federal-Mogul
Bankruptcy News, Issue No. 44; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FRIENDLY ICE CREAM: Capital Sufficient to Meet Current Cash Need
----------------------------------------------------------------
Friendly Ice Cream Corporations' total revenues increased $5.0
million, or 1.1%, to $444.7 million for the nine months ended
September 28, 2003 from $439.7 million for the same period in
2002.

Restaurant revenues increased $2.8 million, or 0.8%, to $353.8
million for the nine months ended September 28, 2003 from $351.0
million for the same period in 2002. Record snowfall during the
first quarter of the current year and increased rainfall during
the second and third quarters of the current year had an
unfavorable impact on restaurant revenues when compared to the
prior year. Comparable company-owned restaurant revenues increased
1.9% from the 2002 period to the 2003 period as increases occurred
in all dayparts except breakfast, which decreased. Operating days
in comparable operating units during the 2003 period were reduced
by 0.2% due to construction period closings associated with the
Company's re-imaging program.  Twenty-six locations were re-imaged
during the nine months ended September 28, 2003. The opening of
one new restaurant in June 2003 increased restaurant revenues by
$0.6 million. The closing of 14 locations over the past 21 months
resulted in a $3.6 million decline in restaurant revenues in the
2003 period as compared to the 2002 period. Foodservice (product
sales to franchisees and retail customers) revenues increased by
$2.1 million, or 2.6%, to $83.4 million for the nine months ended
September 28, 2003 from $81.3 million for the same period in 2002.
Franchised restaurant product revenues and sales to foodservice
retail supermarket customers increased by $0.4 million and $1.7
million, respectively.  Case volume in the Company's retail
supermarket business increased by 3.6% for the nine-months ended
September 28, 2003 when compared to the same period in 2002.
Franchise royalty and fee revenues increased $0.2 million, or
2.6%, to $7.5 million for the nine months ended September 28, 2003
compared to $7.3 million for the same period in 2002. Royalties on
franchised sales increased $0.4 million, or 6.9%, as comparable
franchised restaurant revenues grew 4.9% from the 2002 period to
the 2003 period. Initial franchise fees associated with transfers
of existing franchised locations and forfeited development fees
were lower by $0.2 million in the 2003 period when compared to the
2002 period.  Declines in rental income for subleased locations
were offset by $0.3 million received in the 2003 period pursuant
to an agreement releasing Davco from all obligations and
guarantees related to certain leases associated with franchised
locations. There were 161 and 162 franchise units open at
September 28, 2003 and September 29, 2002, respectively.

Cost of sales increased $1.6 million, or 1.1%, to $157.7 million
for the nine months ended September 28, 2003 from $156.1 million
for the nine months ended September 29, 2002. Cost of sales as a
percentage of total revenues was 35.5% for the nine months ended
September 28, 2003 and September 29, 2002. Higher cream prices in
the 2003 period when compared to the 2002 period and a shift in
sales mix from Company-owned restaurant sales to foodservice sales
were offset by an improvement in restaurant food cost controls and
efficiencies in the Company's manufacturing facility. Foodservice
sales to franchisees and retail supermarket customers have a
higher food cost as a percentage of revenue than sales in Company-
owned restaurants to restaurant patrons. Foodservice retail sales
promotional allowances, recorded as offsets to revenues, were
approximately the same percentage of gross retail sales in both
periods. The Company expects that cream prices will be higher in
the fourth quarter of 2003 when compared to the same period in
2002. Restaurant cost of sales as a percentage of restaurant
revenues decreased to 26.8% for the nine months ended September
28, 2003 from 27.2% for the same period in 2002. The decrease in
the 2003 period when compared to the 2002 period was in part due
to an improvement in food cost controls in the current period.

The cost of cream, the principal ingredient used in making ice
cream, affects cost of sales as a percentage of total revenues,
especially in foodservice's retail business. A $0.10 increase in
the cost of a pound of AA butter adversely affects the Company's
annual cost of sales by approximately $1.1 million, which may be
offset by a price increase or other factors. To minimize risk,
alternative supply sources continue to be pursued. However, no
assurance can be given that the Company will be able to offset any
cost increases in the future and future increases in cream prices
could have a material adverse effect on the Company's results of
operations.

Labor and benefits increased $3.7 million, or 3.0%, to $127.3
million for the nine months ended September 28, 2003 from $123.6
million for the same period in 2002. Labor and benefits as a
percentage of total revenues increased to 28.6% for the nine
months ended September 28, 2003 from 28.1% for the same period in
2002. As a percentage of restaurant revenues, labor and benefits
increased to 36.0% for the 2003 period from 35.3% in the 2002
period. The increase in labor and benefits as a percentage of
restaurant revenue was primarily due to higher workers
compensation costs, increased payroll taxes and a reduced
restaurant pension benefit in the 2003 period when compared to the
2002 period. Minimum staffing requirements during the breakfast
daypart have also had an adverse impact on labor costs in the
current period when compared to the same period in 2002. Revenue
increases derived from franchised locations and retail supermarket
customers, which do not have any associated restaurant labor and
benefits, reduced the impact of the higher restaurant benefits as
a percentage of total revenues.

Operating expenses increased $0.7 million, or 0.8%, to $85.1
million for the nine months ended September 28, 2003 from $84.4
million for the same period in 2002. Operating expenses as a
percentage of total revenues were 19.1% and 19.2% for the nine
months ended September 28, 2003 and September 29, 2002,
respectively. The increase in dollars resulted from higher
restaurant costs for snow removal, natural gas and advertising in
the 2003 period when compared to the 2002 period.

General and administrative expenses were $28.4 million and $26.6
million for the nine months ended September 28, 2003 and September
29, 2002, respectively. General and administrative expenses as a
percentage of total revenues increased to 6.4% for the nine months
ended September 28, 2003 from 6.1% for the same period in 2002.
The increase is primarily the result of salary merit increases,
higher employment recruitment costs for field management and
headquarters positions, increases in legal fees, higher severance
costs and a reduction in the pension benefit. Bonus expense was
lower in the 2003 period when compared to the same period in 2002.

Reduction of restructuring reserve was $0.4 million for the nine
month period ended September 29, 2002. The Company reduced the
restructuring reserve by $0.4 million during 2002 since the
reserve exceeded estimated remaining payments.

Write-downs of property and equipment were $26 thousand and $0.4
million for the nine month periods ended September 28, 2003 and
September 29, 2002, respectively, primarily as a result of write-
downs of a vacant land parcel in both periods.

Depreciation and amortization decreased $2.4 million, or 12.6%, to
$16.8 million for the nine months ended September 28, 2003 from
$19.2 million for the same period in 2002. Depreciation and
amortization as a percentage of total revenues was 3.8% and 4.4%
in the 2003 and 2002 periods, respectively. The reduction reflects
the decline in depreciation expense associated with certain
purchased software at the Company's headquarters and fully
depreciated restaurant equipment.

The loss on disposals of other property and equipment, net, was
$1.5 million and $0.5 million for the nine months ended September
28, 2003 and September 29, 2002, respectively. The loss in the
nine month period in 2003 primarily resulted from disposals
related to the remodeling of restaurants and the replacement of
inoperative equipment. The loss during the nine month period in
2002 primarily resulted from the sale of idle land and four closed
locations.

Interest expense, net of capitalized interest and interest income,
decreased by $0.6 million, or 2.8%, to $18.2 million for the nine
months ended September 28, 2003 from $18.8 million for the same
period in 2002. The decrease was primarily the result of the
decrease in the average outstanding debt in the 2003 period
compared to the 2002 period and lower interest rates. Total
outstanding debt, including capital lease and finance obligations,
was reduced from $239.3 million at September 29, 2002 to $235.2
million at September 28, 2003.

The provision for income taxes was $2.7 million, or 28.0%, for the
nine months ended September 28, 2003. At this time, the Company
estimates that the effective tax rate for 2003 will be 28.0%. The
provision for income taxes was $3.6 million, or 34.0%, for the
nine months ended September 29, 2002. The rate in 2002 was reduced
in the subsequent quarter as tax credits and changes to state
valuation allowances reduced the rate. The tax rate for the 2002
fiscal year was 24.0%.

Net income was $6.9 million for the nine months ended
September 28, 2003 and September 29, 2002.

                   Liquidity and Capital Resources

The Company's primary sources of liquidity and capital resources
are cash generated from operations and, if needed, borrowings
under its revolving credit facility. Net cash provided by
operating activities was $22.9 million for the nine months ended
September 28, 2003. During the nine months ended September 28,
2003, inventory decreased by $1.9 million primarily due to high
quantities of purchased frozen goods on hand in December 2002 in
preparation for the January 2003 marketing event. Other assets
increased $1.7 million primarily as a result of restricted cash of
$1.9 million. There was no restricted cash as of December 29, 2002
as this requirement was satisfied with a letter of credit.
Accounts payable, trade decreased by $1.3 million primarily as a
result of decreased inventory purchases and the timing of rent
payments. Accrued expenses and other long-term liabilities
decreased $4.1 million as a result of $3.7 million of payments
made for accrued construction costs, $4.3 million of corporate and
restaurant bonus payments and a reduction of $0.9 million in the
gift card liability as a result of redemptions of holiday gift
cards sold. These decreases were partially offset by higher
accrued interest of $4.7 million due to the timing of interest
payment dates.

Additional sources of liquidity consist of capital and operating
leases for financing leased restaurant locations (in malls and
shopping centers and land or building leases), restaurant
equipment, manufacturing equipment, distribution vehicles and
computer equipment.  Additionally, sales of under-performing
existing restaurant properties and other assets (to the extent
FICC's and its subsidiaries' debt instruments permit) are sources
of cash. The amount of debt financing that FICC will be able to
incur is limited by the terms of its New Credit Facility and
Senior Notes Indenture.

Net cash used in investing activities was $21.2 million for the
nine months ended September 28, 2003. Capital expenditures for
restaurant operations were approximately $17.9 million for the
nine months ended September 28, 2003.

The Company had working capital of $2.4 million as of September
28, 2003. The working capital needs of companies engaged in the
restaurant industry are generally low and as a result, restaurants
are frequently able to operate with a working capital deficit
because: (i) restaurant operations are conducted primarily on a
cash (and cash equivalent) basis with a low level of accounts
receivable; (ii) rapid turnover allows a limited investment in
inventories; and (iii) cash from sales is usually received before
related expenses for food, supplies and payroll are paid.

In December 2001, the Company completed a financial restructuring
plan which included the repayment of the $64.5 million outstanding
under the Old Credit Facility and the repurchase of approximately
$21.3 million in Senior Notes with the proceeds from $55.0 million
in long-term mortgage financing and a $33.7 million sale and
leaseback transaction. In addition, FICC secured a new $30.0
million revolving credit facility of which up to $20.0 million is
available to support letters of credit. The $30.0 million
commitment less outstanding letters of credit is available for
borrowing to provide working capital and for other corporate
needs. As of September 28, 2003, $16.9 million was available for
additional borrowings under the New Credit Facility, total letters
of credit outstanding were approximately $13.1 million and there
were no revolving credit loans outstanding.

Three new limited liability corporations were organized in
connection with the Mortgage Financing. Friendly Ice Cream
Corporation is the sole member of each LLC. FICC sold 75 of its
operating Friendly's restaurants to the LLCs in exchange for the
proceeds from the Mortgage Financing. Promissory notes were issued
for each of the 75 properties. Each LLC is a separate entity with
separate creditors which will be entitled to be satisfied out of
such LLC's assets. Each LLC is a borrower under the Mortgage
Financing.

The Mortgage Financing has a maturity date of January 1, 2022 and
is amortized over 20 years. Interest on $10 million of the
original $55 million from the Mortgage Financing is variable and
is the sum of the 30-day LIBOR rate in effect (1.12% at September
28, 2003) plus 6% on an annual basis. Changes in the interest rate
are calculated monthly and recognized annually when the monthly
payment amount is adjusted. Changes in the monthly payment amounts
owed due to interest rate changes are reflected in the principal
balances which are re-amortized over the remaining life of the
mortgages. The remaining $45 million of the original $55 million
from the Mortgage Financing bears interest at a fixed annual rate
of 10.16%. Each promissory note may be prepaid in full. The
variable rate notes are subject to prepayment penalties during the
first five years. The fixed rate notes may not be prepaid without
the Company providing the note holders with a yield maintenance
premium.

The Mortgage Financing requires the Company to maintain a fixed
charge coverage ratio, as defined, of at least 1.10 to 1 and each
LLC to maintain a fixed charge coverage ratio, as defined, on an
aggregate restaurant basis of at least 1.25 to 1, in each case
calculated as of the last day of each fiscal year. The Company is
in compliance with these covenants.

The New Credit Facility is secured by substantially all of the
assets of FICC and two of its six subsidiaries, Friendly's
Restaurants Franchise Inc. and Friendly's International Inc. These
two subsidiaries also guaranty FICC's obligations under the New
Credit Facility. The New Credit Facility was amended on December
27, 2002 to extend the maturity date to December 17, 2005. As of
September 28, 2003, there were no revolving credit loans
outstanding.

The revolving credit loans bear interest at the Company's option
at either (a) the Base Rate plus the applicable margin as in
effect from time to time (6.50% at September 28, 2003) or (b) the
Eurodollar rate plus the applicable margin as in effect from time
to time (5.55% at September 28, 2003).

As of September 28, 2003 and December 29, 2002, total letters of
credit outstanding were approximately $13.1 million and $14.6
million, respectively. During the nine months ended September 28,
2003 and September 29, 2002, there were no drawings against the
letters of credit.

The New Credit Facility has an annual "clean-up" provision which
obligates the Company to repay in full all revolving credit loans
on or before September 30 (or, if September 30 is not a business
day, as defined, then the next business day) of each year and
maintain a zero balance on such revolving credit for at least 30
consecutive days, to include September 30, immediately following
the date of such repayment.

The New Credit Facility includes certain restrictive covenants
including limitations on indebtedness, restricted payments such as
dividends and stock repurchases and sales of assets and of
subsidiary stock. Additionally, the New Credit Facility limits the
amount which the Company may spend on capital expenditures,
restricts the use of proceeds, as defined, from asset sales and
requires the Company to comply with certain financial covenants.
The Company is in compliance with these covenants.

In connection with the Refinancing Plan, in December 2001 the
Company entered into and accounted for the Sale/Leaseback
Financing, which provided approximately $33.7 million of
proceeds to the Company. The Company sold 44 properties operating
as Friendly's Restaurants and entered into a master lease with the
buyer to lease the 44 properties for an initial term of 20 years.
There are four five-year renewal options and lease payments are
subject to escalator provisions every five years based upon
increases in the Consumer Price Index.

The $200 million Senior Notes issued in November 1997 are
unsecured senior obligations of FICC, guaranteed on an unsecured
senior basis by FICC's Friendly's Restaurants Franchise, Inc.
subsidiary, but are effectively subordinated to all secured
indebtedness of FICC, including the indebtedness incurred under
the New Credit Facility. The Senior Notes mature on December 1,
2007. Interest on the Senior Notes is payable at 10.50% per annum
semi-annually on June 1 and December 1 of each year. In connection
with the Refinancing Plan, FICC repurchased approximately $21.3
million in aggregate principal amount of the Senior Notes for
$17.0 million. On July 3, 2003, the Company obtained a limited
waiver to the New Credit Facility to allow the Company to
repurchase certain of the Senior Notes in an amount up to $3.0
million, subject to certain conditions. In July 2003, FICC
repurchased approximately $2.7 million in aggregate principal
amount of the Senior Notes for approximately $2.8 million, the
then current market value.  The remaining $176.0 million of the
Senior Notes are redeemable, in whole or in part, at FICC's option
at redemption prices from 105.25% to 100.00%, based on
the redemption date.

The Company anticipates requiring capital in the future
principally to maintain existing restaurant and plant facilities
and to continue to renovate and re-image existing restaurants.
Capital expenditures for the remaining three months of 2003 are
anticipated to be $9.8 million in the aggregate, of which $6.5
million is expected to be spent on restaurant operations. The
Company's actual 2003 capital expenditures may vary from these
estimated amounts. The Company believes that the combination of
the funds anticipated to be generated from operating activities
and borrowing availability under the New Credit Facility will be
sufficient to meet the Company's anticipated operating
requirements, capital requirements and obligations associated with
the restructuring.


GCI HLDGS: S&P Assigns BB+ Rating to $220 Million Bank Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' bank loan
rating to the proposed $220 million senior secured credit
facilities of GCI Holdings Inc., a wholly owned subsidiary of
Anchorage, Alaska-based telecommunications and cable television
service provider GCI Inc. Upon closing, the proposed facilities
will replace the existing $225 million credit facilities at GCI
Holdings. Simultaneously, Standard & Poor's affirmed its ratings,
including the 'BB' corporate credit rating, on GCI. The outlook
remains negative. Total debt was about $400 million at
June 30, 2003.

The proposed bank facilities, comprising a $170 million term loan
and a $50 million revolver, are rated one notch above the
corporate credit rating. Based on a conservative valuation of
$2,000 per subscriber for each of the approximately 135,000
subscribers at Sept. 30, 2003, the value of the company's cable
television business alone provides strong likelihood of full
recovery of principle under a fully drawn basis.

"Despite a fairly moderate financial risk profile, GCI has a
substantial degree of business risk that results from a
significant exposure to the highly competitive telecommunications
business, partially offset by its well-positioned cable television
business," said Standard & Poor's credit analyst Michael Tsao. GCI
derives about 50% of its revenues and 40% of its EBITDA from
providing commodity-like long-distance and competitive local
exchange services in the small Alaskan market (with a population
of about 630,000).

Liquidity is adequate given that GCI does not have significant
debt maturities through 2007 and is projected to generate free
cash flows. The company had about $18 million of cash at June 30,
2003. This and the $50 million revolver provide a limited cushion
against execution risks. GCI has a degree of headroom under all
bank covenants despite the total leverage and senior secured
leverage covenants becoming more restrictive annually.

GCI primarily provides telecommunications and cable television
services in Alaska. In telecommunications, the company has been
providing long-distance service since 1982 and local service since
1997 through a combination of owned facilities (switches and
undersea fiber links) and leased local loops. It has acquired
significant market share due to aggressive marketing and use of
bundled services. The cable television business is the dominant
provider of video and broadband services in Alaska. Future growth
in this business will likely come from greater penetration of
cable modem and digital cable services, and the introduction of
cable telephony over the longer term.


GENSCI ORTHOBIOLOGICS: Completes Merger Transaction with IsoTis
---------------------------------------------------------------
IsoTis (ISON: SWX/Euronext) is proud to announce the full
completion of the merger between IsoTis S.A. and GenSci
OrthoBiologics Inc. (GNS: TSX).  This marks the creation of a new
global contender in the rapidly growing field of OrthoBiologics.

With the combination of the two companies' sales and marketing
functions and the integration of R&D virtually complete, IsoTis
now stands well positioned towards establishing itself as a world
market leader in OrthoBiologics, the fastest growing segment of
the US$16 billion orthopedics market.

The OrthoBiologics sector, driven in large part by an aging,
increasingly active population, is expected to keep growing at
double digit percentages for the next several years.  IsoTis
OrthoBiologics combines considerable expertise in natural bone
grafts, synthetic bone graft substitutes, carrier technologies and
growth factors.

IsoTis has 6 leading edge products on the market, 9 more in the
near to medium term pipeline and a focused, clearly defined
longer-term research and product development program.  The
independent distribution network of 400 sales representatives
provides a solid foundation for future top line North American
growth, while a full product offering of leading edge technologies
will help fuel the vigorous expansion of the highly fragmented,
relatively underdeveloped European and international markets.

As previously stated, in light of recent revenue growth and market
penetration trends of the company's products, management expects
that full-year 2003 sales of IsoTis OrthoBiologics will slightly
exceed 2002 combined sales of US$ 23 million.  Management expects
IsoTis OrthoBiologics to become cash-flow break-even and
profitable during 2005.

Jacques Essinger, CEO of IsoTis OrthoBiologics said: "We are
delighted at the completion of the merger.  The opportunities for
the company and its shareholders are significant.  We have a
strong product range on the market with substantial distribution
power; we have a near-term pipeline and the development expertise
to keep introducing new orthobiologics solutions; we have access
to one of the world's largest research groups in our field to fuel
long-term growth; and we have the organization and the financial
resources to put the company on a steep growth curve in the years
to come."

IsoTis OrthoBiologics -- IsoTis OrthoBiologics was created in Q4
2003 through the merger of GenSci OrthoBiologics, a US-based
orthobiology company, and IsoTis SA, a Swiss-Dutch biomedical
company.  The company operates out of its corporate headquarters
in Lausanne, Switzerland, and its facilities in Bilthoven, The
Netherlands and in Irvine, California, US. IsoTis OrthoBiologics
has approximately 150 employees, a product portfolio with 6
orthobiology products on the market and 9 in development, pro-
forma product sales of US$ 23 million in 2002, and is traded under
the symbol "ISON" on both the Official Market Segment of Euronext
Amsterdam, and the Main Board of the Swiss Exchange.


GLOBAL CROSSING: Will Provide Conferencing Services to Marmon
-------------------------------------------------------------
Global Crossing announced an agreement with The Marmon Group,
Inc., to offer audio, video and Web conferencing services for use
by The Marmon Group's more than 100 member companies worldwide.

The Marmon Group is an association of more than 100 companies that
operate independently within diverse business sectors from
construction and transportation services to industrial, metal and
wire and cable products. Member companies employ about 30,000
people in 40 countries and operate more than 300 production
facilities. In 2002, Forbes magazine ranked The Marmon Group as
the 16th largest privately held company in the U.S.

"We chose Global Crossing as a conferencing provider for use by
any of our member companies around the world," said Jay Pursell,
director of computer services with The Marmon Group, Inc. "Global
Crossing's extensive worldwide reach through its Global 800
service and its latest iVideoconferencing offer provides us with
an ideal solution that will allow us to increase our productivity
and savings in the long-run."

iVideoconferencing is Global Crossing's latest enhanced
videoconferencing offer that delivers increased video quality,
reliability, global reach and cost efficiencies. With
iVideoconferencing, international customers experience fewer
temporary disconnects achieved by placing ISDN calls directly on
the private Global Crossing IP backbone network rather than the
public switched telephone network (PSTN). This delivers customers
increased video quality without having to upgrade their existing
end-point video equipment or infrastructure.

"The benefits of our new iVideoconferencing offer provide The
Marmon Group with increased productivity, video quality and
significant cost savings," said Neil Barua, vice president of
conferencing with Global Crossing. "More and more companies like
Marmon are discovering the Global Crossing customer experience
which truly differentiates us in the conferencing marketplace."

Global Crossing's conferencing services are built around a
streamlined global service delivery model that offers customers
easy-to-use conferencing and collaboration tools that increase
efficiency and productivity. Premier dedicated customer service is
provided from state-of-the-art network operations centers (NOCs)
and call centers worldwide on a 24-hour basis, seven days a week.

Many of Global Crossing's voice, data and video services are
delivered worldwide, via its IP network, which provides
connectivity to 200 cities in more than 27 countries. Global
Crossing's Tier 1 IP backbone leverages a single autonomous system
number with multiprotocol label switching traffic engineering to
deliver the minimum number of hops, for the fastest transmission
speeds worldwide.

Ready-Access(R) is Global Crossing's easy-to-use, on-demand,
reservationless audio conferencing suite that has recently been
expanded to include Ready-Access(R) Global "800" and Ready-Access
Web Meeting. Ready-Access(R) Global "800" service allows users to
access global toll-free numbers for Ready-Access conferences from
key international business locations. Ready-Access Web Meeting,
recently enhanced with several user-friendly features, is an on-
demand Web-based conferencing service that enables users to share
images online and record them synchronized to audio portions of
meetings. Global Crossing's video conferencing is available over
traditional ISDN lines as well as video-over-IP, providing
superior video quality.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches 27
countries and more than 200 major cities around the globe. Global
Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.

On January 28, 2002, Global Crossing Ltd. and certain of its
subsidiaries (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York (Bankruptcy Court) and
coordinated proceedings in the Supreme Court of Bermuda (Bermuda
Court). On the same date, the Bermuda Court granted an order
appointing joint provisional liquidators with the power to oversee
the continuation and reorganization of the Bermuda-incorporated
companies' businesses under the control of their boards of
directors and under the supervision of the Bankruptcy Court and
the Bermuda Court. Additional Global Crossing subsidiaries
commenced Chapter 11 cases on April 23, August 4 and August 30,
2002, with the Bermuda incorporated subsidiaries filing
coordinated insolvency proceedings in the Bermuda Court. The
administration of all the cases filed subsequent to Global
Crossing's initial filing on January 28, 2002 has been
consolidated with that of the cases commenced on January 28, 2002.
Global Crossing's Plan of Reorganization, which was confirmed by
the Bankruptcy Court on December 26, 2002, does not include a
capital structure in which existing common or preferred equity
will retain any value.

On November 18, 2002, Asia Global Crossing Ltd., a majority-owned
subsidiary of Global Crossing, and its subsidiary, Asia Global
Crossing Development Co., commenced Chapter 11 cases in the United
States Bankruptcy Court for the Southern District of New York and
coordinated proceedings in the Supreme Court of Bermuda, both of
which are separate from the cases of Global Crossing. Asia Global
Crossing has announced that no recovery is expected for Asia
Global Crossing's shareholders. Asia Netcom, a company organized
by China Netcom Corporation (Hong Kong) on behalf of a consortium
of investors, has acquired substantially all of Asia Global
Crossing's operating subsidiaries except Pacific Crossing Ltd., a
majority-owned subsidiary of Asia Global Crossing that filed
separate bankruptcy proceedings on July 19, 2002. Global Crossing
no longer has control of or effective ownership in any of the
assets formerly operated by Asia Global Crossing.

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


GUESS? INC: Third-Quarter Results Reflect Stronger Performance
--------------------------------------------------------------
Guess?, Inc. (NYSE: GES) reported its financial results for the
third quarter ended September 27, 2003.

                     Third Quarter Results

For the third quarter of 2003, the Company reported net earnings
of $6.7 million, or diluted earnings of $0.15 per share.  This
compares to adjusted net earnings of $0.8 million, or diluted
earnings of $0.02 per share, for the third quarter of 2002, which
excludes proceeds of $4.0 million, or $2.6 million net of tax,
from a litigation settlement.  Third quarter 2002 net earnings
under Generally Accepted Accounting Principles were $3.4 million,
or diluted earnings of $0.08 per share.

Total net revenue for the third quarter of 2003 increased 5.6% to
$166.7 million from $157.8 million in the third quarter of 2002.
The Company's retail stores, including those in Canada, generated
net revenues of $114.2 million in the 2003 third quarter, a 20.5%
increase from $94.8 million reported in the same period a year
ago.  Comparable store sales increased 13.2% during the third
quarter of 2003 from the year-ago period.  Net revenue from the
Company's wholesale segment decreased 16.6% to $42.4 million in
the third quarter of 2003 from $50.7 million in the same year-ago
period. Licensing segment net revenue decreased 17.5% to $10.1
million in the 2003 third quarter from $12.3 million in the third
quarter last year.  Licensing segment net revenue declined
primarily due to positive prior year licensee audit royalty
adjustments.

