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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

            Friday, November 7, 2003, Vol. 7, No. 221   

                          Headlines

ADEPT TECHNOLOGY: Robert H. Bucher Named New Chairman and CEO
AEGIS COMMS: Terminates Merger Agreement With AllServe Systems
AFTON FOOD: Will Move Listing to TSX Venture Exchange by Dec. 2
AGWAY: Bourdeaus' and Bushey Pitches Best Bid to Acquire Assets
ALLIED WASTE: Prices $350 Million Senior Debt Private Offering

ALLIED WASTE: Fitch Rates Proposed $250M Sr. Secured Notes at BB-
AMERICA WEST: Citigroup Global Discloses 5.2% Equity Stake
AMERICAN MARKETING: Wants Court to Convert Case to Chapter 7
ARCTIC EXPRESS INC: Voluntary Chapter 11 Case Summary
ATA AIRLINES: Reports 23.3% Increase in October 2003 Traffic

BUDGET GROUP: BRACII U.K. Administrator Deposes Sidley Austin
CALPINE CORP: Third-Quarter 2003 Results Show Marked Improvement
CENTRAL UTILITIES: Fails to Employ Bankruptcy Attorney
CITIGROUP: Fitch Assigns BB+ Rating to $2.928MM Class M-7 Notes
COMM SOUTH: UST Fails to Form Committee During First Meeting

CONCENTRA OPERATING: Q3 2003 Results Swing-Up to Positive Zone
CORRECTIONS CORP: Reports Strong Growth in Third-Quarter Results
COVAD COMMS: Must Raise New Financing to Continue Operations
CREDIT SUISSE: Fitch Affirms 4 Note Class Ratings at Low-B Level
CWMBS: Fitch Affirms Low-B Rating on Ser. 2001-4 Class B-3 Notes

CYPRESSTREE INVESTMENT: $57.5MM Subordinated Notes Get B- Rating
DELTA AIR LINES: October 2003 System Traffic Slide-Down 0.6%
DLJ MORTGAGE: Fitch Affirms Class B-3, B-4 Note Ratings at BB/B
FAIRPOINT COMMS: Sept. 30 Balance Sheet Upside-Down by $146 Mil.
FEDERAL-MOGUL: Judge Newsome Approves Waukesha Settlement Pact

FFP OPERATING: Looks to Spectrum Capital for Financial Advice
FIBERMARK INC: Will Publish Third-Quarter Results on Wednesday
FLEMING COS.: Has Until March 31 to Make Lease-Related Decisions
GMAC: 7 Classes of 2000-C3 Certs. Affirmed at Low B/Junk Levels
GS MORTGAGE: Class G & J Note Ratings Cut to Low-B & Junk Levels

HAYES LEMMERZ: HLI Trust Wins Approval of Avoidance Settlements
HELLER FINANCIAL: Fitch Affirms Five Low-B Note Class Ratings
HOLLYWOOD CASINO: Appoints Mel Thomas as New General Manager
INTEGRATED DEFENSE: Ratings Withdrawn After DRS Tech Acquisition
INTEGRATED HEALTH: Pharmerica Seeks $4.5MM Admin Claim Allowance

INT'L MULTIFOODS: Earnings Shortfall Prompts S&P to Cut Ratings
INTERNET SERVICES: UST Appoints Official Creditors' Committee
IVACO INC: Randy Benson Appointed Chief Restructuring Officer
LTV: Copperweld Extending Smith and Loveland Engagements
MARINER: Global Claims Objection Deadline Moved to December 5

MASSEY ENERGY: Prices 6.625% Senior Notes for Private Offering
MDC HOLDINGS: S&P Raises Low-B Corporate Credit & Senior Ratings
MIKOHN GAMING: Third-Quarter Net Loss Narrows to $4.2 Million
MILACRON INC: S&P Keeping Watch on Ratings Over Debt Maturities
MIRANT CORP: Takes Legal Action to Recover $7.8MM from CAISO