Carlos Alberini, President and Chief Operating Officer, commented,
"We are pleased with our solid financial performance in the third
quarter which is indicative of the positive trends underway at our
Company.  Our current product lines have been well received by our
customers, resulting in sales gains in our stores and good sell-
throughs in all channels.  During the period, we continued to
manage the business effectively, driving higher margins and
reducing expenses even as we continued to grow overall sales and
open new stores.  As a result of these efforts, all of our
business segments had a positive contribution to our operating
profit in the quarter."

                        Nine Months Results

For the nine months ended September 27, 2003, the Company reported
a net loss of $4.5 million, or a diluted loss per share of $0.10.
This compares to an adjusted net loss of $9.3 million, or a
diluted loss of $0.21 per share for the 2002 nine-month period,
which excludes the litigation settlement proceeds of $4.0 million,
or $2.6 million net of tax.  The net loss for the 2002 nine-month
period under GAAP was $6.7 million, or a diluted loss of $0.15 per
share.

Total net revenue increased 5.2% to $437.3 million in the 2003
nine-month period from $415.8 million in the same period in 2002.
The Company's retail stores, including those in Canada, generated
net revenue of $293.5 million for the first nine months of 2003,
an increase of 15.8% from $253.5 million for the same period last
year.  Comparable store sales increased 8.1% during the first nine
months of 2003 from the year-ago period.  Net revenue from the
Company's wholesale segment in the first nine months of 2003
declined by 13.8% to $114.9 million from $133.3 million in the
first nine months of 2002. Licensing segment net revenue for the
2003 nine-month period decreased slightly to $28.9 million from
$29.0 million for the nine-month period in 2002.

                October Retail Store Sales Outlook

The Company anticipates that October comparable store sales in its
retail stores will increase in the mid single digit range.  The
Company will release retail sales for the fiscal month of October
on November 5, 2003, after the market closes.

Guess?, Inc. (S&P, BB- Corporate Credit Rating, Negative) designs,
markets, distributes and licenses one of the world's leading
lifestyle collections of contemporary apparel, accessories and
related consumer products.


HINES HORTICULTURE: Schedules Q3 Conference Call for November 6
---------------------------------------------------------------
Hines Horticulture (NASDAQ:HORT), a leading operator of commercial
nurseries in North America, will hold its quarterly conference
call to discuss third quarter results on Thursday, November 6,
2003, at 4:45 p.m. Eastern Time (3:45 p.m. Central Time). If you
would like to access the call please dial 706-679-3389.

This call is being webcast by CCBN and can be accessed live at
Hines Horticulture's Web site at http://www.hineshorticulture.com
The call will be also be available for replay for 3 months at
http://www.hineshorticulture.com

The webcast is also being distributed over CCBN's Investor
Distribution Network to both institutional and individual
investors. Individual investors can listen to the call through
CCBN's individual investor center at www.fulldisclosure.com or by
visiting any of the investor sites in CCBN's Individual Investor
Network. Institutional investors can access the call via CCBN's
password-protected event management site, StreetEvents --
http://www.streetevents.com

Hines Horticulture (S&P, B+ Corporate Credit Rating, Stable
Outlook) is a leading operator of commercial nurseries in North
America, producing one of the broadest assortments of container
grown plants in the industry. Hines Horticulture sells nursery
products primarily to the retail segment, which includes premium
independent garden centers, as well as leading home centers and
mass merchandisers, such as Home Depot, Lowe's and Wal-Mart.


HORSEHEAD INDUSTRIES: Retiree Committee Taps Marcus & Shapiro
-------------------------------------------------------------
The Official Committee of Retired Employees appointed in Horsehead
Industries, Inc.'s Chapter 11 cases asks the U.S. Bankruptcy Court
for the Southern District of New York for approval to retain and
employ Marcus & Shapira LLP as counsel, nunc pro tunc to
September 18, 2003.

The Committee tells the Court that the employment aids to assist
the Debtor and the Secured Lender, who was funding the Debtor's
insolvent operations in terminating the health and life insurance
benefits of retirees, thereby limiting or eliminating an expense
then being funded by the Secured Lender.

The Committee has selected Marcus & Shapira as its counsel because
of its experience representing retirees and negotiating severance
and benefit packages in and outside of bankruptcy.

In its capacity, Marcus & Shapira will provide:

     a) the administration of these cases and the exercise of
        oversight with respect to the Debtors' affairs including
        all issues arising from or impacting interests of the
        Committee in these Chapter 11 cases;

     b) the preparation on behalf of the Committee of all
        necessary applications, motions, orders, reports and
        other legal papers;

     c) appearances in Bankruptcy Court to represent the
        interests of the Committee;

     d) the negotiation, formulation, drafting and confirmation
        of any plan of reorganization to the extent it impacts
        on retired salaried employees;

     e) the representation of the interests of the retired
        salaried employees in relation to the Debtor's pending
        Motion to Terminate Retiree Benefits under 11 U.S.C.
        1114, and all negotiations relevant thereto;

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

     g) the performance of all of the Committee's duties and
        powers under the Bankruptcy Code and the Bankruptcy
        Rules and the performance of such other services as are
        in the interests of those represented by the Committee
        or as may be ordered by the Court.

The professionals who will be more likely to provide services in
this case are:

          Darlene M. Nowak        $290 per hour
          Bernard Marcus          $460 per hour
          Scott D. Livingston     $300 per hour

Ms. Nowak, a member of Marcus & Shapira reports that other
professional hourly rates range from:

          Partners                 $240 to $460 per hour
          Associates               $180 to $220 per hour
          Law clerks and
            paraprofessionals      $95 to $120 per hour

Horsehead Industries, Inc. d/b/a Zinc Corporation of America, with
its subsidiaries, is the largest zinc producer in the United
States.  The Company filed for chapter 11 protection on August 19,
2002 (Bankr. S.D.N.Y. Case No. 02-14024). Laurence May, Esq., at
Angel & Frankel, P.C., represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $215,579,000 in total assets and
$231,152,000 in total debts.


IT GROUP: Wants More Time to Move Pending Actions to Delaware
-------------------------------------------------------------
The IT Group, Inc., and its debtor-affiliates ask the Court to
further extend their removal period with respect to any actions
pending on the Petition Date through the earlier of:

    (a) January 8, 2004; or

    (b) 30 days after entry of an order terminating the automatic
        stay with respect to any particular action sought to be
        removed.

According to Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Wilmington, Delaware, the Debtors remain
parties to over 100 different judicial and administrative
proceedings currently pending in various courts throughout the
country.  Because of the number of Actions involved and the wide
variety of Claims, the Debtors require additional time to
determine which, if any, of the Actions should be removed and, if
appropriate, transferred to the Bankruptcy Court.

The Debtors believe that the extension will afford them
sufficient opportunity to make fully informed decisions
concerning the possible removal of Actions, protecting their
valuable right economically to adjudicate lawsuits, if the
circumstances warrant removal.

In light of the Debtors' significant achievements to date, Mr.
Galardi contends that the requested extension is appropriate.
The Debtors' adversaries will not be prejudiced by an extension
because the adversaries may not prosecute the Actions absent
relief from the automatic stay.  Furthermore, if the extension is
granted, nothing will prejudice any party, to a proceeding the
Debtors seek to remove, from pursuing a remand.  Accordingly,
proposed extension will not prejudice the rights of other parties
to any of the Actions.

The Court will convene a hearing on November 6, 2003 to consider
the Debtors' request.  By application of Delaware Local Rule
9006-2, the Debtors' removal period is automatically extended
until the conclusion of that hearing. (IT Group Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 609/392-0900)


KMART CORP: Associates Ratify New Tentative Agreements with UAW
---------------------------------------------------------------
Kmart Holding Corporation (Nasdaq: KMRT) announced that tentative
contract agreements between the Company and the local membership
of the United Auto Workers at the Morrisville, PA and Warren, OH
distribution centers have been overwhelmingly ratified by Kmart
associates.  The three-year agreements cover over 600 associates
in Morrisville and nearly 500 associates in Warren.

Kmart Holding Corporation (Nasdaq: KMRT) and its subsidiaries is a
mass merchandising company that offers customers quality
products through a portfolio of exclusive brands that include
Disney, Jaclyn Smith, Joe Boxer, Kathy Ireland, Martha Stewart
Everyday, Route 66, Sesame Street, and Thalia Sodi.  Kmart
operates more than 1,500 stores in 49 states and is one of the 10
largest employers in the country with 170,000 associates. For more
information visit Kmart's Web site at http://www.kmart.com


LEAP: Details of Court-Confirmed Technical Plan Modification
------------------------------------------------------------
According to Robert A. Klyman, Esq., at Latham & Watkins LLP, in
Los Angeles, California, the Leap Wireless Debtors' Fifth Amended
Plan provides that all claims for damages arising from the
rejection of executory contracts or unexpired leases must be filed
with the Court "in accordance with the terms of the order
authorizing such rejection, or, if not rejected by separate order,
within 60 days from the entry of the Confirmation Order."  The
Plan further provides that the Reorganized Debtors and the Leap
Creditor Trust Trustee will have 60 days from the date of the
filing to file an objection to any claim for rejection damages.

Mr. Klyman notes that those Plan provisions inadvertently created
ambiguity.  First, the Court entered at least four orders
authorizing the Debtors to reject a variety of contracts and
leases.  None of those orders specified any procedure for the
non-debtor party to file a clam for rejection damages.  Second,
the Plan provides that the Reorganized Debtors and the Leap
Creditor Trustee will have the authority to file objections to
claims for rejection damages.  However, the Reorganized Debtors
will not come into existence until the Effective Date of the
Plan, and the Leap Creditor Trust will not be formed until after
Confirmation Date.  Thus, to the extent a claim for rejection
damages was or is filed before the Effective Date or pre-
confirmation, as applicable, the entity empowered to object to
the claim may not even have come into existence within the 60-day
time period for objections specified in the Plan.

At the Debtors' request, the Court approves these technical
amendments to the Plan:

   (a) All claims for damages arising from the rejection of
       executory contracts or unexpired leases must be filed with
       the Court within 60 days from the entry of the
       Confirmation Order -- or by December 21, 2003.  Creditors
       who previously filed proofs of claim for rejection damages
       do not need to refile their proofs of claim.  To the
       extent the Court enters an order rejecting an executory
       contract or unexpired lease after the date of the entry of
       the Confirmation Order -- October 22, 2003 -- any claims
       for damages from the rejection must be filed within 60
       days of the entry of the post-confirmation rejection
       order.

   (b) Leap and, after the formation of the Leap Creditor Trust,
       the Leap Creditor Trust Trustee, will have 60 days from
       the later of the Confirmation Date and the date of
       the Claim Filing to file an objection to any claim for
       rejection damages asserted against Leap.

   (c) Cricket, the License Holding Companies and the Property
       Holding Companies, as applicable, and following the
       Effective Date the Reorganized Debtors, will have 60 days
       from the later of the Confirmation Date and the date of
       the Claim Filing to file an objection t any claim for
       rejection damages. (Leap Wireless Bankruptcy News, Issue
       No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LIBERTY MEDIA: Third-Quarter Conference Call Slated for Nov. 14
---------------------------------------------------------------
Liberty Media Corporation (NYSE: L, LMC.B) will release Third
Quarter 2003 Supplemental Financial Information on Friday,
November 14, 2003. You are invited to participate in Liberty
Media's conference call, which will begin at 12:00 p.m. (ET).
Robert Bennett, Liberty Media's President and CEO, will host the
call.

Please call Premiere Conferencing at (719) 457-2662 at least 10
minutes prior to the call so that we can start promptly at 12:00
p.m. (ET). You will need to be on a touch-tone telephone to ask
questions. The conference administrator will give you instructions
on how to use the polling feature. Questions will be registered
automatically and queued in the proper sequence.

Replays of the conference call can be accessed from 3:00 p.m. (ET)
on November 14, 2003 through 5:00 p.m. (ET) November 21, 2003, by
dialing (719) 457-0820 plus the pass code 781939#.

In addition, the Third Quarter Supplemental Financial Information
conference call will be broadcast live via the Internet. All
interested persons should visit the Liberty Media Web site at
http://www.libertymedia.com/investor_relations/default.htmto
register for the web cast. Links to the press release and replays
of the call will also be available on the Liberty Media web site.
The conference call and related materials will be archived on the
web site for one year.

Liberty Media Corporation (NYSE: L, LMC.B) owns interests in a
broad range of video programming, broadband distribution,
interactive technology services and communications businesses.
Liberty Media and its affiliated companies operate in the United
States, Europe, South America and Asia with some of the world's
most recognized and respected brands, including QVC, Encore,
STARZ!, Discovery and Court TV.

Liberty Media's 4.000% bonds due 2029 are currently trading at
about 63 cents-on-the-dollar.


MAGELLAN HEALTH: Unclaimed Property Claims Estimated at $5.8MM
--------------------------------------------------------------
Pursuant to certain State escheat statutes, the Magellan Health
Debtors may owe certain amounts to certain States as a result of
checks they issued to other parties that were never cashed.
Pursuant to the various State escheat statutes, if these checks
are not cashed by the intended payee, the amount of the checks
escheats to the State after a certain period of time.

Various States filed proofs of claim for unclaimed property.  Two
States listed a specific amount on their proof of claim, for
which the Debtors agree with the indicated claim amount:

      State            Claim Amount         Claim Number
      -----            ------------         ------------
      Illinois             $7,495                   4299
      Nevada                9,060              1478-1482
                          -------
      TOTAL               $16,555

These States filed proofs of claim, which do not indicate the
amount they are claiming.

                     Unclaimed     Estimated
   State            Check Amount   Liability   Claim Number
   -----            ------------   ---------   ------------
   Alaska                 $661      $114,741    4565
   Arizona              10,190       150,604    4459, 4461-4464
   Delaware          1,205,176     3,817,565    4417
   Maine                 3,706         3,706    4319-4394,
                                                4396-4408
   Massachusetts           755           755    4465-4553
   Mississippi              25       159,858    4418
   Missouri              6,092       235,268    4563
   Nebraska                470           470    4420
   New Jersey          128,461       128,461    4416
   New Mexico              --         84,922    4413
   North Carolina        3,768       394,293    757-760
   South Dakota            --         46,823    4424
   Utah                  1,151       630,724    4421
   West Virginia           358           358    4451
   Wisconsin             1,016        87,646    4458
                     ---------     ---------
      TOTAL         $1,361,829    $5,856,194

Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that it is impossible for the Debtors to determine
how much the State believes the Debtors owe it on account of
Unclaimed Property because no amount is claimed.

On the other hand, four States listed a specific amount on their
proof of claim, but the Debtors do not agree with the indicated
claim amount:

                Unclaimed     Estimated     Claimed
   State       Check Amount   Liability     Amount    Claim No.
   -----       ------------   ---------     -------   ---------
   Maryland        $6,748      $6,748    $1,094,554   42
   Ohio             2,736       2,736     5,289,987   1055, 1093
   Virginia         2,033       2,033         2,569   4032-4035
   Washington         461         461           414   3157, 3159
                   -------    --------   -----------
      TOTAL       $11,978     $11,978    $6,387,524

A review of the Debtors' books and records indicates an estimated
amount of unclaimed property aggregating $1,400,000.  However,
the Debtors are aware that their books and records are incomplete.
Accordingly, based on the proposed Procedures, the Debtors
estimated that their total liability for Unclaimed Property is no
more than $5,900,000 in the aggregate.

Many of the Unclaimed Property Claims are based on ownership of
legal entities that have been sold or dissolved and for which
records are no longer available or were not properly maintained.
Therefore, Ms. Dandeneau contends, it would be impossible or
prohibitively expensive for the Debtors to determine an exact
amount owed to each State.

Ms. Dandeneau relates that the Debtors attempted, to the best of
their ability, to determine the amounts owed to each of the
States utilizing these Procedures:

A. Unclaimed Property Liability per Books and Records

   (1) Obtained listing of all stale dated, un-cashed checks
       -- seven or more months old -- as of the Petition Date;

   (2) Sorted checks by disbursing company (legal entity) to
       determine checks pertaining to the Debtors;

   (3) Verified state of incorporation for each disbursing
       company;

   (4) Obtained dormancy period for each state, which is the
       time period within which each state's statutes require
       unclaimed property to be remitted to the state.  For many
       states, dormancy periods for payroll checks are shorter
       than for accounts payable checks;

   (5) Within each disbursing company, sorted checks to
       determine whether each check was dormant as of the
       Petition Date.  Procedures performed included:

       (a) sorted checks by:

            (i) type of disbursement: accounts payable/claims
                versus payroll;

           (ii) state; and

          (iii) issuance date; and

       (b) based on check issuance date, the type of check and
           the state dormancy period, determined whether check
           represented unclaimed property owed to the state as
           of the Petition Date;

       Any check with an unknown issuance date was considered
       to be dormant; and

   (6) Calculated amount due each state for dormant checks:

       (a) each dormant check for which Magellan was able to
           identify the state in which the payee was located
           was reflected as a liability to the state;

       (b) each dormant check with an incomplete address,
           including for which the payee's state was not
           known, was reflected as a liability owing to the
           state of incorporation for that disbursing company;
           and

       (c) totaled amount due each state after all dormant
           checks were classified to the appropriate states;

B. Extrapolation of Estimated Unclaimed Property Liability

   (1) Estimation of Unclaimed Property Error Rate:

       (a) Obtained listing of all unclaimed property for fiscal
           years September 30, 1999 and 2000, representing stale
           dated, un-cashed checks with issuance dates during
           these fiscal years;

       (b) Obtained revenue amounts for each Magellan subsidiary
           from fiscal 1999 and 2000 income tax returns, and
           prepared a schedule of revenue by subsidiary for
           these fiscal years; and

       (c) Calculated an estimated unclaimed property error
           rate for extrapolation purposes by dividing unclaimed
           property for fiscal 1999 and 2000 by total subsidiary
           revenue for these fiscal years.  The estimated
           unclaimed property error rate was 0.0912%; and

   (2) Extrapolation of Potential Unclaimed Property Liability
       by State:

       (a) For each state, determined the 10-year period, the
           extrapolation period for extrapolation purposes based
           on the dormancy period for the state and the
           Company's Petition Date;

       (b) Obtained revenue amounts for each Magellan subsidiary
           by fiscal year during the Extrapolation Period per
           income tax returns for those fiscal years.  Prepared
           a schedule of revenue by subsidiary for those fiscal
           years;

       (c) Verified the state of incorporation for each Magellan
           subsidiary.  Sorted revenue by the states of
           incorporation; and

       (d) Estimated the extrapolation of potential unclaimed
           property liability for each state by multiplying the
           estimated unclaimed property error rate by total
           revenue by state for the Extrapolation Period.

Although the precise value of the Unclaimed Property Claims is
impossible to calculate, the Procedures were designed to produce
the most accurate estimate of the amount owed to each of the
States.  The Procedures were developed based on the Debtors'
understanding of how unclaimed property examinations are
typically resolved.  The Procedures estimate the Unclaimed
Property Claims based on an extrapolation of existing data,
including revenues for the periods in question.  The Debtors
implemented the Procedures to determine an accurate estimated
amount of the Unclaimed Property Claims.

Based on the Procedures, Ms. Dandeneau informs Judge Beatty that
the Debtors determined that they owe the Estimated Liability to
the States.

Accordingly, the Debtors sought and obtained a Court order,
pursuant to Sections 105 and 502(c) of the Bankruptcy Code,
estimating the Unclaimed Property Claims as $5,884,727 for
purposes of distribution under their Third Amended Joint Plan of
Reorganization. (Magellan Bankruptcy News, Issue No. 17:
Bankruptcy Creditors' Service, Inc., 609/392-0900)


MARINER HEALTH: Terminates Leases Relating to Florida Facilities
----------------------------------------------------------------
Mariner Health Care, Inc. (OTC Bulletin Board: MHCA) has entered
into a definitive agreement with its current landlord to terminate
seven capital leases with respect to skilled nursing facilities
located in the State of Florida.

The SNFs have 840 licensed beds.  The termination of the capital
leases will result in the elimination of approximately $30 million
in Mariner's indebtedness.

The landlord will enter into management agreements with affiliates
of Sovereign Healthcare Holdings, LLC ("Sovereign") to manage six
of the seven SNFs.  The remaining SNF will not be managed by
Sovereign.  Sovereign is a recently formed entity that leased
nineteen of Mariner's former Florida SNFs following their sale to
Formation Capital, LLC and Longwing Real Estate Ventures, LLC
effective October 1, 2003.  The consummation of the proposed
transaction is expected to occur on or about November 30, 2003,
subject to satisfaction of customary closing conditions, including
but not limited to, regulatory approvals.

Mariner is headquartered in Atlanta, Georgia and certain of its
subsidiaries and affiliates own and/or operate approximately 275
skilled nursing and assisted living facilities as well as 12 long-
term acute care hospitals representing approximately 33,000 beds
across the country.


MARTINEZ MANUFACTURING: Case Summary & 20 Unsecured Creditors
-------------------------------------------------------------
Debtor: Martinez Manufacturing Inc.
        1175 Alexander Court
        Cary, Illinois 60013

Bankruptcy Case No.: 03-75530

Type of Business: The Debtor specializes in the assembly of cable
                  and wire harness products and electro-mechanical
                  assemblies.

Chapter 11 Petition Date: October 23, 2003

Court: Northern District of Illinois (Rockford)

Judge: Manuel Barbosa

Debtor's Counsel: Michael T. Smith, Esq.
                  843 W Wise Road
                  Schaumburg, Illinois 60193
                  Tel: 847-895-0626

Estimated Assets: $0 to $50,000

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Eastco Corporation                                    $299,481
Acc. Receivable
5500 W. 111th Street
Oaklawn, IL 60453

Power & Signal Group                                  $225,439

Dooco Electronics USA, Inc.                           $200,039

Bauer Industrial Sales                                $200,553

Tandem                                                $179,015

M-Flex Singapore                                       $85,850

Polyone Distribution                                   $67,582

Harada Industry                                        $65,265

Gordon Strong & Company                                $60,978

All Rite Industries                                    $56,105

International Wire Group                               $43,798

Tyco Electronics Corp.                                 $42,126

Yazaki North America                                   $38,661

Seay-LLC                                               $37,139

Frontstep Inc.                                         $35,811

Schiff, Hardin & Waite                                 $34,642

ICTC/Furukawa                                          $30,758

Abrams & Abrams                                        $28,200

Solid State Stamping, Inc.                             $27,425

Insilco Technologies                                   $26,079


MEADOWCRAFT: Taps Keen Realty to Market & Sell Alabama Property
---------------------------------------------------------------
Meadowcraft, Inc., the Birmingham, AL based outdoor furniture
manufacturer, has retained Keen Realty, LLC and Graham & Company,
Inc., to assist the company in the disposition of their excess
property consisting of a 1,034,110+/- square foot industrial
facility on 47.8+/-acres in Birmingham, AL.

Keen Realty is a real estate firm specializing in selling excess
assets and restructuring retail real estate and lease portfolios.
Graham & Company is a full-service commercial real estate firm
based in Birmingham, Alabama. Meadowcraft, Inc. has been a leader
in the casual furniture industry for over fifty years.

"We anticipate selling this industrial facility very quickly,"
said Mike Matlat, Keen Realty's Vice President. "We are
encouraging prospective buyers to submit their offers immediately,
as we have been instructed to sell the property upon receipt of an
acceptable offer. The property is an excellent size for many uses
and I expect there to be a tremendous amount of interest," Matlat
added.

Available to users and investors is a 1,034,110+/- sq. ft.
facility set on 47.8+/- acres. The facility consists of
approximately 34,110 sq. ft. of office space and 1,000,000+/- sq.
ft. of warehouse/production space. Ceiling heights range from 28'
- 29'. The facility includes three grade level doors and
approximately 45 dock high doors, and was used as a warehouse
facility.

For over 21 years, Keen Consultants has had extensive experience
solving complex problems and evaluating and selling real estate,
leases and businesses. Keen Consultants has consulted with
hundreds of clients nationwide, evaluated and disposed of over
250,000,000 square feet square of properties and repositioned
nearly 13,000 retail stores across the country. In addition to
Meadowcraft, Inc., other current clients include: Arthur Andersen,
FOL Liquidation Trust, American Candy Company, CMI Industries,
Footstar, Graham Field, Cooker Restaurants, Rodier Paris, Warnaco
Retail, and Country Home Bakers.

Celebrating its 25th year, Graham & Company, Inc. is a leading
commercial real estate brokerage and development company
headquartered in Birmingham with offices in Huntsville. The
brokerage department has been a leader among commercial sales in
the Birmingham area for over the last fifteen years. A
representative client list includes Sterilite, Mercedes, Norfolk
Southern Railway, and The Hackney Group among others. With
investments in two states and three cities, Graham & Company has
leveraged its brokerage experience into a full-service real estate
company and one of the largest in the state of Alabama.

For more information regarding the sale of this facility for
Meadowcraft, Inc., please contact Keen Realty, LLC, 60 Cutter Mill
Road, Suite 407, Great Neck, NY 11021, Telephone: 516-482-2700,
Fax: 516-482-5764, e-mail: krc1@keenconsultants.com Attn: Mike
Matlat, or Graham & Company, Inc., 2200 Woodcrest Place, Suite210,
Birmingham, AL 35209, Telephone: 205-871-7100, Fax: 205-871-3331,
e-mail: meadprop@grahamcompany.com.

Meadowcraft, Inc. is a leading domestic producer of casual outdoor
furniture and is the largest manufacturer of outdoor wrought iron
furniture in the world. The Company filed for Chapter 11
protection on September 2, 2002, in the U.S. Bankruptcy Court for
the Northern District of Alabama.


METALDYNE CORP: Completes $150-Million Senior Debt Offering
-----------------------------------------------------------
Metaldyne Corporation completed its offering of $150.0 million of
senior notes due 2013, which is an increase in the size of the
offering announced on October 14, 2003.

The senior notes will be guaranteed on a senior basis by each of
Metaldyne Corporation's domestic subsidiaries that is a guarantor
or direct borrower under their credit facility.  The net proceeds
from the senior notes offering will be used to repay the balance
of $98.5 million aggregate principal amount of Metaldyne's
outstanding 4.5% subordinated debentures due 2003 and to repay
approximately $46.6 million of term loan debt under the credit
facility.

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

Metaldyne is a leading global designer and supplier of metal-based
components, assemblies and modules for transportation-related
powertrain and chassis applications including engine,
transmission/transfer case, wheel-end and suspension, axle and
driveline, and noise and vibration control products to the motor
vehicle industry.  The company serves the automotive segment
through its Chassis, Driveline & Transmission, and Engine Group.

Headquartered in Plymouth, Mich., Metaldyne (S&P, BB- Corporate
Credit Rating) has annual revenues of $1.5 billion.  The company
employs over 7,250 employees at over 50 facilities in 11
countries.

For more information, please visit http://www.metaldyne.com


MIRANT: Agrees to Restructure Pepco Electricity Supply Contracts
----------------------------------------------------------------
Mirant (MIRKQ) and Pepco Holdings, Inc. (NYSE: POM) have reached a
settlement agreement to restructure two power purchase agreements
under review for potential rejection as part of Mirant's
bankruptcy case.

The terms of settlement provide for additional value to Mirant in
the form of higher energy prices, and will have no effect on rates
paid by Pepco's standard offer service customers in Maryland and
the District of Columbia.

"This agreement is in the best interests of Pepco's customers
because it continues to ensure a reliable supply of electricity at
no increase in prices to our standard offer service customers,"
said Andrew W. Williams, chief financial officer, Pepco Holdings,
Inc. "And it is beneficial to PHI shareholders because it removes
uncertainty as to the price Pepco will pay for electricity supply,
and it provides an opportunity to recover the value of the
original contract through the bankruptcy proceeding."

"We view the proposed agreement as a significant, positive step
for Mirant as it works through its bankruptcy proceeding," said
Lisa D. Johnson, president, Mirant's Mid-Atlantic operations. "The
agreement provides additional value to Mirant over and above the
existing power supply contracts with Pepco, while preserving the
relationship with a key customer."

Mirant and Pepco entered negotiations to restructure the power
purchase agreements several weeks ago in an effort to avoid the
possible rejection of the contracts through Mirant's bankruptcy
process.

Mirant supplies Pepco, a PHI subsidiary, with electricity for its
standard offer service customers in Maryland and the District of
Columbia. The agreement to supply Pepco's Maryland obligations
expires in June 2004. The agreement to supply Pepco's D.C.
customers expires in January 2005.

The new terms of the agreement are effective Oct. 1, 2003. The
settlement is subject to court approval.


MIRANT: Takes $2.2 Billion Writedown in Second Quarter
------------------------------------------------------
Mirant yesterday reported a $2.2 billion net loss for the second
quarter of 2003, or a loss of $5.44 per diluted share.  The loss
included a $2.1 billion pre-tax, non-cash charge related to the
impairment of its North American goodwill.

A full-text copy of Mirant's second-quarter quarterly report
delivered to the Securities and Exchanged Commission yesterday is
available at no charge at:


http://www.sec.gov/Archives/edgar/data/1010775/000104746903034493/0001047469
-03-034493-index.htm

Mirant reported a restated net loss of $182 million, or a loss of
45 cents per diluted share, for the second quarter 2002.

During the preparation of its financial statements for the period
ending June 30, 2003, Mirant says it "considered certain events,
such as credit downgrades, in determining that an interim
reassessment of goodwill recoverability was required under the
provisions of SFAS 142."  As a result of this accounting
reassessment, Mirant concluded that its North American goodwill
balance was fully impaired, resulting in a $2.1 billion non-cash
charge to second quarter 2003 results.

The non-cash charge does not impact Mirant's plans to emerge from
Chapter 11, nor does it effect the company's liquidity.  Mirant
continues to have sufficient cash and other current assets to meet
its obligations in bankruptcy.

2003 Second Quarter Results

     * Total operating revenue for second quarter 2003 was $1.25
       billion compared to $1.12 billion for 2002, reflecting
       higher market prices for power. The increase was partially
       offset by a decrease in power production due to mild
       weather.

     * Cost of fuel, electricity and other products for the second
       quarter of 2003 was $785 million, compared to $576 million
       for 2002. This increase reflects significantly higher
       prices paid for natural gas and oil, and hedging losses
       related to the company's risk management activities.

     * Gross margin for the second quarter 2003 was $463 million
       compared to $541 million for the second quarter 2002.

     * Operating expenses for the second quarter of 2003 were $2.5
       billion, compared to $688 million for the second quarter
       2002. These amounts include impairment losses and
       restructuring charges of $2.1 billion and $341 million in
       the second quarter of 2003 and 2002, respectively.

     * Net cash used in operating activities for the first six
       months of 2003 was $426 million, compared to $356 million
       provided by operating activities for the first half of
       2002.

       -- In the first six months of 2003, working capital
          changes resulted in an outflow of $373 million, as
          compared to an inflow of $177 million in the first six
          months of 2002. The increase in working capital was
          primarily the result of a $100 million increase in
          collateral posted to counterparties and the return to
          counterparties of $125 million in collateral previously
          held.

       -- As of October 17, 2003, Mirant had $1.62 billion in
          total cash and cash equivalents, $568 million of which
          is either legally restricted or held for operating,
          working capital or other purposes at various
          subsidiaries. Mirant's total cash and cash equivalents
          as of October 17, 2003 were $371 million more than the
          $1.25 billion recorded as of June 30, 2003. This
          increase is the result of non- payment of pre-petition
          liabilities and higher gross margin in the summer
          months.

       -- Due to the seasonal nature of its business, the company
          forecasts a decrease of cash over the next six months.
          This forecast excludes certain potential increases in
          cash resulting from actions taken in connection with
          bankruptcy proceedings, including the benefit realized
          by the rejection or re-negotiation of certain pre-
          petition contracts. Mirant anticipates that its
          available cash, which includes certain deposits together
          with debtor-in-possession financing, will be sufficient
          to fund its operations during the bankruptcy
          proceedings.

Quarterly Review of Operations by Business Segment

     * North American operations reported a loss from continuing
       operations before income taxes and minority interest of
       $2.1 billion, compared to income from continuing operations
       before income taxes and minority interest of $72 million
       for the second quarter 2002 (as restated). The larger loss
       reflects the goodwill impairment, an increase in fuel
       prices, operations and maintenance expenses in the second
       quarter 2003.

     * International operations reported income from continuing
       operations before income taxes and minority interest of $73
       million, compared to a loss from continuing operations
       before income taxes and minority interest of $197 million
       for the second quarter 2002 (as restated). The loss from
       the second quarter of 2002 reflects an impairment charge of
       $317 million related to the company's former investment in
       WPD in the United Kingdom.

     * Corporate (and other income and expenses) reported a loss
       from continuing operations before income taxes and minority
       interest of $122 million, including $63 million of interest
       expense, compared to a loss from continuing operations
       before income taxes and minority interest of $83 million
       for the second quarter 2002 (as restated).

Mirant is a competitive energy company that produces and sells
electricity in North America, the Caribbean, and the Philippines.
Mirant owns or controls more than 22,000 megawatts of electric
generating capacity globally. We operate an integrated asset
management and energy marketing organization from our headquarters
in Atlanta. For more information, visit http://www.mirant.com/


MIRANT: Wins Interim Nod to Hire McDermott as Special Counsel
-------------------------------------------------------------
Pursuant to Section 327(e) of the Bankruptcy Code, the Mirant
Debtors seek the Court's authority to employ McDermott Will &
Emery as their special counsel.

Robin E. Phelan, Esq., at Haynes and Boone LLP, in Dallas, Texas,
informs Judge Lynn that prior to the Petition Date, McDermott has
been providing legal advice to the Debtors in connection with
these Commodity Market matters:

   * Tax matters that related to Mirant's trading activities,
     tax hedging, and derivatives and financial products;

   * An investigation being conducted by the Commodity Futures
     Trading Commission styled "In re Certain Trading by Energy
     and Power Marketing Firms"; and

   * Commodities Markets regulatory advice.

The Debtors require McDermott to continue providing the legal
services.  Mr. Phelan contends that allowing McDermott to
continue providing the services will avoid unnecessary litigation
and reduce the overall expenses of administering these cases.

Mr. Phelan relates that McDermott has extensive experience with
and knowledge of the Debtors' businesses and financial affairs.
The firm has been rendering advice to the Debtors in connection
with the Commodities Markets Advice since early 2001.

According to Paul J. Pantano, Jr., Esq., a partner at McDermott,
Will & Emery, to the best of his knowledge, McDermott represents
no interest adverse to the Debtors or to their estates in the
matters for which it is to be retained.

Mr. Pantano relates that McDermott will seek compensation of the
services rendered based on its customary hourly rates in effect
from time to time.  The firm will also seek reimbursement
according to its customary reimbursement policies.  Currently,
the hourly rates in place for attorneys and paraprofessionals
range from $140 to $600.

Within the year prior to the Petition Date, McDermott received
$687,149 from the Debtors and their non-debtor affiliates for
prepetition professional services.  To date, the firm is owed
$186,570 for fees and charges billed but unpaid prepetition
services rendered to the Debtors.

                          *     *     *

On an interim basis, the Court authorizes the Debtors to employ
McDermott effective as of July 14, 2003. (Mirant Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NAVISITE INC: July 31 Working Capital Deficit Widens to $15 Mil.
----------------------------------------------------------------
NaviSite, Inc. (Nasdaq SC: NAVI), a leading provider of
application management, content distribution, messaging and
infrastructure management services, announced the release of its
fourth quarter and fiscal year end results. These results
represent the quarter and fiscal year ended July 31, 2003.

                         Key Highlights

During fiscal year 2003, NaviSite was focused on building and
strengthening its position as a leading provider of managed
application management, content distribution, messaging and
infrastructure management services. Key milestones accomplished
during fiscal year 2003 included: the acquisition and integration
of four companies; the launch of a new services portfolio; the
conversion of approximately $61 million of NaviSite's debt into
equity; an increase from 145 to approximately 700 customers;
CMGI's sale of all of its debt and equity holdings in NaviSite;
and a 90% increase in revenue to $18.6 million in the fourth
quarter of fiscal 2003 from $9.8 million in the fourth quarter of
fiscal 2002.

Navisite Inc.'s July 31, 2003 balance sheet shows that its total
current liabilities outweighed its total current assets by about
$15 million.

"In fiscal year 2003, NaviSite has made great strides in the
execution of our strategy, posting a gross profit and making
further progress in our drive toward EBITDA positive results,"
said Arthur Becker, CEO of NaviSite. "Through a series of
strategic acquisitions and a lot of hard work internally, we have
been able to build a very strong services portfolio, eliminate a
significant portion of our debt, grow our customer base five-fold,
as well as position ourselves for leadership in growing markets
such as electronic software distribution and managed messaging."

       Expanded Customer Base and New Service Offerings

In fiscal year 2003, NaviSite expanded its customer base to
approximately 700 customers, representing more than a 380%
increase from the 145 customers as of July 31, 2002. NaviSite also
restructured its services portfolio with focus in three areas in
an effort to address market opportunity. NaviSite's target markets
include: mid-sized enterprise customers, divisions of large multi-
national companies and government agencies. Reformulating the
service offerings gives NaviSite a broader service portfolio
resulting in a strong position in several existing and emerging
technology market segments.

-- Managed Application Services (A-Services): An advanced
   portfolio of collaborative application monitoring and
   management services, managed hosting services and application
   development services. NaviSite provides A-Services for such
   customers as Cabelas, Ross Stores, Wolters Kluwer, and XM
   Satellite Radio. NaviSite also has a longstanding focus on the
   government sector providing various development and managed
   services for the New York State Department of Labor and more
   than 10 other government agencies.

-- Managed Infrastructure Services (I-Services): A set of
   infrastructure services consisting of electronic software
   delivery for major software and hardware manufacturers, content
   distribution services, co-location hosting, bandwidth and
   connectivity. Examples of I-Services customers are Broderbund,
   Forbes.com, Install Shield and Symantec.

-- Managed Messaging Services (M-Services): A suite of outsourced
   and managed messaging applications such as e-mail and instant
   messaging built on Lotus Domino and Microsoft Exchange
   software. M-Services customers include, Aguirre, Daimler
   Chrysler and Fleetwood.

"We have been able to consolidate many of our acquired assets onto
a single operational platform, realizing significant cost
reductions. With our integration activity almost complete, and
having achieved a gross profit for the fiscal year, something not
accomplished at NaviSite since its inception, we are looking
forward to an even better fiscal 2004," said Gabe Ruhan COO of
NaviSite.

       Fourth Quarter and Fiscal 2003 Financial Results

Total revenue for fiscal year 2003 increased 6% to approximately
$62.8 million from approximately $59.4 million in fiscal year
2002. Revenue for the fourth quarter of fiscal year 2003 was
approximately $18.6 million, up 90% from approximately $9.8
million in the fourth fiscal quarter of 2002. A significant
portion of this growth can be attributed to our acquisition
activities, which contributed $34.8 million in revenue during
fiscal year 2003 which offset lost customer revenue of $31.5
million. NaviSite posted a gross profit of $6.2 million in fiscal
year 2003, a significant increase compared to a gross deficit of
$7.6 million, net of impairment charges, for fiscal year 2002.

Due to the increase in revenue, the successful integration of
acquisitions and decreased operating costs, gross profit in the
fourth quarter of fiscal year 2003 increased to $2.3 million
compared to a gross deficit of $39 million (including impairment
charges) in the fourth quarter of fiscal year 2002.

NaviSite's cash and cash equivalents decreased to approximately
$3.9 million as of July 31, 2003, from approximately $21.8 million
at July 31, 2002. Net loss decreased 43% to $69.5 million for
fiscal year 2003 compared with a net loss of $121.7 million in
fiscal year 2002.

In fiscal year 2003, NaviSite had its balance sheet strengthened
when its majority owner, ClearBlue Technologies, Inc., converted
an aggregate of approximately $61 million of convertible debt into
NaviSite common stock in two transactions during the year.

                         Acquisitions

In fiscal year 2003 and thereafter, as part of NaviSite's
execution of its strategy to become a leader in the application
and infrastructure services sector, NaviSite completed five
acquisitions during fiscal 2003 and the month following the close
of the fiscal year, increasing the company's customer base and
redefining the core product set.

On September 11, 2002, CMGI and HP Financial Services Company sold
and transferred interests in NaviSite to ClearBlue Technologies,
Inc., a privately-held managed application and co-location hosting
provider. This transaction made ClearBlue the majority stockholder
of NaviSite. Subsequent to the end of the fiscal year, as a result
of ClearBlue's reorganization, Atlantic Investors is the current
majority stockholder of NaviSite.

On February 5, 2003, NaviSite acquired Avasta, Inc., a provider of
remote hosting and managed service operations. The acquisition was
made to enhance NaviSite's ability to be a full-service provider
of applications management services and technology to its
customers.

On April 2, 2003, NaviSite completed the acquisition of Conxion
Corporation, a provider of electronic software distribution
services, content distribution services, hosting and
network/server security expertise.

On May 16, 2003, NaviSite was the prevailing bidder at the
bankruptcy auction to acquire substantially all of the assets and
certain liabilities of Interliant, Inc., a leader in managed
messaging.

Subsequent to our fiscal year end, in August 2003, subsequent to
its fiscal year end, NaviSite completed the acquisition of certain
assets and liabilities of ClearBlue, acquiring all outstanding
shares of six wholly-owned subsidiaries of ClearBlue with co-
location and managed hosting facilities located in Chicago, Las
Vegas, Los Angeles, Milwaukee, Oakbrook, Ill., and Vienna, Va.
NaviSite also assumed the revenue and expense of four additional
wholly-owned subsidiaries of ClearBlue, with data centers in
Dallas, New York City, San Francisco and Santa Clara, Calif.
Ownership of these four subsidiaries will automatically transfer,
under certain circumstances, to NaviSite for no additional
consideration in February 2004.

Founded in 1997, NaviSite, Inc, (Nasdaq SC: NAVI) is a leading
provider of application, messaging and infrastructure management
services for more than 800 customers consisting of mid-market
enterprises, divisions of large multinational companies, and
government agencies. For more information, please visit
http://www.navisite.com

                         *     *     *

In its annual report for the year ended July 31, 2003 on Form
10-K, Navisite reported:

"The audit report on our fiscal year 2003 consolidated financial
statements from KPMG LLP, our independent auditors, contains an
explanatory paragraph that states that our recurring losses since
inception and accumulated deficit, as well as other factors, raise
substantial doubt about our ability to continue as a going
concern. During fiscal year 2003 and thereafter, we have undergone
a significant transition, including all of the acquisitions
discussed above and a balance sheet restructuring, to position
ourselves among the leaders in the hosting and managed application
services market. While we cannot assure you that we will continue
as a going concern, as part of our transition efforts, we believe
that we have developed and are implementing an operational plan
that will bring costs more in line with projected revenue growth."


NEW CENTURY FIN'L: Form S-3 for Sr. Notes Resale Now Effective
--------------------------------------------------------------
New Century Financial Corporation (Nasdaq: NCEN) announced that
the Securities and Exchange Commission has declared effective its
Registration Statement on Form S-3 relating to the resale of its
issued and outstanding 3.50% Senior Convertible Notes due 2008 and
the shares of common stock issuable upon conversion of these
notes.

The notes were originally issued in a private placement in July
2003.  New Century Financial Corporation will not receive any
proceeds from the sale by any selling security holder of the notes
or the shares of common stock issuable upon conversion of the
notes.

A copy of the prospectus contained in the registration statement
may be obtained from Carrie Marrelli, VP - Investor Relations,
18400 Von Karman Avenue, Suite 1000, Irvine, California 92612.

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


ODYSSEY PICTURES: Must Resolve Liquidity Issues to Continue Ops.
----------------------------------------------------------------
Since the sale of its Double Helix subsidiary in 1991, Odyssey
Pictures Corporation has been engaged in only one industry segment
and line of business, the international distribution of motion
pictures.  In addition, in 1999 and 2000 the Company acquired
interests in other technology segments of the communications
industry and, more specifically, formed a subsidiary (wholly
owned) entitled Odyssey Ventures Online Holding S.A., in
Luxembourg.

The Company's continued existence is dependent upon its ability to
resolve its liquidity  problems.  The Company must achieve and
sustain a profitable level of operations with  positive cash flows
and must continue to obtain financing adequate to meet its ongoing
operation requirements.  These factors raise substantial doubt
about the Company's ability to continue as a going concern. The
auditors' report on the Company's financial statements  contains
an explanatory paragraph indicating there is substantial doubt
about Odyssey's ability to continue as a going concern.  The
Company relies heavily on its added interim loans, capital
contributions and increased equity placements from its current,
and new, shareholders.

In addition, the Company continues its attempt to secure
additional funding through a variety of opportunities and is
currently engaging in negotiations to secure such funds. The
Company cannot make assurances that it will be successful in
adding to its  working capital to meet its expenditure needs and
service of its debts.  There are no lines of credit available to
the Company.  The Company cannot make assurances that additional
funds will be available from any of these sources on favorable
terms, if at all. At June 30, 2003, the Company held approximately
$948 of cash.


O'SULLIVAN INDUSTRIES: Sept. 30 Net Capital Deficit Tops $145MM
---------------------------------------------------------------
O'Sullivan Industries Holdings, Inc. (OTC Pinksheets: OSULP), a
leading manufacturer of ready-to- assemble furniture, announced
its fiscal 2004 first quarter operating results for the period
ended September 30, 2003.

The Company's subsidiary, O'Sullivan Industries, Inc., previously
announced the completion of a $100 million senior secured notes
offering and a new $40 million senior secured revolving credit
facility. The proceeds were used to repay O'Sullivan's existing
$88.3 million senior credit facility and related fees and
expenses.

Richard Davidson, president and chief executive officer of
O'Sullivan Furniture, stated, "This transaction solidifies our
capital structure and improved our financial flexibility by
eliminating our debt amortization until 2008 and removing the
quarterly financial covenant requirements. Additionally, this
transaction increased the amount of credit available from our
revolving credit agreement and extended the maturity date of our
revolver until 2008."

                       First Quarter Results

Net sales for the first quarter of fiscal 2004 were $71.5 million,
about the same as sales of $71.6 million in the comparable period
a year ago.

Operating income for the first quarter of fiscal 2004 was $3.8
million, or 5.4% of net sales, a decrease of 51.6% from operating
income of $7.9 million, or 11.1% of net sales, in the comparable
period a year ago. The decrease in operating income was generally
caused by lower production levels adversely affecting our fixed
cost absorption as well as increased promotional activities with
several of our major retail partners.

Net loss for the first quarter of fiscal 2004 was $7.3 million
compared to net income of $1.5 million in the comparable period a
year ago. The net loss for the current year period reflects the
reduction in operating income noted above as well as the write-off
of debt issuance costs related to our previous senior secured
credit facility. The net loss also reflects increased interest
expense due to the recent adoption of an accounting pronouncement,
Statement of Financial Accounting Standard No. 150, Accounting for
Certain Financial Instruments with Characteristics of both
Liabilities and Equity, that resulted in us accounting for
dividends on our mandatorily redeemable senior preferred stock as
interest expense.

EBITDA for the first quarter of fiscal 2004 was $3.9 million, or
5.4% of net sales, compared to EBITDA of $11.2 million, or 15.6%
of net sales in the comparable period a year ago. The current year
EBITDA amount reflects the $3.3 million in other financing costs
for the write-off of debt issuance costs related to our previous
senior secured credit facility. The attached table reconciles net
income to EBITDA.

EBITDA should be considered in addition to, but not as a
substitute for or superior to, operating income, net income,
operating cash flow and other measures of financial performance
prepared in accordance with generally accepted accounting
principles. EBITDA may differ in the method of calculation from
similarly titled measures used by other companies. EBITDA provides
another measure of the operations of our business and liquidity
prior to the impact of interest, taxes and depreciation. Further,
EBITDA is a common method of valuing companies such as O'Sullivan.

                         Working Capital

Cash on hand at September 30, 2003 was $14.3 million compared to
$13.3 million in the prior year. Inventory at September 30, 2003
dropped to $45.3 million from $57.0 million in the prior year
period, a decrease of $11.7 million, or 20.6%, as we aligned our
inventory levels with sales. Accounts receivable levels at
September 30, 2003 were $34.0 million. This balance is flat in
comparison to the prior year period.

Net cash provided by operating activities for the first quarter of
fiscal 2004 was $4.1 million, compared to net cash used by
operating activities of $7,000 in the comparable period a year
ago. Capital expenditures for the first quarter of fiscal 2004
were $244,000, a decrease of $1.3 million, or 84.3%, from the $1.6
million spent in the comparable period a year ago.

Total long-term debt at September 30, 2003 was $220.3 million
compared to $233.9 million in the comparable period a year ago, a
decrease of $13.6 million, or 5.8%. The September 30, 2003 balance
reflects our previously announced $100 million senior secured
notes offering.

At September 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $145 million.

                      Management Comments

"O'Sullivan Furniture recently returned from the International
Furniture Market in High Point, NC where the company introduced
approximately 100 new products," said Mr. Davidson. "The recent
High Point market provided the venue for our customers to see the
breadth of brand and product strategies offered by O'Sullivan
Furniture. We showcased our Intelligent Designs(R), Home
Architecture(R), Coleman(R) and O'Sullivan Furniture(R) products.
These products demonstrated the innovations and market strategies
that are enabling O'Sullivan Furniture to tap into new markets to
enhance the breadth of our offerings."

Mr. Davidson continued, "During the recent High Point market,
O'Sullivan Furniture added the Home Architecture(R) brand
initiative to our strategy for future growth. This brand, and its
products, will position O'Sullivan Furniture to be a strong
competitor in the growing market for furniture that accommodates
the next generation of electronic entertainment components. This
initiative is just another example of the innovative products that
are beginning to redefine O'Sullivan Furniture."

Mr. Davidson concluded, "We have seen an improvement in point of
sale trends versus the depressed levels of the first two quarters
of this calendar year, and we have begun to benefit from the sales
of products from our new Coleman garage storage and Intelligent
Designs commercial office furniture initiatives. Based on this, we
currently expect sales in the second quarter of fiscal 2004 to be
about $70 to $75 million. Further, we anticipate operating income
in the second quarter of fiscal 2004 to be approximately $5.5 to
$6.0 million."


OWENS CORNING: Kensington & Springfield Want J. Wolin to Step Down
------------------------------------------------------------------
Kensington International Limited and Springfield Associates, LLC
hold more than $275,000,000 in aggregate principal amount of
indebtedness under a 1997 Credit Agreement with the Owens Corning
Debtors.

Pursuant to Section 455(a) & (b)(1) of the Judiciary Procedures
Code and the Code of Conduct for United States Judges, Kensington
and Springfield ask the Court to recuse United States District
Judge Alfred M. Wolin from further participation in the Debtors'
cases.

Kensington and Springfield are aware of the significance of their
request, and they do not make it lightly.  Kensington and
Springfield recently obtained information, which raises
reasonable and material questions about the impartiality of the
Court.  This information, which was never disclosed in the
Debtors' cases, casts serious doubts over the fairness of the
Debtors' bankruptcy proceedings and the treatment of creditors.

David L. Finger, Esq., at Finger & Slanina, PA, in Wilmington,
Delaware, explains that Kensington and Springfield learned that
Messrs. David R. Gross and C. Judson Hamlin, two of the Court-
appointed "Consultants" who participated materially in the
Court's administration of the Debtors' cases, are not
disinterested.  The Conflicted Advisors and their law firms spent
hundreds of hours during the last 22 months advising the Court as
to critical issues and proceedings in the Debtors' cases.  During
this entire time, however, the Conflicted Advisors and their law
firms also have been actively representing, and continue to
represent, the interests of future asbestos claimholders in
another major and highly-contested asbestos bankruptcy case
pending in the Third Circuit -- that of G-I Holdings Inc.,
formerly known as GAF Corporation, and its affiliates.  The
Conflicted Advisors are not "neutral advisors" of the Court --
they are partisan advocates who have a material interest in the
outcome of these cases.

Mr. Finger tells Judge Fitzgerald that many of the ongoing
disputes in the G-I bankruptcy case involve the same legal and
factual issues that are presented in the Debtors' cases,
including the establishment of a bar date for future claimants,
the manner in which future claims are estimated for plan
confirmation purposes, the applicability of the discharge to
future claims, successor liability, substantive consolidation,
and the role of the future claims representative.  Because of the
numerous similarities between these cases, the Conflicted
Advisors have been able to advocate positions in G-I based on the
Court's decisions that were issued while the Conflicted Advisors
were assisting the Court in carrying out its judicial functions.
The Conflicted Advisors have even gone so far as to tell the
court in the G-I case how it will rule on issues in the future,
and to use that yet-to-be-issued decision as precedent for how
the G-I court should rule.  The Conflicted Advisors advocated
positions in G-I with regard to the qualifications and testimony
of a key expert witness employed by the Official Unsecured
Creditors' Committee in Owens Corning's case, Mr. Finger says.
Finally, and perhaps most troubling, many of the future claimants
whom the Conflicted Advisors represent in G-I are also future
claimants in the Debtors' cases, since G-I and the Debtors
engaged in similar businesses and manufactured similar asbestos-
containing products.

Mr. Finger asserts that the Conflicted Advisors and their G-I
clients have a personal, and material, interest in the outcome of
these cases in terms of:

   (1) the legal precedents the Court established and will
       continue to establish in the future;

   (2) the testimony of expert witnesses and the development of
       the factual record; and

   (3) the relief that the Court may award future tort claimants.

Section 455(a) of the Judiciary Procedures Code, and Canon 3C of
the Code of Conduct for United States Judges make clear that a
judge "shall disqualify himself", not only if the judge is in
fact not impartial, but also "if the judge's impartiality might
reasonably be questioned."  It is well established that a judge's
impartiality comes into question when an advisor or assistant to
the judge has an interest in the outcome of the litigation.
Section 455(b)(1) and the Judicial Conduct Code additionally
require a judge to disqualify himself whenever he obtained extra
judicial knowledge of disputed evidentiary facts concerning the
proceeding, whether directly or through his advisors.

Mr. Finger contends that it cannot be disputed that the
Conflicted Advisors actively and materially participated in these
cases and in the four other asbestos cases in which they are
advising the Court, including devoting hundreds of hours to
consulting privately with the Court, performing legal and factual
research for the Court, attending hearings and assisting the
Court in preparing for hearings, meeting with representatives of
plaintiffs, defendants, and insurers, and engaging in other tasks
that may have a material impact on the manner in which these
cases are administered and the results that will be achieved.  In
all, the Conflicted Advisors had been paid more than $620,000 for
their services in the Court through the spring of 2003.  Nor can
it be disputed that the Conflicted Advisors, as the appointed
future claimants representative and counsel in the G-I cases,
have a material interest in how the future claimants are treated
in the five jointly administered asbestos cases for which they
are advising the Court.  The Conflicted Advisors have been
actively litigating their positions in the G-I cases, and by
doing so presented evidence and advocated positions that are
highly relevant to, and hotly disputed in, the Debtors' cases.