MORGAN STANLEY: Fitch Affirms Class H to N Notes at Low B Levels
MORGAN STANLEY: Fitch Affirms 4 Low-B Note Classes' Ratings
NATIONSLINK: Fitch Affirms 4 Low-B Certificate Class Ratings
NATURADE INC: Capital Deficits Raise Going Concern Uncertainty
NEW WORLD RESTAURANT: Completes Exchange Offer for 13% Sr. Notes

NICHOLAS-APPLEGATE: S&P Downgrades Class D Note Rating to BB-
NORFOLK SOUTHERN CORP: Completes Voluntary Separation Program
NORTEL NETWORKS: Adjusts Ownership in Israeli JV with Koor Ind.
NORTHWEST AIRLINES: Flies 5.67BB Revenue Passenger Miles in Oct.
NRG ENERGY: Court Approves Togut Segal as Chapter 11 Co-Counsel

OVERHILL FARMS: Enters into New Long-Term Financing Package
OWENS CORNING: Asks Court to Expunge Deloitte's $2.7-Mill. Claim
PACIFIC BAY CDO: Fitch Rates $17MM Preference Shares at BB-
PACIFICARE HEALTH: Third-Quarter Results Show Better Performance
PARAGON POLARIS: Dohan and Company Expresses Going Concern Doubt

PETROLEUM GEO-SERVICES: Emerges from Chapter 11 Proceedings
PG&E NATIONAL: Noteholder Committee Hires Houlihan as Advisor
PILLOWTEX CORP: Earns Nod to Tap $120 Mil. DIP Financing Facility
PMA CAPITAL: Fitch Downgrades Senior Debt Rating to B+ from BB+
PNC MORTGAGE: Classes B-6/B-8 of Series 1999-CM1 Rated at B+/B-

PREMCOR INC: Prices New Senior & Senior Subordinated Notes
RADIO UNICA: Seeks Go-Signal to Hire Skadden Arps as Attorneys
RESIDENTIAL ACCREDIT: Fitch Lowers & Affirms Note Class Ratings
ROHN INDUSTRIES: UST Appoints 7-Member Creditors' Committee
SAN REMO 7128: UST to Convene First Creditors Meeting on Nov. 21

SILGAN HOLDINGS: $200 Mil. Senior Subordinated Notes Rated at B+
SK GLOBAL AMERICA: Son Kil Seung Probed on Tax Evasion Charges
SPIDERBOY INT'L: Auditor Resigns & Expresses Going Concern Doubts
STARTECH: Audit and Compensation Committees Appointed
TECO ENERGY: S&P Affirms and Removes Ratings from CreditWatch

TELETECH HOLDINGS: Third-Quarter Results Enter Positive Zone
TRANZ RAIL: S&P Upgrades Corporate Credit Rating to B+ from CC
TRINITY INDUSTRIES: Reports Weaker Third-Quarter Performance
TRUMP ATLANTIC: S&P Affirms Junk Ratings and Revises Outlook
TRUMP CASINO: S&P Outlook Revised to Negative Over Weak Results

UICI: Third-Quarter 2003 Net Loss Hits $53-Million Mark
UNIROYAL TECH.: Court Converts Cases to Chapter 7 Liquidation
UNIROYAL TECH.: Commences Liquidation Proceeding Under Chapter 7
UNITED AIRLINES: October 2003 Traffic Results Show 2% Drop
UNITED AIRLINES: Wants to Extend Bain's Consulting Engagement

UNUMPROVIDENT: Reports Slight Decline in 3rd-Quarter Performance
USG CORP: Court Okays C. Loizides as Committee's Local Counsel
VENTAS INC: Selling 10 Facilities to Kindred for $85 Million
VERITEC INC: Callahan Johnston Bolts from Auditing Engagement
VINTAGE PETROLEUM: Provide 2004 Prelim. Capital Budget & Targets

VINTAGE PETROLEUM: Reports Third-Quarter 2003 Operations Update
VINTAGE PETROLEUM: Third-Quarter Results Show Weaker Performance
VISHAY INTERTECH.: Files Registration Statement for Notes' Resale
WARNACO: Third Point Attacks & Wants to Oust Stuart Buchalter
WCI STEEL: US Trustee Names 7-Member Creditors' Committee

WESTPOINT STEVENS: Plan-Filing Exclusivity Intact Until Jan. 31
WORLDCOM INC: Parker & Waichman Prepare to Sue Smith Barney
WORLDCOM: Court Approves Hewlett-Packard Settlement Agreement
WORLDCOM INC.: Underwriters Lose Bid to Nix Shareholder Class
WORLDGATE COMMS: Third-Quarter Results Swing-Up to Positive Zone

W.R. GRACE: Revises State Street's Proposed Engagement Terms

* BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles
               and Other Disasters

                          *********

ADEPT TECHNOLOGY: Robert H. Bucher Named New Chairman and CEO
-------------------------------------------------------------
Adept Technology, Inc. (OTCBB:ADTK.OB), a leading manufacturer of
flexible automation for the semiconductor, life sciences,
electronics and automotive industries, announced the appointment
of Robert H. Bucher as its new chairman and chief executive
officer, effective immediately.

He will succeed Brian Carlisle, who has been chairman and chief
executive officer since he co-founded Adept in 1983. Carlisle will
continue as a director of Adept and assume a new role as Adept's
president, reporting to Bucher. In his new position, Carlisle will
continue to play an active role in the management of the company,
with direct responsibility for engineering and operations.

Carlisle commented, "Mr. Bucher has over 23 years of executive
management experience, many within the process automation
industry, and has helped both small divisions and large companies
achieve profitable growth. His proven skills and management style
are an excellent match for Adept's continued evolution, and should
enhance the company's ability to capitalize on opportunities that
may arise in our improving economic climate."

Prior to joining Adept, Bucher held executive positions of various
capacities at Measurex Corporation, a global market leader and
innovator in process optimization that was acquired by Honeywell
International in 1998, including executive vice president of
worldwide operations where he defined, developed and successfully
launched advanced vertical market products, which targeted high
margin markets and resulted in increased sales, market share and
product margins. Bucher also served as vice president of corporate
marketing and president of Measurex's Devron subsidiary. One of
his accomplishments included the successful launch of the first
"open systems" based process optimization software, which
redefined the process optimization systems market and allowed
Measurex to dominate the industry for many years. Bucher was also
involved in successfully guiding Measurex and Honeywell
International through their merger in 1998. Additionally, from
1998 to 2001, Bucher held the position of president and chief
executive officer of Norsat International Inc., a Canadian company
that evolved under his leadership from a distributor of satellite
television electronics and services to a full digital media
infrastructure solution provider.

Bucher commented, "I am excited at the opportunity to work with
Adept. I believe this company has tremendous potential and I am
looking forward to successfully leading Adept in the global
marketplace. With Adept's current technology leadership, our focus
will be geared towards establishing leadership in key market
segments, through a commitment to customers and through the
development of a refined, more profitable business model. I expect
that our foundation of advanced products, skilled personnel and
services coupled with positive customer acceptance will lead to
increased value for our shareholders and opportunities for Adept
and our employees."

Adept Technology, Inc. -- whose June 30, 2003 balance sheet shows
a total shareholders' equity deficit of about $11 million --
designs, manufactures and markets intelligent production
automation solutions to its customers in many industries including
the food, electronics/communications, automotive, appliance,
semiconductor, original equipment manufacturer, or OEM, and life
sciences industries. Adept utilizes its comprehensive product
portfolio of high precision mechanical components, solid state
controllers and application development software (not generally
sold separately) to deliver automation solutions that meet its
customer's increasingly complex manufacturing requirements. Adept
was incorporated in California in 1983. More information is
available at http://www.adept.com


AEGIS COMMS: Terminates Merger Agreement With AllServe Systems
--------------------------------------------------------------
Aegis Communications Group, Inc. (OTC Bulletin Board: AGIS) has
terminated its pending agreement to be acquired by AllServe
Systems, PLC in accordance with the terms and conditions of the
merger agreement and has signed definitive documents to effect
today an investment in Aegis by Deutsche Bank AG - London and the
Essar Group, a $4 billion holding company based in Mumbai, India.  