Mr. Finger maintains that the Conflicted Advisors, quite
literally, are in a position to "take the law into their own
hands" by advising the Court on issues which can directly affect
their constituents' rights.  These materially conflicting
interests were never disclosed to Kensington and Springfield, who
only discovered them during the last couple of weeks.  Because
the Conflicted Advisors participated actively and materially in
the Debtors' cases for nearly 22 months, there is no way to
return the appearance of impartiality to the Court.  Under the
plain terms of Section 455 and the Judicial Conduct Code, full
and immediate recusal is required.

Kensington and Springfield firmly believe that the record, as it
now stands, compels immediate recusal.  However, to the extent
additional evidence may be necessary, Kensington and Springfield
reserve their right to seek discovery. (Owens Corning Bankruptcy
News, Issue No. 60; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


PATCH SAFETY: Completes Refinancing & Restructuring Transactions
----------------------------------------------------------------
Patch Safety Services Ltd., has successfully completed the major
financial and management restructuring previously announced
September 16, 2003.

The equity financing, with Jennings Capital Inc. acting as Agent
for a portion of the financing, was oversubscribed. A total of
$2,411,825 before expenses was received through the sale of
20,972,391 special warrants at a price of $0.115 per special
warrant. The offering was expanded primarily to accommodate strong
interest in participation from the staff of Patch. Each special
warrant will entitle the holder to acquire, at no additional cost,
one common share for each special warrant.

The Corporation has begun the process of filing a Preliminary
Prospectus with the intent of filing within 60 days of closing.
The Prospectus is to qualify the special warrants sold under this
offering in order to convert them to free trading common shares.

The various series of debentures totaling $1,947,500 have been
eliminated. As previously announced, $973,750 was repaid in cash
from the proceeds of the equity financing. The holders of the
debentures exercised their option to convert up to 25% of the
remainder into equity in the form of special warrants on the same
terms as were sold to new investors by subscribing for 1,381,114
special warrants at $0.115 per special warrant for a value of
$158,828.

The remainder, $814,998, will be repaid through the issuance of
new, 7.5% convertible debentures that mature in three years and
have a conversion price of $0.30 per common share. Patch has a
prepayment option by which 1/36 of the debentures may be repaid on
a monthly basis as long as such repayments do not violate Patch's
senior lending covenants.

As a result of the foregoing transactions, the number of issued
and outstanding Common Shares will increase from 9,691,833 to
32,045,338 upon exercise of all special warrants. In addition, a
provision has been made for the issuance of up to 2,716,661 common
shares assuming the full conversion of the convertible debentures.
Patch has 650,000 options to purchase common shares outstanding of
which 170,000 can be considered "in the money" at Patch's closing
price on the TSX Venture Exchange on October 24, 2003 of $0.18 per
share.

Patch's new senior lending facility has also been put into place.
The $883,625 in senior secured long term debt is due in full
September 30, 2006 with monthly principal payments of $24,550.
Prior to the restructuring, this debt was due September 1, 2005
and the monthly principal payments were $46,875.

As a result of the foregoing, Patch's liquidity and financial
flexibility have improved significantly. Prior to the
restructuring, Patch had $2,556,155 in debt due in the next 12
months. Following the financial restructuring, this figure has
been reduced to $340,755. Patch's working capital situation is
substantially stronger than it has been for some time.

The senior management changes announced September 16 have also
been undertaken. Effective immediately, David L. Yager has assumed
the position of Chairman, President and Chief Executive Officer.
Christopher Hunter, B. Comm.Hons., C.G.A., has accepted the
position of Chief Financial Officer. Mr. Hunter has over 10 years
of oilfield service financial experience gained through positions
of increasing responsibility at Technicoil Corporation and Tesco
Corporation.

All the former directors of Patch, except Robert Petryk, have
resigned. Douglas Robinson and James Hill joined Mr. Yager and Mr.
Petryk in constituting the new Patch Board of Directors.

New CEO David L. Yager has been working on this transaction since
May of this year, and offers the following comments.

"While I would obviously like to thank our many new shareholders
for their support in the future of Patch, the real thanks should
go to all the parties who really wanted to see this company
succeed, especially the ones who willingly stepped aside to make
it happen; founding CEO Gerald Maetche and the former directors.
The loyalty and support of the staff and our contractors through
the tough times is also greatly appreciated, as was the
cooperation of the bank and debenture holders. But our biggest
thanks goes to our outstanding customers who kept using Patch even
when our financial difficulties were well known and being
advertised by our competitors. Any company that has such strong
support from the key stakeholders as Patch does is destined to
succeed, and I'm honored to be part of it."

Since 2000, Patch has established itself as an industry leader in
oilfield safety services. Core business areas include breathing
equipment for personnel operating in high hazard environments,
fire/shower units for worker and equipment protection where
flammable or corrosive substances are employed, safety training,
and downwind monitoring. Patch operates from seven service centers
strategically located in the major producing areas of Western
Canada.


PG&E NATIONAL: Asks Court to Fix January 9, 2004 Claims Bar Date
----------------------------------------------------------------
To recall, on August 22, 2003, PG&E National Energy Group, Inc.,
now known as National Energy & Gas Transmission, Inc., and its
debtor-affiliates including USGen New England Inc., filed their
Schedules of Assets and Liabilities and Statement of Financial
Affairs.  The Schedules identify all known creditors and their
claim amounts.  Although the Debtors have identified most, if not
all, creditors holding an interest in or claim against their
estates, it is possible that certain creditors will dispute the
claim amounts listed in the Schedules.  Hence, it is important to
afford the creditors an opportunity to dispute the claim amounts
set forth in the Schedules.

By separate requests, the NEG Debtors and USGen ask the Court to
establish January 9, 2004 as the last day for filing proofs of
claim against their estates.  The Debtors also ask the Court to
approve the form and manner of notice of the Claims Bar Date.

These entities are not required to file proofs of claim on or
before the Bar Date:

    (a) Any affiliate of the Debtors, except for the affiliates
        of:

        * Attala Power Corporation,
        * Attala Generating Company, LLC,
        * Attala Energy Company, LLC,
        * Pacific Gas and Electric Company,
        * PG&E Corporation,
        * PG&E National Energy Group, LLC, and
        * Pittsfield Generating Company, LP.

        The Debtors want to avoid the administrative logjam that
        such filings would require.

    (b) Any current employee of the Debtors or non-debtor
        subsidiaries of NEG -- that is, employees of (i) Power
        Services Company, (ii) PG&E Gas Transmission Service
        Company, LLC, (iii) USG Services Company, LLC, and (iv)
        NEGT Services Company -- regarding a claim arising in the
        ordinary course of their employment with the Debtors or
        the Company, like claims for wages, PTO, ordinary course
        bonuses.

    (c) Any person or entity that has already properly filed, with
        the Clerk of the United States Bankruptcy Court for the
        District of Maryland, Greenbelt Division, a proof of claim
        against the correct Debtor utilizing a claim form that
        substantially conforms to Official Form No. 10.

    (d) Any entity:

        -- whose claim is listed on the correct Debtor's
           Schedules;

        -- whose claim is not described as "disputed",
           "contingent", or "unliquidated";

        -- who does not dispute the specific Debtor against which
           the person's or entity's claim is listed; and

        -- who does not dispute the amount or type -- secured,
           priority unsecured or non-priority unsecured -- of the
           claim for the person or entity as set forth in the
           Schedules.

    (e) Any entity whose claim has been paid or otherwise
        satisfied by the Debtors.

    (f) Any entity that holds a claim that has been allowed by the
        Court -- other than an allowed claim for voting purposes
        -- on or before the Bar Date.

    (g) Any entity holding a claim allowable under Sections 503(b)
        and 507(a) of the Bankruptcy Code as an administrative
        expense, including claims for professional and expert
        compensation.

    (h) Any entity holding a claim, which is limited exclusively
        to the repayment of principal, interest, or other
        applicable fees and charges arising from any bond, note
        or debenture related to the NEGT Indenture dated May 22,
        2001.  This exclusion does not apply to the NEGT Indenture
        Trustee, Wilmington Trust Company.  Any former or current
        holder of an NEGT Note Claim wishing to assert a claim,
        other than an NEGT Note Claim, arising out the Indenture
        or related notes, that arises out of or relates to the
        ownership or purchase of an NEGT Note or the NEGT
        Indenture, including, claims relating to the purchase,
        sale, issuance, or distribution of an NEGT Note or the
        NEGT Indenture, any damages claim under applicable
        securities law or any claim pursuant to Section 510(b) of
        the Bankruptcy Code, must file proofs of claim on or
        before the Bar Date unless another identified exception
        applies.

                     Contract Rejection Claims

The NEG Debtors and USGen also propose that any claim with
respect to the postpetition rejection of an unexpired lease or
executory contract must be filed by the later of:

    -- 30 days after the date of any order authorizing the
       Debtors to reject the Agreement; and

    -- the Bar Date, unless the rejection of the Agreement
       provides for a different date, in which case such date will
       govern in all respects.

However, if an Agreement is not rejected or assumed before the
Agreement expires, the claims must be filed by the later of:

    -- the Bar Date; and

    -- 30 days after the Expiration Date.

Any other claims respecting a lease or contract are to be filed
by the Bar Date.

                      Wilmington Trust Claim

The NEG Debtors propose to allow Wilmington Trust, as NEGT
Indenture Trustee, to file a single master proof of claim, as
applicable, with respect to the repayment of principal, interest
or other applicable fees and charges related to the NEG Debtors'
senior subordinated notes issued pursuant to the NEGT Indenture.
However, except to the extent otherwise authorized under
applicable law, Wilmington Trust will not be authorized to file a
proof of claim relating to the NEGT Indenture or the NEGT Notes
that arises out of the ownership or purchase of the NEGT Notes,
including, claims arising out of or relating to:

    -- the purchase, sale, issuance, or distribution of the NEGT
       Notes;

    -- any damages claim under applicable securities law; or

    -- any claim pursuant to Section 510(b).

Wilmington Trust will not be required to attach supporting
documentation with respect to its proofs of claim.  Beneficial
holders of the NEG Debtors' Notes will not be required to file a
proof of claim for principal, interest and/or applicable fees or
charges in respect of the NEGT Notes to the extent such claim is
covered by a master proof of claim filed by Wilmington Trust
Company.

                     Prepetition Lender Claims

The NEG Debtors propose that each of the administrative agents
under the applicable credit agreement explicitly is authorized to
file a single proof of claim on behalf of each and all lenders
under the agreements for claims for principal, interest, fees,
attorneys fees, costs, expenses and other contractual obligations
owing to the lenders under:

    * a credit facility dated August 22, 2001 -- Company Credit
      Agreement -- among the NEG Debtors, Chase Manhattan
      Bank, as administrative agent, and other financial
      institutions;

    * a credit facility dated as of March 15, 2002 -- GenHoldings
      Credit Facility -- among GenHoldings I, LLC, Societe
      Generale, as administrative agent, and other financial
      institutions, and the related NEG Debtors equity
      contribution guarantee;

    * a credit facility dated March 7, 2000 -- La Paloma Project
      Facility -- among La Paloma Generating Company, LLC,
      Citibank, N.A., as administrative agent, and other
      financial institutions, and guaranteed by NEG;

    * a credit facility dated August 28, 1999 -- Lake Road Project
      Facility -- among Lake Road Generating Company, L.P.,
      Citibank, N.A., as administrative agent, and other financial
      institutions, and guaranteed by NEG; and

    * a credit facility dated as of May 29, 2001 -- Construction
      Facility -- among National Energy Construction Company, LLC
      formerly known as PG&E National Energy Group Construction
      Company, LLC, Societe Generale, as administrative agent, and
      other financial institutions, and guaranteed by NEG.

With respect to any Master Proof of Claim, no Administrative
Agent will be required to attach supporting documentation.

                     Amended Schedules Claims

If their Schedules are amended subsequent to the proposed Bar
Date, the NEG Debtors and USGen intend to give a notice of the
amendment to the affected claimants.  The affected claimants will
be afforded 30 days from the Notice Date -- or another time
period as may be fixed by the Court -- to file proofs of claim,
if necessary, or forever be barred from doing so and the affected
Claim will be forever discharged, except as scheduled in the
amendment.

                    Mailing of Proofs of Claim

The Debtors further propose to serve a notice of the Claims Bar
Date together with a proof of claim form, substantially in the
form of Official Bankruptcy Form 10, by November 20, 2003.  This
will give the creditors sufficient time to prepare and file
proper documentation.  The Debtors will send a separate notice to
entities with Claims listed on the Schedules as disputed,
contingent, or unliquidated.

The Debtors will mail the Bar Date Notice and the proof of claim
form to these parties:

    (a) the U.S. Trustee;

    (b) each member of the committees appointed in the Debtors'
        Chapter 11 cases and the attorneys for the committees;

    (c) all known holders of claims listed on the Schedules at the
        known addresses;

    (d) all parties known to the Debtors as having potential
        claims against the Debtors' estates but who are not listed
        on the Schedules;

    (e) all counterparties to the Debtors' executory contracts and
        unexpired leases listed on the Schedules at the known
        addresses; and

    (f) all state attorneys general and state departments of
        revenue for states in which the Debtors conduct business.

Each proof of claim filed must:

    (1) be written in English;

    (2) be denominated in lawful currency of the United States;

    (3) conform substantially with the Proof of Claim Form;

    (4) indicate the Debtor or Debtors against which the creditor
        is asserting a claim; and

    (5) be signed by the claimant or, if the claimant is not an
        individual, by an authorized agent of the claimant.

Proofs of claim will be deemed filed only when received at one of
the addresses.  Creditors will not be entitled to file proofs of
claim by fax, telecopy or electronic mail transmission.

Creditors subject to the Bar Date must file a proof of claim on
or before the Bar Date, or they will be forever barred, estopped
and permanently enjoined from:

      (i) asserting a claim, whether directly or indirectly,
          against the Debtors, their successors and assigns;

     (ii) voting to accept or reject any Chapter 11 plan or
          participating in any distribution in these Chapter 11
          cases on account of the claim; and

    (iii) receiving any further notices regarding the claim.

The Debtors will supplement the Bar Date Notice by publishing the
Notice on or before November 20, 2003 in the national edition of
The Wall Street Journal and The Washington Post. (PG&E National
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


PINNACLE ENTERTAINMENT: Names Humberto Trueba, Jr. as SVP of HR
---------------------------------------------------------------
Pinnacle Entertainment, Inc. (NYSE: PNK) has appointed Humberto
"HT" Trueba, Jr. to the position of Senior Vice President of Human
Resources and Training.

Mr. Trueba joins Pinnacle Entertainment, Inc. from Citicard, a
division of Citigroup Inc., a diversified global financial
services holding company providing a broad range of financial
services to 200 million consumers and corporate customers in over
100 countries and territories.  He served as National Training and
Performance Director for the Credit Card division.  In this role,
he successfully led the initial training development and
orientation of the Home Depot Credit Service portfolio launch.

Prior to Citigroup, Mr. Trueba held various senior-level positions
in Human Resources and Training for TeleTech, a global customer
relationship and outsourcing solutions company that employs more
than 27,000 professionals spanning North America, Latin America,
Asia-Pacific and Europe.  He has also worked for Walt Disney World
as a senior manager in Park and Resort Operations, Human
Resources, Training and Development and Organizational Design.  He
worked on several grand openings for Disney's park and resort
operations, including Animal Kingdom, Coronado, Disney Cruise
Lines, Blizzard Beach, Disney Wide World of Sports and Disney All
Star Sport.

His academic achievements include a Bachelor's degree and a
Master's degree in Food Science and Industry from Kansas State
University.  He also holds an executive MBA from the University of
Denver and certifications from the University of Michigan and the
Society for Human Resource Management in the areas of Human
Resources, Training, Instructional Development and Organizational
Development.

Mr. Trueba will lead Pinnacle Entertainment's company-wide human
resources and training strategy.  He will work alongside Art
Goldberg, the Company's Senior Vice President of Risk Management
and Benefits.  Both Messrs. Trueba and Goldberg will report to
Wade Hundley, the Company's Chief Operating Officer.

"I've always admired Disney's success in hiring, motivating and
retaining customer-oriented employees.  As we've pulled together
the new Pinnacle management team, I've looked high and low for
someone in this important role who could help us emulate that
approach in the gaming industry," commented Daniel R. Lee,
Pinnacle's Chairman and CEO.  "HT has the personality and
experience to help us be the employer-of-choice in the industry
and to help our employees understand the importance of being
customer-centric.  We are very pleased to have him join our team."

"I'm very excited to work with the Pinnacle's leadership team in
shaping and molding the Company's new direction," said Mr. Trueba.
"I look forward to leveraging my leadership experience in building
a high-performance HR and training organization to support the
General Managers at our properties and to ensure a successful
opening of our Lake Charles project."

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


PLAINS ALL AMERICAN: Will Refinance Bank Debt with New Bank Deal
----------------------------------------------------------------
Plains All American Pipeline, L.P. (NYSE: PAA) has launched a bank
credit transaction designed to replace its existing senior secured
credit facilities with new senior unsecured credit facilities
totaling $750 million and a $200 million uncommitted facility for
the purchase of hedged crude oil.

The $750 million of new facilities will be comprised of:

    --  a four-year, $425 million U.S. Revolving Credit Facility;

    --  a 364-day, $170 million Canadian Revolving Credit Facility
        with a five-year term-out option;

    --  a four-year, $30 million Canadian Working Capital
        Revolving Credit Facility; and

    --  a 364-day, $125 million Revolving Credit Facility.

All of the facilities with the exception of the $200 million
Hedged Inventory Facility will be unsecured.  The $200 million
Hedged Inventory Facility will be an uncommitted facility, which
the Partnership anticipates using to build inventory during
periods when the market is favorable. Borrowings under the Hedged
Inventory Facility will be secured by the inventory purchased
under the facility and the associated accounts receivable, and
will be repaid from the proceeds from the sale of such inventory.

After closing, the Partnership's capital structure will consist of
$200 million of senior unsecured notes due 2012 and debt
outstanding under the $750 million of senior unsecured bank credit
facilities.  Closing is contingent upon, among other things, the
negotiation of mutually acceptable documentation.

Fleet Securities, Inc. is acting as Sole Arranger and Fleet
National Bank is acting as Administrative Agent for the
transaction.  In addition to Fleet, Bank One, NA and Wachovia
Bank, National Association have committed to participate in the
unsecured facilities as Tier 1 lenders.  The Partnership expects
to close the transaction during the fourth quarter.

Plains All American Pipeline, L.P., (S&P, BB+ Senior Unsecured
Debt Rating, Stable)  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, 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.


PLAYTEX PRODUCTS: Reports Slight Decline in 3rd-Quarter Results
---------------------------------------------------------------
Playtex Products, Inc. (NYSE: PYX), a leading diversified personal
care and consumer products company, reported that in the third
quarter of 2003, the Company earned $3.1 million, or $0.05 per
diluted share.

These results compare with third quarter 2002 earnings of $8.9
million, or $0.14 per diluted share. For the nine month period
ended September of 2003, the Company earned $19.2 million or $0.31
per diluted share compared with 2002 results for the same period
of $41.7 million or $0.67 per diluted share.

Net sales were $150.1 million in the third quarter of 2003, which
compare with prior year results of $161.6 million. Feminine Care
sales lagged year ago as a result of lower consumption combined
with heavy promotion levels in the comparative 2002 period. In
addition, pipeline shipments of the new Heat Therapy product were
included in the year ago period. Infant Care net sales were 1%
lower than a year ago; however, excluding the non-core baby wipes
business, Infant Care sales were up 1%. Sun Care net sales were
minimal in the third quarter as expected in this off-season
shipment period. Household Products/Personal Grooming net sales
declined versus the prior year due to a continuation of
unfavorable category trends and significant pipeline shipments of
the new Woolite Oxy Deep in the year ago period.

"As we reach the one-year anniversary of the competitive tampon
launch, we have shown our ability to defend our business and move
toward offense in order to grow again. The next step in our
offense includes the launch of an innovative new tampon that has
been in development in our laboratories over the past several
years. We have begun introducing Playtex Beyond Tampons to the
retail trade and we are seeing a very positive acceptance. Beyond
will begin shipping in the first quarter of 2004. This new product
features a comfortable contoured tip, a colorful flushable
applicator and the incredible comfort and protection that Playtex
is known for among consumers. The tampon will be targeted toward
women who want the convenience and flushability of a cardboard
product but are dissatisfied with the comfort of their current
tampon. Infant Care market share and sales trends remain stable.
The largest portion of our Infant Care business, Infant Feeding,
is beginning to show growth as a result of our successful brand
strategies. We have continued to rejuvenate and reposition our
Infant Care products and are excited about the launch of several
new products that will begin to ship early next year," stated CEO,
Michael R. Gallagher.

"We look forward to 2004 with enthusiasm as we have the programs
and products that we believe will generate growth in our Feminine
Care, Infant Care and Sun Care businesses. We anticipate
improvements in Playtex's results next year with the impact of new
product launches in our major categories, an intensified focus on
cost reduction opportunities, a normalized weather year, and
hopefully an improved economic climate," Mr. Gallagher concluded.

The Company's fourth quarter will include charges associated with
cost reduction efforts of approximately $0.02 to $0.03 per diluted
share, which will result in estimated annualized savings beginning
in 2004 of approximately $4 million. Earnings estimates for the
full year 2003 should be adjusted by these charges.

The Company is providing initial guidance for 2004 earnings per
diluted share in the $0.50 to $0.55 range.

Playtex Products, Inc. (S&P, B+ Long-Term Corporate Credit and
Senior Unsecured Bank Loan Ratings, Developing) is a leading
manufacturer and distributor of a diversified portfolio of
personal care and consumer products, including Playtex infant
feeding products, Wet Ones, Baby Magic, Diaper Genie, Mr. Bubble,
Playtex tampons, Banana Boat, Woolite rug and upholstery cleaning
products, Playtex gloves, Binaca and Ogilvie.


PRG-SCHULTZ: Bank Syndicate Agrees to Forbear Until November 15
---------------------------------------------------------------
PRG-Schultz International, Inc. (Nasdaq:PRGX) announced financial
results for the third quarter 2003 and provided an outlook for the
fourth quarter 2003.

             Third Quarter 2003 Financial Highlights

         --  Net loss for the quarter was $1.7 million, or 1.8% of
             revenues, and represented $0.03 per diluted share.
             This net loss included after-tax charges of $2.4
             million, or $0.04 per diluted share, relating to the
             Company's strategic business initiatives.

         --  Revenues for the quarter totaled $92.6 million:

             --  Revenues from Accounts Payable Services totaled
                 $79.9 million.

             --  Revenues from Other Ancillary Services totaled
                 $12.7 million.

         --  Operating loss was $829,000, or 0.9% of revenues,
             compared to operating income of $17.3 million, or
             14.9% of revenues, during the third quarter of 2002.

         --  EBITDA margin was 3.9% of revenues for the quarter,
             compared to 18.6% a year ago.

         --  Cash flow from operating activities decreased to
             $22.6 million for the nine months ended September 30,
             2003, from $27.5 million during the same period a
             year ago.

         --  Capital expenditures totaled $8.2 million for the
             nine months ended September 30, 2003.

John Cook, Chairman and Chief Executive Officer of PRG-Schultz
stated, "On the domestic front, we continued to be impacted in the
third quarter by the challenges we faced during the first two
quarters of 2003. These include ongoing extreme caution displayed
by some of our largest US retail accounts payable clients in light
of numerous and highly publicized inquiries by the Securities and
Exchange Commission into the overall accounting for vendor-
supplied promotional allowances. As a result, there was negligible
improvement, if any, during the quarter with respect to several of
our largest US retail clients, who continued with more deliberate
procedures for approving and processing our claim findings and
continued to subject them to additional levels of internal review.
We remain steadfast in our belief that this climate of
unprecedented caution by some of our largest US retail accounts
payable clients is temporary in nature, but it is now clear to us
that it will extend into 2004."

"We continue to attribute some of our performance to the need for
better execution, particularly as it relates to results in our
international accounts payable operations and ongoing challenges
in our US commercial accounts payable operations. We also continue
to actively address these execution shortcomings through multiple
courses of corrective action in order to capitalize on the
significant long-term potential of these businesses, which we have
always believed, and continue to believe, to be promising."

               Third Quarter 2003 Financial Results

Revenues for the third quarter of 2003 totaled $92.6 million,
compared to $116.1 million in the third quarter of 2002. Revenues
from Accounts Payable Services and Other Ancillary Services
totaled $79.9 million and $12.7 million, respectively, for the
quarter compared to $101.8 million and $14.3 million,
respectively, a year ago. The year-over-year decrease of
approximately 22% in Accounts Payable Services revenues was due
primarily to a decrease in revenues from the Company's US Accounts
Payable Services operations, which declined by approximately 28%
year-over-year. Revenues from the Company's international Accounts
Payable Services operations declined by approximately 6% year-
over-year, adversely impacted by a significant decrease in
revenues from the United Kingdom. Revenues from Other Ancillary
Services decreased by 11% year-over-year, due to the generation of
lower revenues from each of the three business entities that
comprise that operating segment.

Net loss for the third quarter of 2003 was ($1.7 million), or
($0.03) per diluted share, compared to net earnings of $9.7
million, or $0.13 per diluted share, during the third quarter of
2002. The third quarter of 2003 included after-tax charges of $2.4
million, or $0.04 per diluted share, relating to the Company's
previously disclosed strategic business initiatives. The third
quarter of 2002 included after-tax charges of $3.2 million, or
$0.04 per diluted share, relating to the integration of the
businesses of Howard Schultz & Associates International, Inc.,
which the Company acquired in January 2002.

Historically, after-tax interest and amortization expense related
to the Company's convertible notes have been added back to
earnings from continuing operations for the purpose of calculating
diluted earnings per share. Correspondingly, the approximately
16.1 million common shares into which the convertible notes can be
exchanged have been added to the diluted share count. For the
quarter and nine-month periods ended September 30, 2003, generally
accepted accounting principles require that these adjustments not
be made since the resulting calculations would have been anti-
dilutive.

Operating (loss) for the third quarter of 2003 totaled ($829,000),
or (0.9%) of revenues, compared to operating income of $17.3
million, or 14.9% of revenues, in the same period a year ago.
Earnings before interest, taxes, depreciation and amortization
(EBITDA) for the third quarter of 2003 totaled $3.6 million, or
3.9% of revenues, compared to $21.6 million, or 18.6% of revenues,
in the third quarter of 2002. See Schedule 5 for a reconciliation
of EBITDA, a non-GAAP financial measure, to net earnings.

The Company reiterated that, to its knowledge, the SEC
investigations into vendor-supplied promotional allowances focus
on how and when retailers record promotional allowances in their
income statements, which is unrelated to the recovery audit
services performed by PRG-Schultz.

               First Nine Months 2003 Financial Results

Revenues for the first nine months of 2003 totaled $292.5 million,
compared to $344.7 million in the first nine months of 2002.
Revenues from Accounts Payable Services and Other Ancillary
Services totaled $246.6 million and $45.9 million, respectively,
for the first nine months of 2003 compared to $304.2 million and
$40.5 million, respectively, a year ago.