Aegis' Board of Directors responded to an unsolicited acquisition
proposal from Deutsche Bank/Essar and determined, after
consultation with its financial advisor and taking into account
all legal, financial, regulatory and other aspects of the
proposal, that the Deutsche Bank/Essar transaction would result in
a more favorable outcome for the stockholders and debt holders of
Aegis than the transaction with AllServe.

Deutsche Bank and Essar are providing equal portions of a $28.231
million investment in Aegis in return for secured promissory notes
and warrants to purchase up to 80 percent of the common stock of
Aegis.

After a comprehensive process managed by SunTrust Robinson
Humphrey, Aegis' Board of Directors determined that the Deutsche
Bank/Essar Group offer was a superior proposal and that its
fiduciary duties required it to accept the Deutsche Bank/Essar
Group proposal rather than closing the pending transaction with
AllServe.  In contrast to the proposed AllServe deal, this
transaction will result in Aegis remaining a publicly traded
company with at least 20 percent of the equity initially remaining
in the hands of the current preferred and common shareholders.  It
is believed that the current unaffiliated common shareholders will
hold as much as approximately four percent of the equity of the
newly capitalized Aegis.

In accordance with the terms of its existing senior and
subordinated loans, as well as the terms of the agreements with
Deutsche Bank/Essar Group, Aegis will be required to repay or
otherwise retire its obligations to various lenders from the
proceeds of this transaction.  The costs of the transaction,
including the expenses of Deutsche Bank/Essar will also be paid
out of these proceeds to the extent possible, with any remaining
amounts covered by the company.  Initially and until Aegis's
Certificate of Incorporation is amended to increase the number of
authorized shares to cover all of the warrants acquired or to be
acquired by Deutsche Bank/Essar, Deutsche Bank and Essar will have
warrants representing about 35% of the common stock of Aegis on a
fully diluted basis.  This takes into account the conversion or
cancellation of shares held by current preferred shareholders.  
Holders of sufficient shares to accomplish the necessary amendment
of the Articles of Incorporation have already approved this
amendment by written consent.  The Company anticipates circulating
shortly an information statement to stockholders in accordance
with Regulation 14C of the Securities Exchange Act of 1934.

"I am extremely grateful to our directors who have spent
considerable time and effort over the past several weeks
conducting their fiduciary responsibilities and in the end have
provided a result that is best for all of our stakeholders
including our shareholders, creditors, clients and employees,"
commented Herman Schwarz, President and CEO of Aegis.  "The fact
that two extremely large and highly respected organizations like
Deutsche Bank and the Essar Group combined forces to make an
investment in Aegis should reflect the inherent value in our
company and our bright prospects for the future," continued Mr.
Schwarz.  "We are excited about the opportunities that we will
have to leverage the brand recognition of our new owners and in
utilizing their resources to open off-shore capacity and penetrate
new markets.  This is a day that we expect to reflect back on as
the starting point for generating significant market value in our
company."

"We are delighted to be partnering with Deutsche Bank in this
important investment and together we expect to be able to add
significant value to the operations of Aegis," said Madhu
Vuppuluri, spokesperson for the Essar Group. "This investment is
part of the Essar Group's strategy to expand its presence in the
global telecom and teleservices industry."

Aegis Communications Group, Inc. -- whose June 30, 2003 balance
sheet shows a total shareholders' equity deficit of about $54
million -- is a marketing services company that shows companies
how to make customer care and acquisition more profitable.  Aegis'
services are provided to a blue chip, multinational client
portfolio through a network of client service centers employing
approximately 4,300 people and utilizing over 5,100 production
workstations.  Further information regarding Aegis and its
services can be found on its Web site at
http://www.aegiscomgroup.com


AFTON FOOD: Will Move Listing to TSX Venture Exchange by Dec. 2
---------------------------------------------------------------
Afton Food Group Ltd. (TSX: AFF) announced that the Company plans
to become listed on the TSX Venture Exchange by December 2, 2003.