Net earnings for the first nine months of 2003 were $7.3 million,
or $0.12 per diluted share, compared to $8.0 million, or $0.14 per
diluted share, during the comparable period in 2002.

Operating income for the first nine months of 2003 totaled $17.5
million, or 6.0% of revenues, compared to $42.8 million, or 12.4%
of revenues, in the same period a year ago. Earnings before
interest, taxes, depreciation and amortization (EBITDA) for the
first nine months of 2003 totaled $30.4 million, or 10.4% of
revenues, compared to $56.2 million, or 16.3% of revenues, for the
first nine months of 2002. See Schedule 5 for a reconciliation of
EBITDA, a non-GAAP financial measure, to net earnings.

During the nine-month period ended September 30, 2002, the Company
recorded an after-tax charge of $17.2 million, or $0.21 per
diluted share, relating to the implementation of SFAS 142,
"Goodwill and Other Intangible Assets." In accordance with
generally accepted accounting principles, this non-cash goodwill
impairment charge relating to transitional impairment testing was
recorded as a cumulative effect of a change in accounting
principle. Future goodwill impairment charges, if any, are
required to be charged against operating income in the Company's
consolidated statements of operations.

            Cash Flow, DSOs and Capital Expenditures

Net cash from operating activities for the nine months ended
September 30, 2003 was approximately $22.6 million, compared to
$27.5 million in 2002.

Company-wide, Days Sales Outstanding (DSOs) at the end of the
third quarter of 2003 stood at 51 days, compared to 52 days a year
ago.

Capital expenditures totaled approximately $8.2 million for the
first nine months of 2003, compared to $19.4 million in the same
period a year ago. Capital expenditures were higher in the 2002
period due to the acquisitions and integration of the businesses
of Howard Schultz & Associates International, Inc. and affiliates.

                      Bank Credit Facility

The Company maintains a $55.0 million senior bank credit facility
that is syndicated between three banking institutions led by Bank
of America. The facility contains customary covenants including
financial ratios. As of September 30, 2003, the Company had
outstanding borrowings under this credit facility of $29.0 million
and was not in compliance with the stipulated fixed charge
coverage ratio or the leverage ratio. The Company has been working
with Bank of America, as lead bank, over the last two months with
a view toward prospectively relaxing the stringency of its
financial ratio covenants as well as allowing the Company to take
other prudent managerial actions. The Company has also recently
entered into discussions with the other two banks in the
syndicate. On September 29, 2003, the banking syndicate executed a
waiver in favor of the Company wherein the Company acknowledged
its lack of credit covenant compliance and the syndicate agreed to
forbear exercising their available rights and remedies until
November 15, 2003. The Company considers it highly probable that
it will be able to reach a satisfactory agreement with its banking
syndicate no later than November 14, 2003, when its SEC Form 10-Q
for the quarter ended September 30, 2003 is due. The $29.0 million
of outstanding borrowings at September 30, 2003 has been reflected
on the accompanying Condensed Consolidated Balance Sheet
(Unaudited) as a long-term liability due to the Company's belief
that it will reach a satisfactory agreement with its banking
syndicate no later than November 14, 2003. Should the banking
syndicate not grant appropriate relief by November 14, 2003, the
Company will be required by generally accepted accounting
principles to reclassify the $29.0 million as a current liability
in the Condensed Consolidated Balance Sheet (Unaudited) contained
in its forthcoming SEC Form 10-Q for the quarter ended
September 30, 2003.

                 Outlook for Fourth Quarter of 2003

For the fourth quarter of 2003, consolidated revenues are expected
to range from $95.0 - $97.0 million. Revenues from Accounts
Payable Services are expected to range from $82.0 - $84.0 million,
and revenues from Other Ancillary Services are expected to be
approximately $13.0 million.

Diluted (loss) per share for the quarter ending December 31, 2003
is expected to range from breakeven to a loss of ($0.02). This
outlook includes an earnings reduction of approximately $0.06 per
diluted share to reflect already-identified severance and other
costs related to the Company's strategic business initiatives,
which are more fully discussed below.

As of September 30, 2003, the Company's Condensed Consolidated
Balance Sheet (Unaudited) reflected goodwill of $372.4 million and
deferred tax assets of $36.3 million. The Company has not
completed its operating budget for 2004 and does not presently
contemplate its completion until late in 2003 so that the costs
and savings of its previously discussed strategic business
initiatives can be appropriately considered and included. The
Company's operating budget for 2004 and its internal outlook
beyond next year will be integral factors in assessing the
recoverability of goodwill and deferred tax assets when routine
impairment testing is undertaken during the quarter ending
December 31, 2003. The foregoing outlook for the quarter ended
December 31, 2003 does not consider the impact of any impairment
charges, should such be warranted by generally accepted accounting
principles.

                  Strategic Business Initiatives

In July 2003, the Company announced a series of strategic
initiatives designed to ensure our continued growth, maintain our
dedicated focus on our clients, and sustain our success.
Specifically, the Company announced plans to:

     (A) Evolve the Service Model

PRG-Schultz as currently constituted is essentially an assemblage
of approximately two dozen acquisitions over a dozen years,
culminating in the 2002 merger of The Profit Recovery Group
International, Inc. and Howard Schultz & Associates International,
Inc. Although the Company believes that it has been successful in
eliminating duplicative selling, general and administrative costs
as merged entities were assimilated, there has been little focus
until earlier this year in developing consistent audit tools,
audit methodologies and field staffing protocols. The Company
believes that this consistency is a critical prerequisite to
better serving our clients since it provides a uniform foundation
for propagating best practices throughout the world. Another area
we are addressing is gaining cost efficiencies through the
standardization of the more routine sub-components of our recovery
audit process that lend themselves to greater efficiency and cost-
effectiveness when performed in a specialized, centralized work
group setting.

The Model Evolution work initially concentrates on the US accounts
payable business and domestic corporate support functions. The
Company will be conducting the US aspect of its work through most
of 2004 and continues to expect annualized cost savings of at
least $12.0 million upon completion of the US-based work effort.
In conducting this work, the Company is incurring expenses for
items such as employee severances, the closure of offices and the
fees of outside advisors. During the quarter ended September 30,
2003, the Company incurred after-tax costs of $2.4 million, or
$0.04 per diluted share, on these US strategic business
initiatives and expects to continue to incur quarterly charges
until project completion, including expected after-tax costs of
$3.6 million, or $0.06 per diluted share, in the fourth quarter of
2003.

     (B) Develop New Business

During 2003, the Company created, funded and staffed a discrete
business development unit charged with developing new channels of
revenue for the Company. The business development group is led by
a senior business executive, Paul van Leeuwen, who was brought
into the Company earlier this year due to his specific expertise
in this area. The Company is highly pleased with the progress and
initiatives of the new group to-date and intends to devote
considerably greater resources to the group in 2004.

     (C) Grow the International Business

We anticipate devoting significantly greater resources and
emphasis in 2004 to our international operations with a goal of
realizing the truly massive revenue growth potential of those
marketplaces. To that end, the Company appointed Richard Bacon as
Executive Vice President of International Operations in September
2003. Mr. Bacon is a seasoned international business executive.

The ultimate goals of the Company's strategic initiatives are to
better serve our clients, to resume acceptable levels of revenue
growth, and to adequately and appropriately compensate our
revenue-producing professionals.

"This is a dynamic time for our Company as we make significant
progress towards an exciting new future," said Cook. "Together, we
will be passionately creative and innovative, with a disciplined
approach towards creating value for our clients in ways no other
firm can."

Headquartered in Atlanta, PRG-Schultz International, Inc. (PRG-
Schultz) is the world's leading provider of recovery audit
services. PRG-Schultz employs approximately 3,500 employees,
providing clients in over 40 countries with insightful value to
optimize and expertly manage their business transactions. Using
proprietary software and expert audit methodologies, PRG-Schultz
industry specialists review client invoices, purchase orders,
receiving documents, databases, and correspondence files to
recover lost profits due to overpayments or under-deductions. PRG-
Schultz is retained on a pay-for-performance basis, receiving a
percentage of each dollar recovered.


RANGE RESOURCES: Will Publish Third-Quarter Results on Tuesday
--------------------------------------------------------------
Range Resources Corporation (NYSE:RRC) announced that its third
quarter 2003 results news release will be issued after the close
of trading on the New York Stock Exchange on Tuesday, November 4.

The Company will host a conference call on Wednesday, November 5
at 2:00 p.m. ET to discuss its results. Anyone interested in
participating in the call is invited to dial in at 877-207-5526
and ask for the Range Resources third quarter results conference
call. A simultaneous webcast of the call may be accessed over the
Internet at http://www.rangeresources.comor http://www.vcall.com

The webcast will be archived for replay on the Company's website
for 90 days. A telephone replay of the call will be available
through midnight ET November 12, 2003 at 800-642-1687. The
conference ID for the replay is 3660107.

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.


RELIANCE: Liquidator Wants to Pay $250M to Guaranty Associations
----------------------------------------------------------------
M. Diane Koken, Insurance Commissioner of the Commonwealth of
Pennsylvania and Liquidator of Reliance Insurance Company, asks
the Commonwealth Court to approve her First Proposal to
distribute assets to State Guaranty Associations.

Ann B. Laupheimer, Esq., at Blank Rome LLP, in Philadelphia
Pennsylvania, explains that once an insolvent insurer like RIC is
placed in liquidation, State Guaranty Associations are compelled
to perform their statutory function of paying certain covered
claims, pursuant to statutory limitations in each state.  Once a
Guaranty Association paid a covered claim that would otherwise
have been an obligation of the insolvent insurer, it becomes
subrogated to the claim of the insured or the claimant, and steps
into the shoes of the policyholder for purposes of the priority
of distribution.  Based on the payment of covered claims,
Guaranty Associations in the RIC estate will become the largest
Class (b) policyholder claimants of the estate.

Pursuant to Section 221.36 of the Pennsylvania Statute, the
Liquidator must apply to the Commonwealth Court for approval to
disburse assets out of the insolvent insurer's marshaled assets
to any guaranty association.  Section 221.36 further provides
that the proposal includes:

  a) a reserve for administrative expenses and secured claims;

  b) disbursement of assets marshaled to date and the prospect of
     future disbursement as assets become available;

  c) equitable allocation to the various guaranty associations;

  d) securing by the Liquidator of an agreement to return
     assets under certain circumstances to ensure pro rata
     distributions among members of the same creditor class; and

  e) potential reports by the guaranty associations.

Ms. Laupheimer says that this First Proposal will provide State
Guaranty Associations, security funds or entities performing
substantially equivalent functions with early access to available
RIC funds to pay covered policyholder claims and provide the
framework for future early access distributions.  This will be
the first distribution to the SGAs in the RIC liquidation related
to the class (b) claims.  The Liquidator may make future
distributions as additional funds are collected and become
available.

The Liquidator's First Proposal involves two types of assets:

A. Cash

   The Liquidator will distribute $250,000,000 in cash to the
   SGAs.  In setting this amount, the Liquidator considered the
   nature of the estate's assets and has reserved sufficient
   assets to pay the administrative expenses of the Liquidator
   and the class (a) expenses of SGAs.

B. Special or Statutory Deposits

   The Liquidator intends to calculate the share of the
   $250,000,000 early access distribution for each SGA and
   reduce the share by the amount of the special or statutory
   deposit attributable to that SGA.  On liquidation date,
   various Insurance Departments or other state officials in
   Alabama, Arizona, Arkansas, California, Delaware, Florida,
   Georgia, Idaho, Kansas, Kentucky, Louisiana, Maryland,
   Massachusetts, Missouri, Nevada, New Hampshire, New Jersey,
   New Mexico, New York, North Carolina, Oregon, Puerto Rico,
   South Carolina, Tennessee, Virginia and Virgin Islands had
   possession and control over special deposits or statutory
   deposits.  These statutory deposits are recorded as assets on
   RIC's books.  Some of the statutory deposits have been
   transferred to SGAs, ancillary receivers or others.  In other
   states, the Commissioners of Insurance still have control of
   the statutory deposits.  The Liquidator believes that there
   are statutory deposits in various states totaling
   $412,396,184.  In some states, the statutory deposits may have
   been used by SGAs to pay claims.

The Liquidator will assign RIC's interest in the Attributable
Deposits to the appropriate SGAs and will be treated as a
distribution of early access funds to that SGA, upon the SGA's
signing of a Refunding Agreement, except to the extent
Attributable Deposits are:

   1) returned to the Liquidator by any party; or

   2) used by any person or entity to pay any claims or any
      portion thereof that is an "uncovered claim."

In RIC's case, the appropriate SGA will be credited as if it had
returned the statutory deposit and the amounts will not be
treated as a distribution of early access funds to that SGA.  The
"uncovered claim" is any claim against RIC except:

   -- any claim that is a covered claim by any guaranty
      association directly or resulting from its rights on the
      payment of a covered claim;

   -- any other claim against the statutory deposit, to the
      extent paid by the statutory deposit, by any guaranty
      association including claims for expenses; and

   -- any claim for or payment of any expenses of any ancillary
      receiver.

Participating SGAs will execute a Refunding Agreement, whereby
they agree to return funds under certain circumstances.  The SGAs
must agree to reimburse the Liquidator:

  a) amounts in excess of the amount ultimately due the SGA;

  b) amounts necessary to pay claims of secured creditors or
     claims of a higher priority; or

  c) the proportional share of the assets disbursed by the
     Liquidator, which may be required to make equivalent
     distribution to creditors of the same priority class as
     policyholders if the SGA received a disbursement in excess
     of that available to pay all creditors of the insolvent
     insurer in the same class of priority as policyholders.

The Liquidator proposes this first $250,000,000 cash distribution
to SGAs to be:

  a) 33% to each SGA upon execution of the Refunding Agreement;

  b) 33% to each SGA who had executed the Refunding Agreement
     and has submitted Uniform Data Standards reporting for
     transactions from inception of liquidation on October 3,
     2001 through June 30, 2003;

  c) 34% to each SGA by September 30, 2003, provided that the SGA
     has executed the Refunding Agreement and submitted the UDS
     reporting from June 30, 2003 through September 30, 2003;
     and

  d) with respect to SGAs that cannot provide claim information
     through satisfactory UDS reporting but have provided the
     Liquidator with a reliable claim payment data, the
     Liquidator will make reasonable accommodation.

According to Ms. Laupheimer, RIC has advanced payments -- the
other deemed early access -- on behalf of certain SGAs for:

   a) RIC's payment after October 3, 2001 of certain workers'
      compensation claims while the files and responsibilities
      were being transitioned from RIC to the SGAs; and

   b) the benefits of certain claim payments during transition
      and certain reinsurance on accident and health policies
      transferred for the benefit of certain Life and Health
      Insurance Guaranty Associations.

Ms. Laupheimer assures Judge James Colins that the benefits of
the other deemed early access provided to any SGA will be taken
into account in later early access distribution proposals,
wherein cash distributions will be adjusted to account for the
other deemed early access and the Refunding Agreement will apply
to those distributions.

Aside from the other deemed early access, the Liquidator and
certain SGAs have disputed the entitlement or treatment of
certain recoverables for SGA-funded arrangements and payments by
insureds under self-funded arrangements arising from claims
payments made under large deductible policies RIC issued.  Since
the dispute is now under a separate Court litigation, any future
early access distributions or any general or final distribution
may be adjusted to account for these recoverables or payments
under self-funded arrangements based on the outcome of the
dispute.

Ms. Laupheimer says that it is unclear whether general creditors
will receive any distribution in RIC's estate because all other
classes (a) through (d), which includes all claims for losses
under policies or contracts of insurance, must be paid in full
before class (e) general creditors can be paid.  Nevertheless,
the Liquidator considered the statutory provisions of Section
221.61(b) of the Pennsylvania Statute and determined that the
statutory requirements are satisfied if the SGAs are charged with
early access on the full amount of the deposit regardless of
whether any SGA actually received 100% of the Attributable
Deposit.

These states stand to receive the cash distributions:

   State                     Amount
   -----                     ------
   Alabama                 $6,766,515
   Alaska                   1,715,975
   Arizona                    706,975
   Arkansas                     6,635
   California              22,210,306
   Colorado                 3,151,851
   Connecticut              6,331,580
   Delaware                   380,362
   District of Columbia       685,677
   Florida                 35,483,812
   Georgia                  7,376,137
   Hawaii                   1,157,828
   Idaho                        2,691
   Illinois                 9,470,981
   Indiana                  1,207,563
   Iowa                     2,385,897
   Kansas                   1,273,044
   Kentucky                 2,834,833
   Louisiana                8,954,896
   Maine                      624,337
   Maryland                 3,318,341
   Massachusetts                7,208
   Michigan                 7,963,511
   Minnesota                2,767,016
   Mississippi              5,335,084
   Missouri                 4,916,565
   Montana                    563,007
   Nebraska                   890,689
   Nevada                     522,803
   New Hampshire              679,078
   New Jersey              14,278,435
   New Mexico                 429,083
   New York                13,614,972
   North Carolina           6,735,881
   North Dakota                22,117
   Ohio                     1,352,009
   Oklahoma                 3,748,255
   Oregon                      20,565
   Pennsylvania            20,788,680
   Puerto Rico                      0
   Rhode Island             1,740,721
   South Carolina           6,091,724
   South Dakota               417,182
   Tennessee                4,392,781
   Texas                   26,269,665
   Utah                     1,115,621
   Vermont                    816,449
   Virgin Islands                   0
   Virginia                 3,426,740
   Washington               2,676,638
   West Virginia              211,499
   Wisconsin                1,759,096
   Wyoming                     86,584
                         ------------
   Total                 $250,000,000
                         ============
(Reliance Bankruptcy News, Issue No. 42; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


REPTRON ELECTRONICS: Files for Prepack. Chapter 11 Restructuring
----------------------------------------------------------------
Reptron Electronics, Inc. (OTCBB:REPT), an electronics
manufacturing services company, has filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code to
implement a previously announced restructuring of its 6-3/4%
convertible notes through a pre-negotiated plan.

On June 30, 2003, Reptron announced that it had reached an
agreement in principle with an ad-hoc committee representing
approximately 56% of the principal amount of the total outstanding
notes. Along with the members of the ad hoc committee, holders of
an additional 17% of the principal amount of the notes have
expressed support of the plan. Reptron has voluntarily chosen a
bankruptcy filing to complete the debt restructuring as it likely
provides among other things, the shortest time frame for
completion with the highest degree of certainty of outcome.

Since June 30, 2003, the Company, its current senior secured
lenders and the ad-hoc committee have negotiated the significant
terms of the restructuring included in the pre-negotiated Chapter
11 plan of reorganization filed in Bankruptcy Court today. Reptron
anticipates that the Bankruptcy Court will confirm the pre-
negotiated plan of reorganization within 90 days to 120 days, and
that the Company will emerge from bankruptcy as soon as
practicable thereafter. However, there can be no assurance that
the pre-negotiated plan of reorganization will be approved by all
requisite constituencies and the Bankruptcy Court.

Under the proposed plan of reorganization, the Company's existing
convertible notes which total approximately $76.3 million of
principal, along with all accrued and unpaid interest, will be
exchanged for new notes with a total principle balance of $30
million. The term of the new notes will be five years and will
carry a seven percent annual interest rate during the first two
years and an eight percent annual interest rate during the
remaining three years. The current noteholders will also receive
95% of the Company's common shares outstanding.

Reptron intends to continue operating under Chapter 11 consistent
with its ordinary course of business practices. The Company
expects to receive Bankruptcy Court approval within the next few
days to, among other things, continue payment of pre-petition and
post-petition wages and employee benefits. Likewise, the Company
will seek authorization from the Bankruptcy Court to pay suppliers
for goods and services provided to the Company before the Chapter
11 filing, as long as these suppliers continue to extend regular
trade credit terms to the Company. Under the pre-negotiated plan
of reorganization filed by the Company, all suppliers of goods and
services are to be paid in full.

In conjunction with the pre-negotiated Chapter 11 filing, CIT
Group/Business Credit, Inc. has committed to provide $20 million
in debtor-in-possession (DIP) financing to fund the Company's
operations during the Chapter 11 proceedings. Upon approval by the
Bankruptcy Court, the DIP financing facility, together with the
Company's available cash reserves and cash provided by operations,
is expected to provide sufficient liquidity for the Company to pay
for goods and services within standard terms.

"This restructuring, once fully implemented, will allow Reptron to
take full advantage of our core strengths in electronics
manufacturing," said Paul J. Plante, Reptron's President and Chief
Operating Officer. "The restructuring of our convertible notes
completes the final step in our strategic plan which positions the
Company to take advantage of future growth opportunities," Plante
said.

Plante continued, "Through the recent sale of our distribution and
memory module divisions, Reptron has generated over $20 million in
cash proceeds and exited those businesses which accounted for the
majority of our recent operating losses. Once the restructuring is
completed, Reptron will have reduced its debt load by over $73
million, and over 60% of the Company's debt which was outstanding
when we entered 2003 will have been eliminated."

"Our customers and suppliers should experience no change in our
business operations," said Plante. "We have taken great care to
make sure that suppliers are paid in full in the ordinary course
of business and that our customers continue to receive the same
high quality service to which they are accustomed."

Following the Board's adoption of resolutions authorizing the
bankruptcy filing, and in conjunction with that filing, Mr.
William Elson, a member of the Board of Directors since 1994,
resigned from the company's Board. Mr. Elson's resignation did not
involve any disagreement with the company on any matter relating
to the Company's operations, policies, or practices, and Mr. Elson
has not requested that any matter be disclosed.

Reptron will host a conference call to further discuss the details
surrounding the filing. The call will take place today at 9:00
a.m. EST. To participate in this call, ten minutes before 9:00
a.m. (EST), today, please dial 1-888-695-0612 and use access code
335875.

There will also be a live Web cast of the conference call. If you
would like to listen to the call via the Web, please go to the
Reptron Electronics home page at http://www.reptron.com10 minutes
before 9:00 a.m. (EST) today. A replay of this teleconference will
be available beginning at noon today. It will play through
midnight (EST), Friday, November 28. To access the replay, U.S.
callers please dial 1-888-203-1112, access code 335875. A replay
via the Internet will be available through the Reptron Electronics
corporate Web site, http://www.reptron.comfor 30 days after the
call ending at midnight, Friday, November 28.

Reptron Electronics, Inc. is an electronics manufacturing services
company providing engineering services, electronics manufacturing
services and display integration services. Reptron Manufacturing
Services offers full electronics manufacturing services including
complex circuit board assembly, complete supply chain services and
manufacturing engineering services to OEMs in a wide variety of
industries. Reptron Display and System Integration provides value-
added display design engineering and system integration services
to OEMs. For more information, please access
http://www.reptron.com


ROUGE INDUSTRIES: Responds to Market Activity in Common Stock
-------------------------------------------------------------
Rouge Industries, Inc. (OTC Bulletin Board: RGID) announced that
while it is not the Company's policy to comment on market rumors,
in view of the recent trading activity in the Company's stock, the
Company has decided to issue the following statement:

"As reported in the press, the Company has entered into a non-
binding letter of intent with Severstal. The Severstal transaction
is subject to a number of significant conditions, including
receipt of Bankruptcy Court approval after the conduct of an
auction. There can be no assurance the proposed Severstal
transaction or any other transaction will be consummated nor can
there be any assurance that any such transaction will yield
sufficient proceeds after the payment of all debts and expenses to
make any distribution to stockholders. Indeed, it is likely that
there will be no recovery for the Company's stockholders. The
Company does not intend to comment further on these matters."


ROUGE IND.: Cleveland-Cliffs Will Continue Supply in Near-Term
--------------------------------------------------------------
Cleveland-Cliffs Inc., (NYSE:CLF) commented on the bankruptcy
filing by Rouge Industries, Inc.

Rouge Industries, Inc., a significant pellet sales customer of
Cliffs, filed for Chapter 11 bankruptcy protection on October 23,
2003, and announced that it had reached agreement on a non-binding
letter of intent to sell substantially all of its assets to OAO
Severstal, Russia's second largest steel producer. Rouge also
announced that, subject to Bankruptcy Court approval, it had
secured a commitment for a $150 million debtor-in-possession
credit facility, which will provide Rouge up to $35 million of
incremental liquidity during the period required to complete the
sale. Rouge indicated that it will continue to manufacture and
ship steel products and provide uninterrupted service to its
customers during the bankruptcy process.

Cliffs sold 1.4 million tons of pellets to Rouge in 2002 and 2.1
million tons in 2003 through October 23rd. At the time of Rouge's
filing, Cliffs had no trade receivable exposure to Rouge; however,
Cliffs has a $10 million secured loan to Rouge with a final
maturity in 2007. As of September 30, 2003, the loan had a balance
of $11.1 million including accrued interest. Cliffs' sales
contract with Rouge provides that the Company will be the sole
supplier of pellets to Rouge through 2012, with minimum annual
obligations through 2007. At this time, the long-term impact of
the announced sale and bankruptcy filing on Cliffs' sales contract
with Rouge is unknown; however, it is anticipated that Cliffs will
continue to sell pellets to Rouge in the near-term.

Cleveland-Cliffs is the largest supplier of iron ore pellets to
the North American steel industry. The Company operates five iron
ore mines located in Michigan, Minnesota and Eastern Canada.
References in this news release to "Cliffs" and "Company" include
subsidiaries and affiliates as appropriate in the context.


ROUGE INDUSTRIES: Seeks to Retain Ordinary Course Professionals
---------------------------------------------------------------
Rouge Industries, Inc., along with its debtor-affiliates is
seeking permission from the U.S. Bankruptcy Court for the District
Of Delaware to continue the employment of the professionals
retained in the ordinary course of their businesses.

The Debtors wish to employ the Ordinary Course Professionals to
render services similar to those rendered before the commencement
of these chapter 11 cases. Although the automatic stay and other
issues in these cases may decrease the Debtors' need for certain
Ordinary Course Professionals' services, the Debtors cannot now
quantify or qualify that need. Moreover, the number of Ordinary
Course Professionals renders it impractical and inefficient for
the Debtors and this Court to address the proposed retention of
Ordinary Course Professionals on an individual basis.

In this regard, the Debtors also desire to pay, without formal
application to the Court by any Ordinary Course Professional, 100%
of the interim fees and disbursements to each of the Ordinary
Course Professionals upon the submission to the Debtors of an
appropriate invoice setting forth in reasonable detail the nature
of the services rendered after the Petition Date so long as such
interim fees and disbursements do not exceed a total of $40,000
per month per Ordinary Course Professional, and no more than
$400,000 per Ordinary Course Professional for the duration of
these chapter 11 cases.

The Debtors submit that the retention of the Ordinary Course
Professionals is in the best interests of the their estates. While
generally the Ordinary Course Professionals with whom the Debtors
have previously dealt wish to provide services to the Debtors on
an ongoing basis, many might be unwilling to do so if they will be
paid through a cumbersome, formal application process. If the
Debtors lose the expertise, experience and institutional knowledge
of these Ordinary Course Professionals, the estates undoubtedly
will incur significant and unnecessary expenses, as they will be
forced to retain other professionals without similar background
and expertise.

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. Del. Case No. 03-13272).
Donna L. Harris, Esq., Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed total assets of $558,131,000 and total
debts of $558,131,000.


SAFETY-KLEEN: Wants to Expand Connolly Bove's Engagement Scope
--------------------------------------------------------------
The Safety-Kleen Debtors ask Judge Walsh to further expand the
scope of employment of Connolly Bove Lodge & Hutz LLP as Special
Counsel to the Debtors.  On June 24, 2002, the Court approved the
Debtors' retention of CBL&H as Special Litigation Counsel, nunc
pro tunc to May 13, 2002, for the purposes of representing the
Debtors relating to the prosecution of certain avoidance actions.
On October 7, 2002, the Court approved the Debtors' expanded
retention of CBL&H as Special Litigation Counsel for the purposes
of assisting the Debtors with the investigation and possible
prosecution of claims against certain third party institutions.

Since its retention, CBL&H has represented the Debtors in
connection with the PwC Claims and the commencement and
prosecution of the Avoidance Actions, and has continued the
discovery process with regard to the Third Party Claims.  Based
upon the present working relationship between CBL&H and the
Debtors, the Debtors seek to further expand the scope of CBL&H's
representation to include assisting the Debtors with the process
of claims administration.

CBL&H has not and will not perform services directly relating to
the Debtors' general restructuring efforts or other matters
involving the conduct of the Debtors' chapter 11 cases.  This
retention is necessary because of potential conflicts of interest
perceived by Debtors' general bankruptcy counsel, Skadden, Arps,
Slate, Meagher & Flom LLP, relating to certain claims asserted and
to be asserted against the Debtors.

                 Professionals and Compensation

These attorneys and paralegals will be the primary professionals
at CBL&H involved in conducting the Claims Administration:

         Professional           Position        Hourly Rate
         ------------           --------        -----------
       Craig B. Young           Attorney           $345.00
       Jeffrey C. Wisler        Attorney           $345.00
       Michelle McMahon         Attorney           $210.00
       Gregory Weinig           Attorney           $185.00
       C. Todd Marks            Attorney           $175.00
       Marc J. Phillips         Law Clerk          $165.00
       Maria E. Whalen          Paralegal          $110.00


Other attorneys and paralegals may from time to time serve the
Debtors in connection with the Claims Administration.
Additionally, the Debtors may call upon the specialized knowledge
and skills of other attorneys at CBL&H to provide related
services, as necessary.

This Court has previously approved procedures for payment to CBL&H
in accordance with section 330(a) of the Bankruptcy Code.
Compensation will continue to be payable to CBL&H on an hourly
basis, plus reimbursement of actual, necessary expenses incurred
by CBL&H.  The hourly rates currently being charged by CBL&H
represent standard hourly rates for work of this nature.  These
rates are subject to periodic adjustment.

                        Disinterestedness

As part of its diverse practice, CBL&H appears in cases,
proceedings and transactions involving many different
professionals, including attorneys, accountants, financial
consultants and investment bankers, some of which may be or
represent claimants and parties-in-interest in the Debtors' cases.
Based on current knowledge of the professionals involved, CBL&H
does not currently represent or have a relationship with any
attorneys, accountants, financial consultants or investment
bankers that would be adverse to the Debtors, their creditors or
equity security holders, except that CBL&H may in the past have
acted, or may presently be acting, as counsel or co-counsel with
some of those attorneys, accountants, financial consultants or
investment bankers in matters wholly unrelated to this case.
(Safety-Kleen Bankruptcy News, Issue No. 67; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


SBA COMMS: Will Publish Third-Quarter Results on November 11
------------------------------------------------------------
SBA Communications Corporation (Nasdaq: SBAC) will release its 3rd
quarter results on Monday, November 10, 2003, after the market
close.  SBA will host a conference call on Tuesday, November 11,
2003 at 10:00 A.M. eastern time to discuss these results.  The
call may be accessed as follows:

    When:                Tuesday, November 11, 2003 at 10:00 A.M.
                         Eastern Time

    Dial-in number:      800-553-0318

    Conference
      call name:         "SBA Third Quarter Results"

    Replay:              November 11, 2003 at 5:00 P.M.
                            to
                         November 25, 2003 at 11:59 P.M.
    Number:              800-475-6701
                         Access Code:  704609

    Internet access:     http://www.sbasite.com

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


SIRVA INC: S&P Places B+ Corp. Credit Rating on Watch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to SIRVA Inc., the parent of relocation services
provider North American Van Lines Inc. At the same time, Standard
& Poor's placed this rating and the 'B+' corporate credit rating
on NAVL on CreditWatch with positive implications.

"The CreditWatch placement is based on SIRVA's plans to
restructure its balance sheet by issuing $250 million of common
equity and NAVL's plans to enter into a new $600 million bank
facility to redeem its high-interest rate debt and preferred
stock," said Standard & Poor's credit analyst Kenneth L. Farer.
"The recapitalization will strengthen SIRVA's financial profile by
reducing overall debt levels, extending debt maturities, and
increasing revolver availability," continued the analyst. Upon
completion of the deal, Standard & Poor's expects to raise the
corporate credit rating of both to 'BB' from 'B+' and NAVL's
subordinated notes to 'B+' from 'B-'. In addition, NAVL's proposed
$600 million secured bank facility will be assigned a 'BB' rating.
The outlook will be stable. The bank loan ratings are based on
preliminary information and are subject to review upon final
documentation.

The ratings on Westmont, Illinois-based SIRVA Inc. (formerly
Allied Worldwide Inc.) and its primary operating subsidiary, NAVL,
reflect a significant debt burden incurred to acquire the
relocation business operated under the Allied and Pickfords names
from Exel PLC in late 1999, participation in the low-margin,
relocation business, and an active, ongoing acquisition program.
Positive credit factors include the strong market presence of
northAmerican, Allied, and Pickfords.

NAVL provides household domestic and international moving,
document and record management, and specialized logistics. In the
U.S., Allied and northAmerican are among the largest relocation
companies, operating through a large network of local agents and
owner/operators. Major competitors to Allied and northAmerican
include Cendant Mobility Services Corp. and Prudential Relocation.
Substantial portions of the agent contracts in the U.S. are for
multiyear periods, although many are on a rolling multimonth
basis. Outside the U.S., especially in Europe and Asia, the
networks of Allied and Pickfords are wholly owned and operated.


SPHERION CORP: Third-Quarter 2003 Net Loss Tops $2 Million
----------------------------------------------------------
Spherion Corporation (NYSE:SFN) announced financial results for
the third quarter and nine months ended September 26, 2003. The
Company reported revenues of $528.0 million for the third quarter
2003, which is flat compared with $528.6 million in the third
quarter of 2002. The Company's net loss was $1.9 million in the
third quarter of 2003, compared with net earnings of $2.3 million
for the third quarter 2002.

Third quarter (loss) earnings from continuing operations were
($0.03) per share in 2003 compared with $0.06 per share in 2002.
However, excluding restructuring charges and gain on the
retirement of debt, adjusted (loss) earnings from continuing
operations was $0.00 on a per share basis for the third quarter
2003 and $0.02 per share in the same period of 2002.

Spherion president and chief operating officer Roy Krause
commented, "We are pleased with the 5.2% sequential quarterly
revenue growth generated in the third quarter. We experienced
strength within our core Recruitment businesses, reflecting the
result of initiatives undertaken over the last two years to
increase our sales effectiveness. We also continued to make
progress on streamlining our infrastructure and, in October, we
achieved key milestones in the implementation of our ERP system.
The early signs of operational and economic improvement we
experienced during the third quarter are encouraging."

For the nine months ended September 26, 2003, revenues were $1.5
billion compared to $1.6 billion in the same period last year. The
net loss for the third quarter was $13.2 million in 2003 and
$625.6 million in 2002. The net loss per diluted share for the
nine-month periods was $0.22 in 2003 and $10.39 in 2002.

Additionally, Krause commented, "In the Recruitment segment the
greatest revenue gains were reported by our U.S. staffing
operation compared with the second quarter 2003. In the third
quarter, pricing in our U.S. staffing business was reasonably
stable. However, overall gross profit margins in the Recruitment
segment were impacted sequentially by business mix shift due to
higher growth rates within lower margin staffing services, weaker
pricing for higher level skills, primarily internationally, and to
a lesser extent higher employment related costs."

He continued, "While Outsourcing results were consistent with the
second quarter 2003, the Technology segment revenues and gross
profit margins continued to decline this quarter. As a result of
these ongoing trends and after careful consideration of
alternatives, we are consolidating the technology business unit
with our professional recruiting group. Our professional
recruiting group has achieved sequential revenue growth for six
consecutive quarters in a challenging economic environment. We
expect to leverage the business models and natural synergies that
exist between the two groups to improve operating results."

                          Other Items

Effective with the start of the fourth quarter 2003, the Company
successfully implemented the payroll and human resource management
phase of its new enterprise-wide information system. In October,
the Company began converting its U.S. staffing branches to the new
front-office system, marking an on-time start of the front-office
rollout and the final phase of the system implementation, which
will continue through March of 2004. The Company anticipates that
the technology investment and standardization of business
processes will significantly enhance productivity and reduce
operating expenses in future periods.

As previously disclosed, the Company will incur restructuring
charges, primarily related to severance, as it completes each
phase of the enterprise-wide information system implementation and
other cost containment initiatives. In the third quarter, the
Company recorded a pre-tax restructuring charge of approximately
$2.5 million for severance related to redundancies and
centralization of several business support functions. The Company
currently anticipates a charge of approximately $3 million on a
pre-tax basis in the fourth quarter 2003.

                           Outlook

Krause commented, "Weekly sales trends in the U.S. staffing
business for the first three weeks of October were modestly higher
than September levels. However, based on the additional holiday
downtime traditionally experienced in the fourth quarter, we
anticipate revenues will be roughly flat or only modestly higher
compared with the third quarter. Excluding the restructuring
charge, we are anticipating a slight profit on the bottom line,
assuming no significant changes to recent sales trends."

The Company currently anticipates revenue for the fourth quarter
2003 will be between $520 and $540 million and (loss) earnings
from continuing operations will be between ($0.05) and $0.00 per
share. This guidance includes a charge of approximately ($0.03)
per share for the restructuring activities expected during the
fourth quarter and assumes a 33% effective tax rate. Excluding the
restructuring charge, the Company anticipates that fourth quarter
adjusted (loss) earnings from continuing operations will be
between ($0.02) and $0.03 per share.

Spherion Corporation (S&P, B+ Corporate Credit Rating, Negative)
provides recruitment, technology and outsourcing services. Founded
in 1946, with operations in North and Central America, Europe and
Asia/Pacific, Spherion helps companies efficiently plan, acquire
and optimize talent to improve their bottom line. To learn more,
visit http://www.spherion.com


STRATUS TECH: Corp. Credit & Sr Unsec. Notes Get S&P's B Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Stratus Technologies Inc. In addition, Standard &
Poor's assigned its 'B' rating to the company's proposed $170
million five-year senior unsecured notes due 2008. The ratings
reflect Stratus' niche market position in the highly competitive
global server market, which is dominated by competitors with
significantly greater financial resources. These factors are
partially offset by a significant base of more stable and
recurring service revenues, and improved financial flexibility.

The outlook on Maynard, Massachusetts-based Stratus is stable.
Rated debt is about $170 million. With more than 20 years of
operating history, privately owned Stratus is a provider of "fault
tolerant" computers and related services for mission-critical
applications.

"We expect that significant market share growth through sustained
product innovation and differentiation will be a challenge for
Stratus," said Standard & Poor's credit analyst Martha Toll-Reed.

With an outsourced manufacturing model, moderate capital
expenditures, and expectations of sustained profitability levels,
growth in free operating cash flow will be dependent upon revenue
growth. The company's ability to generate cash and reduce leverage
over the intermediate term will be dependent upon successful
strategic execution. Acquisitions are not expected and not
incorporated in the current rating or outlook.


SUREBEAM CORP: Shares Delisted from Nasdaq Effective October 28
---------------------------------------------------------------
SureBeam Corporation (Nasdaq: SUREE) announced that its common
stock was delisted from the Nasdaq National Market at the opening
of trading on October 28, 2003 because the company had not filed
periodic reports with the Securities and Exchange Commission.

The company met with a Nasdaq Qualifications Panel on
September 25, 2003 concerning its listing on Nasdaq.  The company
was notified of the panel's decision to delist its stock.

Following the delisting, the company's common stock continue to be
quoted on the National Quotation Service Bureau (the Pink Sheets)
for unsolicited trading.  However, the company's common stock is
not eligible for quotation on the Over-The-Counter Bulletin Board
because it is not current in its periodic reporting requirements
under the Securities Exchange Act of 1934, as amended.  Once the
company becomes current in its reporting, the company's common
stock could become eligible for quotation on the OTC Bulletin
Board if a market maker makes an application to have the shares
quoted, and such application is approved by the Nasdaq Compliance
Unit.

Headquartered in San Diego, California, SureBeam Corporation
operates processing service centers located in Glendale Heights,
Illinois; Sioux City, Iowa; College Station, Texas; and Rio de
Janeiro, Brazil.  The Company is a leading provider of electron
beam food safety systems and services for the food industry.
SureBeam's technology significantly improves food quality, extends
product freshness, and provides disinfestation that helps to
protect the environment.  The SureBeam patented system is based on
proven electron beam and x-ray technology that destroys harmful
food-borne bacteria much like thermal pasteurization does to milk.
This technology can also eliminate the need for toxic chemical
fumigants used in pest control that may be harmful to the earth's
ozone layer.

                         *     *     *

               Liquidity and Capital Resources

In its latest Form 10-Q filed with Securities and Exchange
Commission, SureBeam Corporation reported:

"We have used cash principally to construct systems for our
strategic alliances and fund working capital advances for these
strategic alliances, to construct our company-owned service center
and systems in Brazil, and to fund our working capital
requirements. We spend significant funds to construct systems for
our strategic alliances in advance of payment. We also are
spending significant funds on sales and marketing efforts relating
to brand recognition and consumer acceptance programs. In
addition, our service centers have operated at losses using
significant funds. At March 31, 2003, we had available cash and
cash equivalents of $20.2 million and restricted cash of $1.3
million. The restricted cash represents the money received as
payment on our RESAL contract in anticipation of our first
shipment of equipment. The cash will become unrestricted upon our
shipment, which is scheduled for the second quarter of 2003.

      Status of Our $50.0 Million Credit Facility with Titan

"During 2002, Titan extended to us a senior secured credit
facility under which we could borrow up to a maximum of $50.0
million, subject to the terms and conditions of the credit
facility. As of May 7, 2003, we have borrowed $25.0 million on
this credit facility. The credit facility allows us to borrow, in
addition to our previous borrowings, up to a maximum of $12.5
million per quarter through the fourth quarter of 2003, subject to
the $50.0 million cumulative limitation on borrowing and the other
terms and conditions of the credit facility. We are unable to
borrow additional amounts if our cash balance is greater than $5.0
million.

"We have not borrowed additional amounts on the credit facility
since October 30, 2002, and, we do not anticipate borrowing, or
being able to borrow, additional amounts on the credit facility
during 2003 or during the remaining period that the credit
facility is outstanding. As of March 31, 2003, we were in
compliance with all covenants of the credit facility, however, we
were not able to borrow additional funds during the second quarter
because we did not meet the earnings before interest, taxes,
depreciation and amortization (EBITDA) target for the first
quarter of 2003 in our annual operating plan. We do not anticipate
that we will have availability under the credit facility during
the remaining period that the credit facility is outstanding.

"We are obligated, with some exceptions, to use net proceeds from
the sale of assets and securities to repay amounts advanced under
the credit facility. During March 2003, the credit facility was
amended to allow us to receive net proceeds of up to $25.0 million
resulting from transactions involving the issuance of equity
securities through September 30, 2004, without having to apply
such net proceed towards repayment of the credit facility,
provided that no default or event of default had occurred. We are
required to make a mandatory prepayment on the credit facility in
an amount equal to 50% of any net proceeds in excess of $25.0
million resulting from transactions involving the issuance of
equity securities.

"Under our credit facility, we are obligated to make minimum
quarterly principal payments as follows: 13.75% of the outstanding
principal balance as of December 31, 2003 during each quarter in
2004; 25% of the outstanding principal balance as of December 31,
2004 during each quarter in 2005; and, all remaining principal by
December 31, 2005. The interest rate is Titan's effective weighted
average term debt rate under Titan's credit agreement plus three
percent. As of March 31, 2003, the interest rate on the credit
facility was 7.92%. Interest is payable monthly beginning in
January 2003. Through May 7, 2003, we have paid $1.4 million of
interest related to the credit facility. The credit facility is
secured by a first priority lien on all of our assets.

                   Credit Facility Availability

"During the quarter ending March 31, 2003, the maximum amount
available for borrowing pursuant to the credit facility was $12.5
million, subject to the terms and conditions of the credit
facility. The maximum amount available for borrowing in each of
the second, third and fourth quarters of 2003 is based upon our
earnings before interest, taxes, depreciation and amortization for
the prior quarter as a percentage of the EBITDA target in our
annual operating plan.

"If actual EBITDA is negative $2.4 million or higher for the
quarter ending March 31, 2003, then up to 100% of the quarterly
maximum or $12.5 million will be available for borrowing during
the quarter ending June 30, 2003. If our actual EBITDA is negative
$3.0 million during the quarter ending March 31, 2003, then up to
50% of the quarterly maximum or $6.3 million will be available for
borrowing during the quarter ending June 30, 2003. If our actual
EBITDA is between negative $2.4 million and negative $3.0 million
during the quarter ending March 31, 2003, then the maximum amount
available for borrowing during the quarter ending June 30, 2003
shall be determined by linear interpolation between $6.3 million
and $12.5 million. If our actual EBITDA is lower than negative
$3.0 million for the quarter ending March 31, 2003, no amounts
will be available for borrowing through the credit facility during
the quarter ending June 30, 2003. No amounts are available for
borrowing during the second quarter because our EBITDA was $6.8
million and therefore is less than the negative $3.0 million
target.

"For the quarter ending June 30, 2003, our target EBITDA is
$505,000. If our actual EBITDA for the quarter ending June 30,
2003 is positive, but less than $126,000, or 25% of the target
EBITDA, then the maximum amount available in the quarter ending
September 30, 2003, would be $5.0 million, provided that no
amounts would be available unless we covenant during the quarter
ended September 30, 2003 to limit our total operating expenses
(defined as research and development and selling, general and
administrative expenses) to $5.0 million. No amounts would be
available under the credit facility during the quarter ended
September 30, 2003, if we have negative EBITDA for the quarter
ending June 30, 2003. If our actual EBITDA for the quarter ended
June 30, 2003 is $126,000, or 25% of the target EBITDA, then the
maximum amount available in the quarter ended September 30, 2003,
would be $6.3 million or 50% of the quarterly maximum and for each
percentage of actual EBITDA above $126,000, or 25% of target
EBITDA, the percentage of the quarterly maximum above 50% would be
increased on a pro rata basis.

"For the quarter ending September 30, 2003, our target EBITDA is
$4.1 million. Therefore, if our actual EBITDA for the quarter
ended September 30, 2003 is positive, but less than $1.0 million,
or 25% of the target EBITDA, then the maximum amount available in
the quarter ended December 31, 2003, would be $5.0 million,
provided that no amounts would be available unless we covenant
during the quarter ended December 31, 2003 to limit our total
operating expenses (defined as research and development and
selling, general and administrative expenses) to $5.0 million. No
amounts would be available under the credit facility during the
quarter ending December 31, 2003, if we have negative EBITDA for
the quarter ending September 30, 2003. If our actual EBITDA for
the quarter ended September 30, 2003 is $1.0 million, or 25% of
the target EBITDA, then the maximum amount available in the
quarter ended December 31, 2003, would be $6.3 million or 50% of
the quarterly maximum and for each percentage of actual EBITDA
above $1.0 million, or 25% of target EBITDA, the percentage of the
quarterly maximum above 50% would be increased on a pro rata
basis.

"We do not anticipate that we will have further availability under
the credit facility during the remaining period that the credit
facility is outstanding.

"The credit agreement also includes covenants limiting our
incurrence of debt, investments, declaration of dividends and
other restricted payments, sale of stock of subsidiaries and
consolidations and mergers. The credit agreement, however, does
not contain any financial covenants requiring us to maintain
specific financial ratios.

"In addition, Titan has guaranteed some of our lease obligations,
and we are obligated to reimburse Titan for any payments they make
under these guaranties. Any guarantee payments Titan makes reduces
amounts available for future borrowing under the credit agreement.
We will pay Titan a monthly fee of 10% of the guaranteed monthly
payments. Some of the guaranteed leases have longer terms than the
credit facility. If Titan remains a guarantor at the maturity date
for the credit facility, then we plan to enter into a
reimbursement agreement with Titan covering the outstanding
guarantees.

"For the three months ended March 31, 2003, we used cash in
operations of $5.7 million as compared to having cash provided by
operations of $5.5 million for the three months ended March 31,
2002. During the first quarter of 2003, our net loss plus
depreciation and amortization were offset by an increase in
working capital usage, particularly an increase in accounts
receivable related to the increase of our unbilled receivables and
restricted cash and was offset by the decrease in the amount due
from Titan due to the $8.7 million we received for payment on our
receivables during the quarter. Also during the quarter, we
received $1.3 million of restricted cash related to a payment made
based in a milestone payment on our RESAL contract. The release of
the funds is tied to our initial shipment of equipment to Saudi
Arabia that was delayed due to the war in Iraq but is now
scheduled to ship in the second quarter of 2003. For the three
months ended March 31, 2002, our net loss plus depreciation and
amortization were offset by an increase in working capital usage,
particularly an increase in our unbilled receivables and
inventories and was offset by the decrease in the amount due from
Titan due to the $19.5 million we received as payment on our
receivables during the quarter.

"We used approximately $1.5 million and $437,000 for investing
activities for the three months ended March 31, 2003 and 2002,
respectively. For the three months ended March 31, 2003 we had
capital expenditures of $1.5 million primarily related to the
continued construction of our company owned service centers.

"The [Company's] consolidated financial statements contemplate the
realization of assets and the satisfaction of liabilities in the
normal course of business. During the three months ended March 31,
2003, we have incurred substantial losses from operations and
investments in infrastructure. Management believes that as we
continue to expand significant funds on, sales and marketing, it
is not anticipated that our revenues will sufficiently offset
these expenses until at least 2004. Additionally, our construction
and implementation period for systems sales to strategic alliances
require a substantial use of cash for at least 12 to 18 months.
Our arrangements to sell food irradiation systems to strategic
alliances typically contain milestone provisions for payment,
which are typically based upon time, stage of completion, and
other factors. As a result, our unbilled receivables from our
customers have increased $1.7 million for the three months ended
March 31, 2003. Also, we have advanced funds aggregating $6.0
million to Hawaii Pride of which $230,000 was advanced during the
three months ended March 31, 2003 and is included in selling,
general and administrative expense in the accompanying
consolidated financial statements. These advances were used
primarily for land acquisition, for facility construction and for
working capital purposes. We are not obligated to continue the
funding of Hawaii Pride. We also have entered into a number of
commitments to lease land and facilities in connection with
construction of our four company-owned service centers all of
which are operational. In addition, based on our customer
requirements, we may expend funds to construct and install in-line
systems that we will own and operate.

"In addition to our current operating plans, which focus on
increasing cash flow from operations, we are also evaluating a
number of alternative plans to meet our future operating cash
needs. These plans include raising additional funds from the
capital markets. As of the date of the filing of this report, we
have obtained $25.0 million under the senior secured credit
facility with Titan. We do not anticipate making any additional
borrowings under this credit facility. If the funds available from
the capital markets are not available or not sufficient for us, or
if we are unable to generate sufficient cash flow from operations,
we may need to consider additional actions, including reducing or
deferring capital expenditures, reducing or deferring research and
development projects, curtailing construction of systems for
customers in advance of payment and reducing marketing
expenditures, which actions may have a material adverse impact on
our ability to meet our business objectives.

"At March 31, 2003, we had $20.2 million of cash and cash
equivalents and $1.3 million of restricted cash. We believe that
this balance will be sufficient to meet our cash needs through
2003. However, a variety of currently unanticipated events could
require additional capital resources such as the acquisition of
complementary businesses or technologies or increased working
capital requirements to fund, among other things, construction of
systems for our strategic alliances in advance of payment.
Additionally, if our requirements vary from our current plans, we
may require additional financing sooner than we anticipate. An
inability in such circumstance to obtain additional financing on
terms reasonable to us, or at all, could have a material adverse
effect on our results of operations and financial condition."


TECH LABORATORIES: Reaches Debt Restructuring Pact with Lenders
---------------------------------------------------------------
Tech Laboratories, Inc. (OTC Bulletin Board: TCHL) has reached an
agreement with its senior lender to restructure its debt. As a
result of this agreement, the Company is no longer in default
under the terms of its convertible notes with its lenders and will
not face impending foreclosure.

The Company manufactures, markets and sells patented technology
for positive access security to prevent unauthorized hacker
attacks. Its primary product, DynaTraX(TM), is a high-speed
digital matrix cross-connect switch that has the ability to create
a critical and meaningful solution to stop hackers from intruding
into networks thereby thwarting cyber-terrorists. The Company was
recently among a select group of independent software vendors
selected to participate in IBM's Innovation Forum for e-business
on demand.

"This agreement with LH Capital provides us with the breathing
room to re-launch our proprietary products," said Bernard
Ciongoli, president of Tech Laboratories, Inc. "Cyber terrorism
poses a real threat to businesses and governmental agencies and we
believe our technology, specifically DynaTraX(TM) provides a
viable, affordable solution. Clearly, the market potential for the
product is vast."

Tech Laboratories, Inc. manufactures, markets and sells a product
creating a new paradigm of automating and securing high-tech
networks at the physical layer. The Company's primary product,
DynaTraX(TM), a patented (US6414953B1) high-speed digital matrix
cross-connect switch with a revolutionary new technology, can
significantly reduce network downtime and achieve substantial cost
savings in data and telecommunications networking environments.
DynaTraX(TM) has the ability to create a critical and meaningful
solution to stop hackers from intruding into networks thereby
thwarting cyber-terrorists. DynaTraX(TM) electronically
disconnects a hacker, detected by Intrusion Detection Software and
reconnects him to a simulated network within 60-90 nanoseconds
that allows you to hold and trace him.


TELEGLOBE INC: Second Claims Bar Date Set for Friday
----------------------------------------------------
By Order of the Superior Court of Justice of Ontario, creditors of
Teleglobe Inc. and its CCAA Applicant-Affiliates with claims
arising from the termination of leases, contracts or agreements or
for the provision of authorized goods or services, must file their
proofs of claim with the Interim Administrator, Ernst & Young
Inc., before 5:00 p.m. (Eastern Standard Time) on Friday,
October 31, 2003, or be forever barred from asserting their
claims.

Claims previously filed with E&Y against a Canadian applicant need
not be filed again.

As reported in the May 22, 2002, issue of the Troubled Company
Reporter, Mr. Justice Farley of the Ontario Superior Court of
Justice granted Teleglobe Inc. an Order providing creditor
protection under the Companies' Creditors Arrangement Act.  E&Y
also commenced ancillary proceedings in the United States and
United Kingdom.


TENET HEALTHCARE: Banks Agree to Amend Revolving Credit Facility
----------------------------------------------------------------
Tenet Healthcare Corporation (NYSE:THC) has reached an agreement
with sufficient participants in its bank group to amend certain
terms of its revolving credit facility. The amendment has been
deemed effective as of September 30, 2003.

"We appreciate the strong and clear demonstration of support our
bank group has shown Tenet as we work to address the issues facing
the company," said Stephen Farber, Tenet's chief financial
officer. "It is rewarding to see that the long-term relationships
we have forged with these important institutions have facilitated
our quickly addressing the issues at hand. This amendment enables
us to move forward with appropriate financial flexibility."

As previously announced, the company believes it is likely that it
would have slightly exceeded its 2.5 times leverage ratio covenant
(Consolidated Total Debt to Consolidated EBITDA as defined in the
credit agreement and attached in Schedule A) based on preliminary
results for the third quarter ended Sept. 30, 2003. This amendment
resolves this concern. The company noted that it currently has
approximately $200 million in unrestricted cash on hand, and as
previously announced expects to receive net proceeds of
approximately $630 million after taxes and transaction costs from
pending asset sales before or around year end. In addition, the
company noted that, with the completion of this amendment, it is
in compliance with all covenants in its credit agreement and debt
indentures.

The key elements of the newly amended agreement include, among
other items:

-- Increasing the maximum leverage ratio from 2.5 to 3.5.

-- In the leverage ratio, amending the definition of Consolidated
   EBITDA to exclude the effect of the recently announced write-
   down of doubtful accounts receivable and accelerating the
   write-down of self-pay accounts. The amended definition of
   Consolidated EBITDA also excludes any future charges relating
   to bad debt of up to $250 million, cumulative over the
   remaining life of the credit agreement, if such charges exceed
   10 percent of net operating revenue in any fiscal quarter. The
   credit agreement expires March 1, 2006.

-- In the leverage ratio, amending the definition of Consolidated
   Total Debt to subtract unrestricted cash in excess of
   outstanding revolving loans from such debt, to achieve a result
   commonly referred to as "net debt." With respect to the
   anticipated proceeds from the pending asset sales, since Tenet
   has no debt maturing prior to 2006, the company currently
   expects to maintain this cash on its balance sheet for general
   corporate purposes.

-- Reducing the aggregate commitments available under the
   revolving credit facility, including funded loans and letters
   of credit, from $1.5 billion to $1.2 billion, with a limit for
   funded loans of $1 billion.

The agreement also adds a new covenant that restricts Tenet's
ability to repurchase non-credit line debt in excess of $50
million if the leverage ratio is greater than 2.5, unless the
revolving credit facility is undrawn and the company would have a
minimum of $100 million of unrestricted cash on hand following the
repurchase of the debt.

In consideration for this amendment, Tenet will pay to
participating banks a one-time fee equal to 50 basis points of
their new level of commitment, and an additional potential one-
time fee of 10 basis points if, in the future, the leverage ratio
exceeds 3.25. The pricing associated with both availability and
draws under the credit agreement has not changed for debt incurred
at or below a leverage ratio of 2.5, the maximum level of
borrowing permitted under the agreement prior to this current
amendment. Pricing associated with leverage levels above 2.5,
levels only possible as a result of this amendment, incorporates
market-rate increases in interest rate margins and facility fees,
although the effect of these increases on Tenet's overall interest
expense is not expected to be material. In addition, Tenet will
pay legal, administrative and other minor costs that in the
aggregate are immaterial.

An amended and restated agreement will be attached as an exhibit
to Tenet's Form 10-Q for the third quarter of 2003, which will be
filed with the Securities and Exchange Commission. This agreement
contains full details of all covenant and pricing terms and
conditions.

Tenet Healthcare Corporation, through its subsidiaries, owns and
operates 112 acute care hospitals with 27,424 beds and numerous
related health care services. Tenet and its subsidiaries employ
approximately 113,526 people serving communities in 16 states.
Tenet's name reflects its core business philosophy: the importance
of shared values among partners -- including employees,
physicians, insurers and communities -- in providing a full
spectrum of health care. Tenet can be found on the World Wide Web
at http://www.tenethealth.com

At June 30, 2003, Tenet Healthcare's balance sheet shows a total
shareholders' equity deficit of about $5.5 billion.


TIME WARNER: Red Ink Continued to Flow in Third-Quarter 2003
------------------------------------------------------------
Time Warner Telecom Inc. (Nasdaq: TWTC), a leading provider of
metro and regional optical broadband networks and services to
business customers, announced its third quarter 2003 financial
results, including $172.4 million in revenue, $74.6 million in
EBITDA, and a net loss of $5.7 million.

"Our business continues to perform well as we generate success in
the enterprise segment, especially with our metro Ethernet and IP
based products," said Larissa Herda, Time Warner Telecom's
Chairman, CEO and President. "We resolved disputed items and
claims with WorldCom, and, in addition, believe that what we had
anticipated in bankruptcy related disconnects, is behind us. While
total disconnects are up slightly this quarter from last, they are
30% lower for the first nine months of 2003, as compared to the
same period last year, excluding the WorldCom disconnects. We
continue to grow our end-user customer base and differentiate Time
Warner Telecom in the marketplace with an innovative set of
product offerings."

                      Results from Operations

WorldCom Settlement

As part of WorldCom, Inc.'s bankruptcy proceedings, the bankruptcy
court approved the terms of a settlement with Time Warner Telecom
that resolved a number of open disputes and claims through June
30, 2003, including amounts payable to and from each party. This
settlement resulted in a net cash payment to Time Warner Telecom
of $2.0 million, recognition in the third quarter of $5.2 million
of revenue, and the reversal of $15.1 million of expenses,
resulting in a $20.3 million favorable impact to EBITDA and Net
Income. In addition, both parties agreed on amounts due to Time
Warner Telecom related to rejection of certain contracts.
Subsequent to the end of the quarter, Time Warner Telecom
monetized this claim by selling it to a third party for
approximately $7 million in cash, which will be recognized as
revenue in the fourth quarter.

Revenue

Revenue for the quarter was $172.4 million, as compared to $167.2
million for the same period last year, representing a $5.2 million
increase. The primary components of the change included:

-- $15.1 million net increase in revenue from enterprise
   customers (non-carrier)

-- $5.2 million favorable impact from the WorldCom settlement

-- $3.9 million increase due to a reciprocal compensation
   settlement

-- $11.4 million decrease due to lower revenue from WorldCom,
   excluding the settlement

-- $5.2 million decrease in intercarrier compensation due
   primarily to mandated and contractual rate reductions and
   reduced minutes of use

-- $2.4 million decrease from carriers, excluding WorldCom

The change in revenue for the third quarter over the same period
last year was as follows:

-- 10% increase for data and internet (44% increase without the
   impact of the settlement and disconnects from WorldCom) due to
   success with Ethernet and IP product sales

-- 8% increase for switched services (both with and without
   WorldCom settlement) primarily due to contract termination
   revenue

-- 2% increase for dedicated transport services (1% decrease
   without the WorldCom settlement)

Monthly revenue related to disconnects for the first nine months
of the year totaled $10.3 million in 2003 and $10.2 million in
2002, including WorldCom related disconnects of $3.5 million and
$.5 million in the respective periods. Revenue in the third
quarter from WorldCom was $7.9 million, excluding the settlement
revenue, a $4 million reduction from the prior quarter.

EBITDA and Margins

EBITDA for the quarter was $74.6 million, reflecting an 86%
increase from the same period last year. EBITDA increased 26%,
excluding the settlements described above.

EBITDA margin was 43% for the quarter, or 31% excluding the
settlements described above. This compares to 24% for the third
quarter of 2002. Gross margin was 61% for the quarter, or 59%
without the settlements. This compares to 58% for the third
quarter 2002. The Company utilizes a fully burdened gross margin,
including network costs, national IP backbone costs and personnel
costs for customer care, provisioning, network maintenance,
technical field and network operations.

The current quarter margins reflect a reduction in bad debt
expense as well as the Company's efforts to reduce costs across
the business. For the third quarter of this year operating costs
decreased nearly 6%, and selling, general and administrative costs
decreased approximately 45%, or 18% excluding the impact of the
WorldCom settlement, as compared to the same period last year.

Net Loss

The Company reported a net loss of $5.7 million, or $.05 per
share, for the third quarter of 2003, or $26.0 million or $.23 per
share without the benefit from the favorable impact of the
WorldCom settlement. This compares to a net loss of $48.4 million,
or $.42 per share, for the same period last year. The net loss
narrowed primarily due to higher EBITDA and lower depreciation.

Capital Expenditures

Capital expenditures for the quarter were $34.5 million, as
compared to $25.1 million for the same period last year. "Our
focus to add more on-net buildings and expand our network reach
remains unchanged," said David Rayner, Time Warner Telecom's
Senior Vice President and Chief Financial Officer, "However, we
believe it will be difficult to deploy our $150 million targeted
capital for 2003 within the remainder of the current year. Despite
a delay in the spending cycle into 2004 relative to our original
plan, we continue to experience positive momentum in expanding our
network. Approximately two-thirds of our year to date expenditures
were used to expand our existing markets and add new buildings to
the network."

Operating Highlights

As of September 30, 2003, the Company reported $464.5 million in
cash and marketable securities. The Company is in compliance with
all its financing agreements.

The Company has increased its sales force by over 28% in the first
nine months of 2003, which is solid progress against the goal of
growing the sales force nearly 30% for the year. The new sales
force has strong telecom experience as well as specialized data
skills, which are key in selling to enterprise customers.

The Company is expanding its networks to reach more customer
buildings and to continually add new products and services that
ride over its networks. Time Warner Telecom is broadly deploying
its metro Ethernet services to reach more customer locations. The
Company is growing its product family to include a launch of
"Extended Native LAN" in the fourth quarter to connect its
customers' diverse locations throughout Time Warner Telecom's
national footprint. "Similar to our other metro Ethernet products,
this will utilize technology that most of our customers already
have in place and will leverage our existing network
infrastructure and national IP backbone, creating great cost
efficiencies and scalability," said Herda. "While the selling
cycle remains long, we believe these complex products will provide
the basis for a long-term relationship with our customers."

                          Conclusion

"Challenges remain in the business, including ongoing disconnects
and pricing pressure on our most mature products, however, we
remain focused on incremental initiatives to grow the business.
These initiatives include increasing our sales opportunities
through expanding our network and extending our product line. In
addition, we remain committed to continued customer service and
innovation. We intend to continue to wisely manage our cost
structure while we remain focused on long-term growth," concluded
Herda.

Time Warner Telecom Inc. (S&P/B/Negative), headquartered in
Littleton, Colo., delivers "last-mile" broadband data, dedicated
Internet access and voice services for businesses in 44 U.S.
metropolitan areas.  Time Warner Telecom Inc., one of the
country's premier competitive telecom carriers, delivers fast,
powerful and flexible facilities-based metro and regional optical
networks to large and medium customers.  Visit
http://www.twtelecom.comfor more information.


TRIMAS CORP: Calif. Facility Receives $3 Mill. To Upgrade Plant
---------------------------------------------------------------
TriMas Corporation's Riverbank Army Ammunition Plant in Riverbank,
Calif. has been awarded $3 million to install a flexible
projectile manufacturing facility to produce artillery shells and
parts for the U.S. Army and to upgrade the 34-year old facility.

The 170-acre Riverbank facility, which is run by TriMas
Corporation's NI Industries, Inc., received the funding as part of
the Fiscal Year 2004 Department of Defense Appropriations Bill,
which was recently signed by President Bush.

"NI Industries, Inc. is pleased to receive this funding to
continue our support of the nation's armed forces," said Edward L.
Schwartz, president of TriMas Corporation's Industrial Specialties
Group.  "This award will help the Riverbank facility remain
competitive and become more technologically advanced, as well as
position us for future growth."

NI Industries, Inc. will use the funds to upgrade the Riverbank
facility for manufacturing of mortars and projectiles for the U.S.
Army's new 105-millimeter howitzers, which will be used in future
combat systems.  Upgrades will include developing a flexible
manufacturing environment.  This will allow the facility to
produce parts ranging in size from 60 millimeters to 105
millimeters, which will include the 60 millimeter and 81
millimeter mortar rounds.

Part of the TriMas Industrial Specialties Group, NI Industries,
Inc. is the world's largest producer of large caliber cartridge
cases and the only domestic commercial or military manufacturing
facility producing large, deep-drawn steel cartridge cases.  A
U.S. Army Replenishment Base Contractor, the Riverbank facility
replaces inventories for cartridge cases, mortar rounds and
grenade bodies.

The TriMas Industrial Specialties Group is comprised of six
companies -- Arrow Engine, Compac Corporation, Lamons Metal
Gasket, NI Industries, Inc., Norris Cylinder and Precision Tool
Company -- with leadership roles in the commercial, construction,
defense, electronics and medical markets.

Headquartered in Bloomfield Hills, Mich., TriMas is a diversified
growth company of high-end, specialty niche businesses
manufacturing a variety of products for commercial, industrial and
consumer markets worldwide.  TriMas is organized into four
strategic business groups: Cequent Transportation Accessories,
Rieke Packaging Systems, Fastening Systems and Industrial
Specialties.  TriMas has nearly 5,000 employees at 80 different
facilities in 10 countries.  For more information, visit
http://www.trimascorp.com

                     *      *      *

As reported in the Troubled Company Reporter's May 29, 2003
edition, Moody's Investors Service took several rating actions on
TriMas  Corporation. Outlook is now negative from stable.

                     Assigned Rating

      * B1 - Proposed $90 million increase to the Tranche B
             term loan facility

                    Confirmed Ratings

      * B1 - Senior implied rating

      * B2 - Senior unsecured issuer rating

      * B1 - $150 million senior secured revolving credit
             facility, due November 15, 2007,

      * B1 - $350 million term loan B, due November 15, 2009,

      * B3 - $438 million 9.875% senior subordinated notes,
             due 2012

Moody's ratings mirror the company's high leverage, weak results
and constrained liquidity.


TRI-UNION DEVELOPMENT: Case Summary & 40 Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Tri-Union Development Corporation
             801 Travis Street
             Suite 2102
             Houston, Texas 77002

Bankruptcy Case No.: 03-44908

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Tri-Union Operating Company                03-44913

Type of Business: Tri-Union is an independent oil and natural gas
                  company engaged in the acquisition, development,
                  exploration and production of oil and natural
                  gas properties.

Chapter 11 Petition Date: October 20, 2003

Court: Southern District of Texas (Houston)

Judge: William R. Greendyke

Debtors' Counsel: Charles A Beckham, Jr., Esq.
                  Eric B. Terry, Esq.
                  JoAnn Lippman, Esq.
                  Patrick Lamont Hughes, Esq.
                  Haynes & Boone
                  1000 Louisiana
                  Suite 4300
                  Houston, TX 77002-5012
                  Tel: 713-547-2243
                  Fax: 713-236-5638

Total Assets: $117,620,142 (as of March 31, 2003)

Total Debts: $167,519,109 (as of March 31, 2003)

A. Tri-Union Development Corp.'s 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Bank of New York                                   $31,176,000
Cecile Lamarco
One Wall Street
New York, NY 10286

Bear Stearns Securities Corporation                $22,846,000
Vincent Marzella
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862

Jefferies and Company                              $16,154,000
Charles Errigo
Harborside Financial Center
Jersey City, NJ 07311

Boston Safe Deposit and Trust Company               $2,962,000
Melissa Varasovich
525 William Penn Place
Pittsburgh, PA 15259

Citibank, N.A.                                      $4,231,000
David A. Leslie
3800 Citibank Center B3-15
Tampa, FL 33610

Comerica Bank                                          Unknown
Heather Morrison, Trust Officer
411 West Lafayette
Detroit, MI 48226

Deutsche Bank Securities, Inc.                     $11,060,000
Andrea Augustina
1251 Avenue of the Americas
New York, NY 10020

Spear, Leeds and Kellogg                            $8,013,000
Joseph Callahan
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171

Goldman, Sachs and Company                          $5,514,000
Patricia Baldwin
180 Maiden Lane
Mail Code 3404
New York, NY 10038

JP Morgan Chase Bank                                $4,230,000
Paula Dabner, Proxy/Class Auctions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254

Goldman Sachs International                           $846,000
Patricia Baldwin
1 New York Plaza
45th Floor
New York, NY 10004

Pershing LLC                                           Unknown
Al Hernandez
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399

Cohanzick High Yield Partners, LP                      Unknown
450 Park Avenue
Suite 3201
New York, NY 10022

B. Tri-Union Operating Company's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Hunt Chieftain Development LP                       $5,588,576
PO Box 848018
Dallas, TX 75284-8018

Forest Oil Corporation                              $1,548,960
PO Box 845795
Dallas, TX 75284-5795

Devon Louisiana Corporation                         $1,361,004
f/n/a Ocean Energy
PO Box 4971
Houston, TX 77210-4971

Fairways Offshore Expl., Inc.                         $701,515
9800 North West Freeway
Suite 500
Houston, TX 77092

Key Energy Services, Inc.                             $569,325
PO Box 676364
Dallas, TX 75267-6364

Universal Compression, Inc.                           $330,144
PO Box 973034
Dallas, TX 75397-3034

Roclan Service & Supply, Inc.                         $259,898
PO Box 5475
Slidell, LA 70469

Coastal Production Services                           $164,054

Hawkins Lease Service, Inc.                            $89,195

T&L Lease Service Inc.                                 $86,488

Production Systems Inc.                                $73,676

Bagwell Energy Services                                $68,642

Hanover Compression LP                                 $63,134

Griffith Oilfield Services Inc.                        $51,564

ROS Vacuum Service                                     $51,321

Fairways Spec. Sales Serv.                             $48,979

Oil & Gas Rental Svcs. Inc.                            $46,249

Mariner Energy Inc.                                    $33,402

B&S Rental Tools, Inc.                                 $30,424


UNIROYAL: Wants Lease Decision Period Extended to November 25
-------------------------------------------------------------
Uniroyal Technology Corporation and its debtor-affiliates ask for
more time from the U.S. Bankruptcy Court for the District of
Delaware to decide whether to assume, assume and assign, or reject
their unexpired nonresidential real property leases.  The Debtors
want the Court to give them until November 25, 2003 for their
lease-related decisions.

The Debtors report that, together with their professionals, they
continue working diligently to administer these cases.  Currently,
they are in the process of selling off all of their assets. The
Debtors were not successful in closing the sale transaction, on
the part of the debtor Uniroyal Optoelectronics, Inc.
Consequently, they are winding down UOE by selling off its assets
piecemeal on an expedited basis.  Meanwhile, the Debtors need to
maintain their Tampa, Florida facility, which houses the assets.
In light with this, the Debtors require additional time to
intelligently evaluate the Leases.

All the while, the Debtors continue to evaluate their unexpired
leases of nonresidential real property.  The Debtors submit that
the leases are important assets of the estates such that the
decision to assume or reject would be central to any plan of
reorganization.

Uniroyal Technology Corporation and its subsidiaries are engaged
in the development, manufacture and sale of a broad range of
materials employing compound semiconductor technologies, plastic
vinyl coated fabrics and specialty chemicals used in the
production of consumer, commercial and industrial products.  The
Company filed for chapter 11 protection on August 25, 2002 (Bankr.
Del. Case No. 02-12471).  Eric Michael Sutty, Esq., and Jeffrey M.
Schlerf, Esq., at The Bayard Firm represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, it listed $85,842,000 in assets and $68,676,000 in
debts.


US AIRWAYS: Takes Action to Challenge PBGC Claims
-------------------------------------------------
The Reorganized US Airways Debtors object to Claim Nos. 2815, 2824
and 2835 filed by the Pension Benefit Guaranty Corporation to
address the Retirement Income Plan for US Airways, Inc. pilots.
John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, reminds the Court that the defined benefit pension plan for
USAir pilots was terminated on March 31, 2003 and the PBGC was
appointed the DB Pilots Plan's Trustee.

The PBGC initially filed three types of claims for each of the
Debtors' seven DB Plans.  The PBGC has withdrawn 18 of its 21
Proofs of Claim, leaving three that relate to the DB Pilots Plan.
The PBGC asserts each claim jointly and severally against each of
the eight Debtors.

                         Claim No. 2815

According to Mr. Butler, Claim No. 2815 is an unliquidated claim
for unpaid minimum funding contributions owed to the DB Pilots.
Mr. Butler argues that the Claim should be disallowed and
expunged in its entirety for two reasons.  First, the PBGC
concedes the Debtors owe no minimum funding contributions to the
DB Pilots Plan.  Second, the PBGC is no longer pursuing the
Claim.

                         Claim No. 2824

Claim No. 2824 is for unpaid PBGC premiums owed to the DB Pilots
Plan.  Mr. Butler informs Judge Mitchell that the PBGC has filed
Administrative Expense Claim Requests for $2,434,945 that are
duplicative of Claim No. 2824.   Therefore, the PBGC's
unliquidated Claim No. 2824 should be disallowed and expunged in
its entirety.  The PBGC is no longer pursuing the Claim.

                         Claim No. 2835

Claim No. 2835 is for unfunded benefit liabilities under the DB
Pilots Plan for $2,083,600,000 arising under 29 U.S.C. Section
1362(b).  Mr. Butler argues that the Claim is overstated and, if
allowed, would result in a windfall to the PBGC.  The monetary
value of the Claim was determined by subtracting the assets from
the benefit liabilities under the DB Pilots Plan at termination.

According to Mr. Butler, the Unfunded Benefit Liability Claim far
exceeds the actual liability that the PBGC will incur.  The
liabilities consist of the Plan's obligation to make monthly
payments to eligible pilots and their beneficiaries over their
lives.  Most of the payments will not commence until years into
the future when a pilot retires and starts drawing the pension.
The present value of these obligations depends on actuarial
assumptions and methods.  Mr. Butler insists that when
calculating the liabilities, the PBGC used unrealistic actuarial
assumptions that inflated the Claim's value.  Therefore, the
PBGC's $2,083,600,000 Claim should be reduced and allowed in an
amount to be determined later using realistic actuarial
assumptions.

                       Flawed Calculations

The PBGC's calculation of the Unfunded Liability Claim is based
on flawed assumptions, Mr. Butler reiterates.  In particular, the
PBGC:

     (i) uses an interest rate that is too low to discount future
         pension payments to present value; and

    (ii) assumes that pilots will retire before the age 60, the
         normal retirement date under the DB Pilots Plan.

Mr. Butler says that the "prudent investor rate" is the
appropriate rate for discounting future pension payments to
present value.  The interest rate assumption bears an inverse
relationship to the value of pension liabilities.  All else
equal, a lower interest rate assumption will produce a higher
present value for the Unfunded Benefit Liability Claim.  The PBGC
used a 5.1% interest rate to calculate the present value of
benefit liabilities.

The appropriate prudent investor rate for the DB Pilots Plan,
explains Mr. Butler, is higher than 5.1% and is closer to PBGC's
actual rate of return on its own investments, which averaged 12%
from 1985 through 2002.  No reasonable range of prudent investor
rates would dip as low as the PBGC's 5.1% rate or produce a
$2,083,600,000 Claim.

Mr. Butler also suggests that PBGC's retirement age assumption is
unreasonable given the historical retirement age of 60.  Also,
the Plan currently provides incentives that suggest that the
pilots will maintain this pattern.  Assuming an early retirement
age causes the present value of the pension obligation to
increase because payments will start earlier and are likely to
last longer.  In the past, pilots generally have retired at age
60, except when early retirement incentives, referred to as
"windows," have been offered.

Mr. Butler insists that the age 60 retirement assumption has
merit for several reasons.  First, pilots will receive benefits
under the terminated DB Pilots Plan that are lower -- sometimes
significantly lower -- than the benefits they would have received
from the ongoing DB Pilots Plan.  This will encourage pilots to
delay retirement to maintain their income level.  Second, the
pilots' new defined contribution plan provides an incentive to
retire around age 60.  As negotiated with the Air Line Pilots
Association, International, USAir will contribute to pilots'
individual accounts while they are working up to age 60.  Pilots
who retire before age 60 will receive a lower benefit, because
they will accumulate fewer contributions and begin drawing down
their benefit sooner.  However, in calculating the value of the
Unfunded Benefit Liabilities, the PBGC assumes that pilots will
retire before age 60.  This increases the value of unfunded
benefit liabilities by roughly $200,000,000.

Because the PBGC's early retirement age is unsupported, it
should be rejected in favor of the age 60 expected retirement age
assumed by the Reorganized Debtors and supported by past and
anticipated future experience.  The Unfunded Liability Claim
should also be limited to PBGC's actual exposure, which is far
less than the face amount of its claim.  The benefits PBGC will
pay under the terminated DB Pilots Plan is far less than the
total amount of benefit liabilities under the DB Pilots Plan,
which was used to determine PBGC's Claim.

Mr. Butler points out that the PBGC is expected to pay only
$1,800,000,000 under the DB Pilots Plan, calculated using PBGC's
5.1% interest rate and early retirement assumption.  The DB
Pilots Plan has $1,222,000,000 in assets.  Thus, the additional
amount needed to cover the benefits PBGC will pay is
$600,000,000.  PBGC should not be allowed a $2,083,600,000 Claim
-- over three times its exposure.  Allowing PBGC's Claim as is
would create a windfall to the detriment of other General
Unsecured Creditors.

Accordingly, the Reorganized Debtors ask the Court to:

     (i) disallow and expunge Claim Nos. 2815 and 2824; and

    (ii) reduce and allow Claim No. 2835 in the amount to be
         proved later, but significantly lower than the
         $2,083,600,000 face amount.

                          PBGC Responds

James J. Keightley, Esq., General Counsel at the PBGC in
Washington, D.C., tells the Court that the Reorganized Debtors'
Objection contrasts with their position six months ago, when
seeking the Court's permission to terminate the DB Pilots Plan.
At the hearing, the Debtors contended that they could not
reorganize without terminating the DB Pilots Plan.  The Debtors
forecast $1,650,000,000 in minimum funding obligations over a
seven-year period.  The Court relied on the projected
$1,650,000,000 "savings" in approving the termination request.
Now, the Reorganized Debtors insist that PBGC's claim for the
unfunded benefit liabilities of the DB Pilots Plan should be
valued at a fraction of the near-term "savings" achieved by the
DB Pilots Plan termination.

The Reorganized Debtors propose two means of slashing PBGC's
Claim.  First, drastically reducing the interest factor by which
the present value of unfunded benefit liabilities is calculated.
Second, utilizing an inflated expected retirement age for US
Airways pilots.  Mr. Keightley says that the Reorganized Debtors
are urging the Court to disregard the PBGC's methodology for
determining unfunded benefit liabilities.  This methodology is
embodied in a Congressional Rule and utilized uniformly by the
PBGC in all plan termination valuations.  Furthermore, the
Reorganized Debtors' efforts to isolate and alter factors in the
calculations violates the underlying principle of the PBGC's
methodology, which replicates the market value of annuity
contracts by using mortality, retirement, and interest
assumptions interdependently and in combination.

Mr. Keightley explains that the PBGC's methodology is supported
by expert economists and actuaries, who will assist the Court in
determining that:

   (1) the PBGC methodology is consistent with the principles of
       economics for valuation of liabilities like those at issue
       in PBGC's claim; and

   (2) the PBGC methodology accurately replicates the market
       value of the cost of annuitizing the Pilots Plan unfunded
       benefit liabilities.

>From the inception of ERISA, the PBGC adopted a valuation method
using interdependent mortality, retirement and interest
assumptions that in combination replicate the market value of
annuity contracts.  The interest rates are derived from annuity
price data obtained by the PBGC from the private insurance
industry.  The PBGC's interest assumptions have been designed so
that, when coupled with the mortality assumptions, the benefit
values obtained for immediate and deferred annuities are in
line with industry annuity prices.  The interest factor is
adjusted to reflect changes in insurance industry prices.

The Reorganized Debtors take issue with the interest and
retirement assumptions that has been used to value the benefit
liabilities of every plan terminated by PBGC since its inception.
The Reorganized Debtors urge the Court to rewrite the regulation
by substituting the Reorganized Debtors' as yet undefined
interest assumptions and their age 60 retirement assumption.

Mr. Keightley asserts that bankruptcy does not displace the
substantive law under which claims arise.  Rather, bankruptcy
provides a forum for the resolution of claims that arise under
different bodies of law.  Thus, there is no basis for a
bankruptcy court to ignore a valid regulation that defines a
party's liability to a government agency.

The Reorganized Debtors contend that, because the PBGC will pay
about $600,000,000 to the Pilots Plan, the PBGC should not be
allowed to recover the full amount of its claim.  "The
Reorganized Debtors are simply wrong," Mr. Keightley says.  Every
cent that is recovered on the $2,083,600,000 Claim will reimburse
the PBGC for guaranteed benefits or to pay additional benefits to
Pilots Plan participants.  The $600,000,000 figure does not
include additional benefits payable to participants from the
assets of the Pilots Plan or the amount of the benefit that
participants will receive based on the PBGC's recovery on the
claim at issue.  Consequently, no "windfall" will result from the
allowance of the PBGC's Claim in full, as the pilots and their
beneficiaries will receive the lion's share of any recovery the
PBGC receives. (US Airways Bankruptcy News, Issue No. 40;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


VAIL RESORTS: Needs More Time to Deliver Annual Report to SEC
-------------------------------------------------------------
Vail Resorts, Inc. (NYSE: MTN) is filing Form 12b-25 to extend the
filing date of its annual report on Form 10-K, in order to allow
more time for the Company and its auditors to complete the 2003
fiscal year-end audit.  The extension allows the Company to file
its annual results on or before November 13, 2003.  The Company
also announced that it will issue an advisory as soon as the date
for its fiscal year-end earnings release has been determined.

Vail Resorts, Inc. is the premier mountain resort operator in
North America.  The Company's subsidiaries operate the mountain
resorts of Vail, Beaver Creek, Breckenridge and Keystone in
Colorado, Heavenly Resort in California and Nevada and the Grand
Teton Lodge Company in Jackson Hole, Wyoming.  In addition, the
Company's RockResorts luxury resort hotel company operates 10
resort hotels throughout the United States.  The Vail Resorts
corporate Web site is http://www.vailresorts.comand the consumer
Web sites are http://www.snow.comand http://www.rockresorts.com

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


VENTAS INC: Sept. 30 Net Capital Deficit Narrows to $24 Million
---------------------------------------------------------------
Ventas, Inc. (NYSE:VTR) said that normalized Funds From Operations
for the 2003 third quarter rose 23 percent to $32.2 million,
compared with $26.3 million in the comparable 2002 period.
Normalized FFO per diluted share increased 8 percent to $0.40,
from $0.37 per diluted share for the comparable 2002 period. In
the third quarter ended September 30, 2003, the Company had 80.3
million diluted shares outstanding, compared to 70.0 million
diluted shares outstanding in the third quarter ended September
30, 2002.

The growth in FFO resulted from increased rents from Ventas's
annual lease escalations, income from the Company's 2002
investments in the Trans Healthcare, Inc. properties and decreased
interest expense due to lower interest rates on reduced
indebtedness.

"Our third quarter performance reflects the benefit of our Master
Leases, which continue to give Ventas reliable industry-leading
internal FFO growth. In addition, our cash flow remains strong,"
Ventas Chairman, President and CEO Debra A. Cafaro said.
"Increasing our FFO guidance to $1.52-$1.54 per share for 2003
evidences the progress we have made on reducing our debt balances
and engaging in positive transactions with our principal tenant,
Kindred Healthcare, Inc. (NASDAQ: KIND), whose credit quality and
performance continue to improve. We expect our 2004 FFO to show
additional growth when we put our strong balance sheet fully to
work on new, diversifying investments."

                     NINE MONTH FFO RESULTS

Normalized FFO for the nine months ended September 30, 2003 was
$91.3 million, or $1.14 per diluted share, a 12 percent increase
from the same period in the prior year of $71.3 million, or $1.02
per diluted share.

Normalized FFO for all periods excludes (a) gains on sales of
Kindred common stock, (b) a $20.2 million reversal of a previously
recorded contingent liability, which was recorded as income in the
first quarter of 2003, (c) losses from extinguishment of debt and
(d) a one-time swap breakage incurred in connection with the
Company's refinancing in April 2002.

                       GAAP NET INCOME

After discontinued operations of $1.2 million, or $0.02 per
diluted share, Ventas reported third quarter 2003 net income of
$32.2 million, or $0.40 per diluted share. After discontinued
operations of $0.8 million, or $0.01 per diluted share, net income
for the third quarter ended September 30, 2002 was $17.1 million,
or $0.24 per diluted share. A breakdown of discontinued operations
is included in a schedule attached to this Press Release.

After discontinued operations of $2.5 million, or $0.03 per
diluted share, net income for the nine months ended September 30,
2003 was $85.6 million, or $1.07 per diluted share. Net income for
the nine months ended September 30, 2002 was $56.3 million, or
$0.80 per diluted share, after discontinued operations of $25.9
million, or $0.37 per diluted share.

At September 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $24 million.

     THIRD QUARTER HIGHLIGHTS AND OTHER RECENT DEVELOPMENTS

-- Ventas reduced its indebtedness during the third quarter by
   $40.8 million. Net debt to EBITDA annualized for the nine
   months ended September 30, 2003 was 3.4x.

-- In the third quarter, CMS finalized a 6.26 percent increase
   (approximately $20 per patient day) to Medicare nursing home
   rates effective October 1, 2003.

-- The 237 skilled nursing facilities and hospitals leased to
   Kindred produced EBITDAR to rent coverage of 1.6x for the
   trailing twelve month period ended June 30, 2003 (the latest
   date available).

-- Ventas recently launched a targeted marketing program under the
   name "Ventas(SM) Healthcare Properties" directed at healthcare
   operators to support its diversification strategy. The Company
   also unveiled its new tag line of "Custom Capital Tailored for
   Growth(SM)" to emphasize its commitment to rapidly deliver
   capital in highly customized deals to operators who want to
   leverage their equity for growth or monetize their assets.

-- During the third quarter, Ventas sold a non-operating skilled
   nursing facility for $2.3 million and received a non-binding
   proposal to purchase another non-operating skilled nursing
   facility. As a result, the Company recognized a gain of $2.1
   million on the sold facility and also recorded an $0.8 million
   impairment on the other facility.

-- Ventas completed its programmatic disposition of its Kindred
   equity stake, which it received under Kindred's 2001 bankruptcy
   plan of reorganization (the "Plan"). During the third quarter,
   Ventas sold its remaining 780,814 shares of Kindred common
   stock, resulting in an $8.1 million gain. In total, Ventas
   realized a $30 million gain and $48 million in aggregate value
   for the 1.5 million shares it received under the Plan.

-- In October, the Company and Kindred distributed approximately
   $1 million to each company from a previously established Tax
   Refund Escrow. Approximately $1 million remains in the Tax
   Refund Escrow. Proceeds, net of any tax claims, will be shared
   equally between Kindred and Ventas.

-- As a result of the Kindred equity and facility sales, and
   distributions from the Tax Refund Escrow, the Company continues
   to realize cash from non-income producing assets.

                    THIRD QUARTER 2003 RESULTS

Revenue for the quarter ended September 30, 2003 was $59.8
million, of which $48.6 million (or 81.3 percent) resulted from
leases with Kindred. Expenses for the quarter ended September 30,
2003 totaled $28.8 million, and included $10.2 million of
depreciation expense and $14.7 million of interest expense on debt
financing. General, administrative and professional expenses for
the third quarter totaled $3.6 million.

                    NINE MONTH 2003 RESULTS

Revenue for the nine months ended September 30, 2003 was $158.2
million, of which $139.6 million (or 88.2 percent) resulted from
leases with Kindred. Expenses totaled $75.1 million for the nine
months ended September 30, 2003, were reduced by the $20.2 million
reversal of a contingent liability and included $30.7 million of
depreciation expense, $47.1 million of interest expense and $4.9
million of interest expense on the United States Settlement, which
was paid in full in June 2003 without prepayment penalty or
premium. General and administrative and professional expenses for
the nine months ended totaled $11.2 million.

          2003 AND 2004 NORMALIZED FFO GUIDANCE RAISED

Ventas expects its 2003 normalized FFO to increase to between
$1.52 and $1.54 per diluted share, up from the previous guidance
of $1.50 to $1.52 per diluted share. The increase is due to the
Company's continued debt reduction through cash realized from non-
income producing assets and lower than anticipated general,
administrative and professional fees. If achieved, these results
would represent a 13 percent per share growth in normalized FFO in
2003.

Ventas expects to achieve 2004 normalized FFO of between $1.58 and
$1.62 per share, an increase from its previous guidance of $1.55
to $1.57 per share.

The Company's FFO guidance (and related GAAP earnings projections)
for 2003 and 2004 excludes gains and losses on the sales of
assets, and the impact of acquisitions, additional divestitures
and capital transactions.

At September 30, 2003, the Company's floating rate debt balance
was $313 million and the aggregate notional amount of the
Company's interest rate LIBOR swap (the "Swap") was $450 million.
Therefore, the notional amount of the swap was in excess of the
Company's outstanding variable rate debt balances. The Company
currently expects that in the future its variable rate debt
balances will increase to equal or exceed the notional amount of
its interest rate swap. As a result, interest expense is likely to
increase. If the Company does not increase its variable rate debt
balances to equal or exceed the notional amount of the Swap, then
under certain circumstances the Company may record a noncash
expense for swap ineffectiveness equal to the portion of the
unrealized loss on the Swap allocable to the excess notional
amount of the Swap or pay to reduce the notional amount of the
Swap to more closely match its variable rate debt balances. The
Company's FFO guidance for 2003 and 2004 excludes the impact of
any such expense or cost.

Reconciliation of the FFO guidance to the Company's projected GAAP
earnings is provided on a schedule attached to this Press Release.
The Company may from time to time update its publicly announced
FFO guidance, but it is not obligated to do so.

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

Ventas, Inc. is a healthcare real estate investment trust that
owns 44 hospitals, 203 nursing facilities and nine other
healthcare and senior housing facilities in 37 states. The Company
also has investments in 25 additional healthcare and senior
housing facilities. More information about Ventas can be found on
its Web site at http://www.ventasreit.com


VIALINK CO.: Will Publish Third-Quarter 2003 Results Tomorrow
-------------------------------------------------------------
The viaLink Company (OTCBB: VLNK), the leading provider of data
synchronization and scan based trading services to the retail
supply chain, will announce its third quarter 2003 results after
market close on October 30, 2003.

viaLink Chief Executive Officer Bob Noe and Chief Financial
Officer Brian Carter will host an investor conference call the
same day at 4:30 p.m. Eastern Standard Time, to review the
Company's results. The call will be broadcast live over the
Internet and can be accessed by visiting http://www.vialink.com
For those who are not able to listen to the live broadcast, the
conference call will be archived for 30 days and accessed through
http://www.vialink.com

The viaLink Company (Nasdaq: VLNK) is the leading provider of data
synchronization and advanced e-commerce services to the retail
food industry. The viaLink Partner Package is a suite of services
that use synchronized data to give trading partners visibility
into product movement through the supply chain and enable
collaborative business processes.

In its Form 10-QSB filed for the quarter ended March 31, 2003,
viaLink reported:

"We provide subscription-based, business-to-business electronic
commerce services that enable food industry participants to more
efficiently manage their highly complex supply chain information.
Our services allow manufacturers, wholesalers, distributors, sales
agencies (such as food brokers) and retailers to communicate and
synchronize item, pricing and promotion information in a more
cost-effective and accessible way than has been possible using
traditional electronic and paper-based methods.

"Our strategy is to continue our investment in marketing and sales
activities, development of our viaLink services and customer
support services to facilitate our plan to penetrate the market
and build recurring revenues generated from subscriptions to our
viaLink services. Consequently, we resemble a development stage
company and will face many of the inherent risks and uncertainties
that development stage companies face. There can be no assurance,
however, that these efforts will be successful. Our failure to
successfully execute our strategy would have a material adverse
effect on our business, financial condition and results of
operations, including our viability as an enterprise. As a result
of the high level of expenditures for investment in technology
development, implementation, customer support services, and
selling and marketing expenses, we expect to incur losses in the
foreseeable future periods until such time, if ever, as the
recurring revenues from our viaLink services are sufficient to
cover the expenses.

"Our clients and customers range from small, rapidly growing
companies to large corporations in the consumer packaged goods and
retail industries and are geographically dispersed throughout the
United States.

"We reported a substantial loss from operations for the fiscal
years ended December 31, 2000, 2001 and 2002, and we expect to
incur losses for the fiscal year ending December 31, 2003. The
extent of these losses will depend primarily on the amount of
revenues generated from implementations of and subscriptions to
our viaLink services, which have not yet achieved significant
market acceptance or market penetration and the amount of expenses
incurred in generating these revenues. In order to achieve market
penetration and acceptance we expect to continue our expenditures
for development of our viaLink services. These expenses have
substantially exceeded our revenues.

"Our independent auditors have issued their Independent Auditors'
Report on the Company's consolidated financial statements for the
fiscal year ended December 31, 2002 with an explanatory paragraph
regarding the Company's ability to continue as a going concern. We
have generated net losses for the years ended December 31, 2000,
2001 and 2002 and have generated an accumulated deficit of $87.4
million as of March 31, 2003. We have incurred operating losses
and negative cash flow in the past and expect to incur operating
losses and negative cash flow during 2003. During 2001 and 2002 we
began to experience delays in signing small supplier customers
which were an important component of our expected implementation
revenues. We experienced these delays again in early 2003. The
signing of these suppliers is dependent upon the success of our
retailer customers' 'community development' activities. We
continue to pursue sales efforts with the small suppliers and
still believe that they will become subscribers to our services.
Due to these delays, we continue to focus our sales efforts on
leading customers, particularly retailers, each of which could
have a greater incremental effect on increasing subscription
revenues. An increase in the number of leading customers is
critical to generating positive cash flow from operations and
creating sales opportunities through 'community development'.

"The delay in generating revenues creates a need for us to obtain
additional capital in 2003 in order for us to execute our current
business plan successfully. The amount of capital will be
dependent upon (a) our services achieving market acceptance, (b)
the timing of additional customer signings, (c) our ability to
sustain current decreased levels of spending, and/or (d) the
amount of, if any, unanticipated expenditures. There can be no
assurance as to whether, when or the terms upon which any such
capital may be obtained. Any failure to obtain an adequate and
timely amount of additional capital on commercially reasonable
terms could have a material adverse effect on our business,
financial condition and results of operations, including our
ability to continue as a going concern."


WORLDCOM: Resolves Dispute with Public Utility Commission of TX
---------------------------------------------------------------
On July 9, 2003, the Worldcom Debtors filed a supplement to their
Disclosure Statement and Amended Joint Reorganization Plan.  The
Supplement contemplates:

   (a) the merger of Intermedia Communications, Inc. into a
       subsidiary of WorldCom, with the subsidiary being the
       surviving entity;

   (b) the merger of WorldCom Inc., as reorganized, into a
       wholly owned subsidiary that is incorporated in Delaware;
       and

   (c) the consolidation of the Debtor-entities and businesses
       that comprise WorldCom's local exchange carrier business.

Pursuant to the Supplement, Debtors believe that certain state
regulatory laws, including the regulatory laws of 31 state Public
Utility Commissions are preempted pursuant to Section 1123 of the
Bankruptcy Code.  The state regulatory review is also preempted
by Section 525.  The Supplement provides that outside the
bankruptcy context, some of the transactions contemplated in the
CLEC Consolidation and the WorldCom and Intermedia Mergers would
be subject to the jurisdiction of some or all 50 state Public
Utility Commissions.

The Amended Plan provides that the CLEC Consolidation and the
Mergers, and any mergers, transfers of assets, dissolutions,
consolidations, and other transactions contemplated by the CLEC
Consolidation or the Mergers, will be approved and effective as
of the effective date of the Plan without the need for any
further state or local regulatory approvals.

On July 28, 2003, the California Public Utility Commission and
the California Department of Justice, and agencies of other
states joined in and objected to the Amended Plan and the
Supplement, disputing the preemption provision.  These agencies
include:

    (1) the State of Montana;

    (2) the State of Hawaii, Department of Taxation;

    (3) Paul G. Summers, Attorney General and Reporter on behalf
        of the Tennessee Regulatory Authority;

    (4) the State of Minnesota, Department of Commerce and Office
        of the Attorney General;

    (5) the State of Vermont;

    (6) the State of West Virginia ex rel. Darrell V. McGraw,
        Jr., Attorney General;

    (7) the State of Missouri, Jeremiah W. Nixon, Attorney
        General;

    (8) the State of Illinois, Lisa Madigan, Attorney General of
        the State of Illinois, on behalf of the People of the
        State of Illinois;

    (9) the State of South Dakota;

   (10) the State of Oregon;

   (11) the Public Utility Commission of Texas; and

   (11) the State of Arkansas.

Subsequently, the Debtors settled the dispute with the Public
Utility Commission of Texas.  In a Court-approved stipulation,
the parties stipulate and agree that:

   (a) The Debtors recognize the jurisdiction of the PUCT over
       their operations, as set forth in the Debtors' August 6,
       2003 Letter.  The Debtors agree to comply with the
       assurances and agreements in the August 6 Letter.

       The Letter provides assurances and clarification that:

       -- The result of the Debtors' reorganization will not
          impact the customers;

       -- MCImetro Access Transmission Services, LLC, operating
          as MCI, and currently certificated by PUCT, will
          survive the reorganization and will continue providing
          competitively priced, quality telecommunications
          service to end users in Texas.  End users currently
          receiving local service from an entity other than MCI
          will be notified of their migration to MCI consistent
          with Substantive Rule 26.130(k) of the Public Utility
          Commission;

       -- Current customers will continue to receive service
          under the same rates, terms and condition.  All
          impacted customers will be notified of organizational
          changes.  Tariffs of Subsidiaries that will be merged
          or dissolved pursuant to the Reorganization Plan will
          be properly incorporated into existing or new tariffs
          of the surviving entities.  The PUCT will have these
          tariff changes on file to assure that consumer's rights
          are fully protected.  MCI is committed to ensuring that
          this process is a seamless transition of service for
          end users;

       -- MCI will expeditiously update all necessary Commission
          records, including information like the MCI Directors
          and Officers, to reflect any changes to the surviving
          entities.  MCI will also relinquish the certificates of
          all CLEC entities that cease to exist as a result of
          the Reorganization; and

       -- MCI will update the Commission concerning exactly which
          MCI entities are registered or certificated in Texas,
          will be eliminated.  MCI is confident that the
          elimination of most of the CLEC and inactive
          subsidiaries will reduce expenses and confusion in
          MCI's interactions with the PUCT, municipalities,
          vendors and customers; and

   (b) With respect to the PUCT's jurisdiction over the Debtors'
       transactions contemplated in the CLEC Consolidation or the
       Mergers, the Debtors do not rely on the theory of express
       preemption pursuant to Sections 1123 or 525 in asserting
       that it is not necessary to receive regulatory
       authorization to effectuate the CLEC Consolidation and the
       Mergers.  Regarding the PUCT's jurisdiction over the
       Debtors' transactions contemplated in the CLEC
       Consolidation and the Mergers, the Debtors agree that, any
       reference to express preemption under Sections 1123 or
       525, or otherwise, in the Amended Plan or the Supplement
       pertaining to the police and regulatory authority of the
       PUCT will be deemed stricken and of no force and effect.
       (Worldcom Bankruptcy News, Issue No. 40; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)


XACT TELESOLUTIONS: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Xact Telesolutions, Inc.
             320 Main Street
             Laurel, Maryland 20707
             fka Suncap Mgmt. Group, Inc.

Bankruptcy Case No.: 03-31631

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Xact Message, LLC                          03-31634
        The Message Network                        03-31635

Type of Business: Telephone answering service

Chapter 11 Petition Date: October 17, 2003

Court: District of Maryland (Greenbelt)

Judge: Duncan W. Keir

Debtors' Counsel: Craig Palik, Esq.
                  James Greenan, ESq.
                  McNamee, Hosea, Jernigan, Kim, Greenan & Walker,
                   P.A.
                  6411 Ivy Lane
                  Suite 200
                  Greenbelt, MD 20770

Total Assets: $285,054

Total Debts: $4,045,012

A. Xact Telesolutions' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Tel-Star Communications Corp                          $600,000

CMNY Capital II, LP                                   $599,266

Sterling Carl Marks Capital                           $599,266
Mr. Harvey Rosenblatt
175 Great Neck Road
Suite 408
Great Neck, NY 11021

Sterling Carl Marks Capital                           $375,000
Mr. Harvey Rosenblatt
175 Great Neck Road
Suite 408
Great Neck, NY 11021

Ralph L. Mack                                         $237,500

Bristol Co. Bristol Co.                                $82,718

Goodwin Proctor             Services                   $82,369

AT&T   Services                                        $75,000

Dan Joseph                  Severance package          $68,750

Broadwing                   Services                   $54,237

Areas Advertising                                      $52,797

Graham Randolph                                        $45,000

Lightship                   Services                   $35,000

Saul Ewing                  Services                   $30,000

Promero                     Services                   $20,000

Siskind, Grady, Rosen       Services                   $10,773
& Hoover

JDR Capital Corporation     Arrears on lease            $7,702

Prince Georges' County      Personal property tax       $6,601

Atel                        Arears on Equipment lease   $5,882

Siskind, Grady, Rosen       Services                    $5,774
& Hoover

B. Xact Message's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Atel                                                    $5,882

American Express/1st Sierra                             $2,710

Dell Financial Services     Arrears on equipment        $1,556
                            lease

Unitel, Inc.                Telephone services          $1,119

Imperial                    Arrears on equipment        $1,024
                            lease

Clifford Enterprises (Unity)                            $1,022

Arch Wireless               Services                      $882

Central Maine Power Co.     Utilities                     $757

L&M Cleaning                Services                      $359

Unicel Cellular Phone       Telephone services            $306
Service

PBCC                                                      $253

Quill Corporation           Purchases on Account          $180

Fred's Coffee Service                                      $78

MicroWarehouse              Purchases on Account           $72

Quill Corporation           Purchases on Account           $62

Uninet                                                     $37

C. The Message Network's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Graham Randolph                                     $1,550,000
P.O. Box 842
Brooklandville, MD 21022

Verizon                     Telephone service          $45,778

Ge Capital                  Equipment Lease            $16,321

Anderson, Michael & Karen                               $8,186

Fisher Anderson             Arrears on Equipment Lease  $6,724

MicroWarehouse              Purchases                   $6,474

SDI Capital Resources,      Arrears on  Equipment       $5,347
Inc.                       Lease

City of Laurel              Personal property tax       $4,830

CitiCorp Vendor Finance     Arrears on Equipment        $4,542
                            Lease

Textron Financial                                       $3,686

TCF Express Leasing         Arrears on  Equipment       $3,504
                            Lease

WNR/TCF                                                 $3,504

Grainger                                                $3,106

Imperial                    Arrears on  Equipment       $3,090
                            Lease

First Sierra Financial      Arrears on Equipment Lease  $2,575
Inc.

Verizon                     Telephone services          $2,545

US Bankcorp                 Arrears on Equipment Lease  $2,524

Verizon                                                 $2,437

Verizon                     Telephone service           $2,410

Unicyn Funding Group, Inc.                              $2,082


ZENITH NATIONAL: Third-Quarter Results Show Better Performance
--------------------------------------------------------------
Zenith National Insurance Corp. (NYSE: ZNT) (A.M. Best, bb
Preferred Securities Rating) reported net income of $16.1 million
for the third quarter of 2003 compared to net income of $8.7
million for the third quarter of 2002.

Net income for the nine months ended September 30, 2003 was $46.2
million, compared to net income for the nine months ended
September 30, 2002 of $18.0 million.

Property-casualty underwriting income before tax for the third
quarter of 2003 was $10.9 million compared to $0.4 million for the
third quarter of 2002. Property-casualty underwriting income
before tax for the nine months ended September 30, 2003 was $23.3
million compared to an underwriting loss before tax of $7.3
million for the nine months ended September 30, 2002.

Gross workers' compensation premiums written increased about 39%
and 48% in the three and nine months ended September 30, 2003,
respectively, compared to the corresponding periods of 2002. In
California, gross workers' compensation premiums written increased
about 62% and 73% in the three and nine months ended September 30,
2003, respectively, compared to the corresponding periods of 2002.

The combined ratio for the property-casualty insurance operations
was 95.8% for the nine months ended September 30, 2003 compared to
101.8% for the nine months ended September 30, 2002 and 106.5% for
the year ended December 31, 2002. The combined ratio for the
workers' compensation operations for the nine months ended
September 30, 2003 was 96.8% compared to 103.6% for the nine
months ended September 30, 2002 and 108.7% for the year ended
December 31, 2002.

Book values per share at September 30, 2003 and December 31, 2002
were $19.21 and $16.89, respectively.

Commenting on the results, Stanley R. Zax, Chairman & President
said, "Continued growth in premiums, the favorable rate
environment, increased cash flows and our focused service strategy
has resulted in record underwriting results and net income.

"Recently enacted legislative reforms in California are beneficial
and should moderate the growth of medical costs."


* Meetings, Conferences and Seminars
------------------------------------
October 30, 2003
     NEW YORK INSTITUTE OF CREDIT
          Unsecured Creditor in a Crisis Situation
               Contact: info@nyic.org; 212-629-8686

October 30, 2003
     NEW YORK INSTITUTE OF CREDIT
          Joint Program with New Jersey ICLE
               Contact: info@nyic.org; 212-629-8686

November 4-5, 2003
     EUROFORUM INTERNATIONAL
          The Art and Science of Russian M&A
               Ararat Park Hyatt Hotel, Moscow
                    Contact: +44-20-7878-6897 or
                             liu@ef-international.co.uk

November 12-14, 2003
     AMERICAN BANKRUPTCY INSTITUTE
          Litigation Skills Symposium
               Emory University, Atlanta, GA
                    Contact: 1-703-739-0800 or
                             http://www.abiworld.org

November 18, 2003
     NEW YORK INSTITUTE OF CREDIT
          Joint Cocktail Partyu with TMA Chapters NY, LI, NJ
               Contact: info@nyic.org; 212-629-8686

November 18, 2003
     NEW YORK INSTITUTE OF CREDIT
          NICHE Players in Alternative Lending Markets
               Contact: info@nyic.org; 212-629-8686

November 19, 2003
     NEW YORK INSTITUTE OF CREDIT
          Joint Event with Nassau Bar Association
               Melville New York Hilton
                    Contact: info@nyic.org; 212-629-8686

December 1-2, 2003
     RENAISSANCE AMERICAN MANAGEMENT, INC.
          Distressed Investing
               The Plaza Hotel, New York City, NY
                    Contact: 800-726-2524 or
                             http://renaissanceamerican.com

December 3-7, 2003
     AMERICAN BANKRUPTCY INSTITUTE
          Winter Leadership Conference
               La Quinta, La Quinta, California
                    Contact: 1-703-739-0800 or
                             http://www.abiworld.org

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
     MERICAN 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.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.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.

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

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

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

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

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

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