The TSX has advised Afton that even though significant strides
have been made to correct the financial condition to meet TSX
requirements, in their opinion, Afton has fallen short in meeting
the requirements of Sections 712(a) regarding market value of the
Company's listed securities falling below $3.0 million for 30
consecutive trading days and section 712(b) regarding market value
of the Company's publicly held securities falling below $2.0
million for 30 consecutive trading days. Therefore, the Board and
Management are of the opinion that it is in the best interests of
all the Shareholders to ensure that Afton's shares continue to
trade in an uninterrupted manner. Consequently, application is
being made to move to the TSX Venture Exchange in a seamless
fashion.

This move is being planned to ensure that Afton will continue to
have tradeable securities in the future while Management continues
to strengthen operations. The profit improvement contemplated
should have a positive effect on the market value of Afton's
shares and therefore the TSX Venture Exchange is a logical place
for the listing of Afton's shares.

As previously reported, Afton's management has been focused on
operations and the restructuring of it's current obligations. The
senior and subordinated debt refinancing took place on October 24
and the Company is now in the final stages of restructuring
$9,000,000 of current unsecured obligations, principally related
to its closed Call Centre and leases on closed stores.

Kevin Watson, the new CEO leading the implementation of Afton's
20-point plan, provided the following comment. "The challenges and
impediments to revenue growth faced by Afton's brands are similar
to most other operators in the Quick Service Restaurant Industry.
These external challenges have had a significant impact on Afton's
financial results over the past twenty-four months. The Company is
focused on addressing these issues. This 20 point plan is designed
to grow revenues from the Company's existing operations as well as
new strategic initiatives. The Company's medium term goal is to
restore revenue and EBITDA to historic levels. While a focus is
being maintained on the restructuring of operations, the Company
is now placing increased emphasis on revenue growth and brand
development, as well as restructuring its balance sheet. These
initiatives are occurring simultaneously."

Afton owns, operates, develops and franchises QSR Brands and is
one of Canada's leading franchisor consolidators in Canada's Quick
Service Restaurant Industry. Afton's principal brands include: 241
Pizza(R) and Robin's Donuts(R).

At June 30, 2003, the Company's current debts exceeded its current
assets by about CDN$10.8 million.

As previously reported, Afton is specifically focused on improving
its franchise operations while restructuring its balance sheet,
all as contemplated in its 20 point plan. Increased emphasis is
being placed on revenue growth, brand development, new store sales
and improvements in same store sales at the store level.

    Significant events during the second quarter:

    1)  The Company has agreements with its senior and the
        majority of its subordinated lenders, which reduces
        required principal repayments and extends the maturity of
        the financing. The final documents are being drafted and
        if they had been completed prior to this report the
        current liabilities would have been reduced by $25.9
        million to $8.2 million;

    2)  The Company has hired Mr. David Newcombe in the position
        of Senior Vice President. Mr. Newcombe has extensive
        experience in the Quick Service Restaurant Industry and is
        bringing new energy and focus to all aspects of operation
        and brand development;

    3)  Implementation of specific initiatives to reduce operating
        costs;

    4)  The Company has engaged experienced professional
        management to complete the restructuring of certain
        balance sheet obligations;

    5)  The Company has opened two new Robin's(R) locations and
        three 241 Pizza(R) express units and is negotiating two
        master franchise agreements.


AGWAY: Bourdeaus' and Bushey Pitches Best Bid to Acquire Assets
---------------------------------------------------------------
As previously reported, Agway Inc. had signed a purchase agreement
which provided for the sale of the assets of Feed Commodities
International, LLC, a component of the Agriculture segment of the
Company.  

The aggregate purchase price in the agreement was estimated at
$6.75  million which included $1.85 million plus the value of a
percentage of the accounts and notes  receivable and inventory at
closing which at the time of signing were estimated to have an
approximate purchase price value of $4.9 million.  

As required in the Company's Chapter 11  Proceedings, the auction
and hearing on the final approval of the sale of FCI's assets
occurred on October 30, 2003. Bourdeaus' and Bushey Inc., of East
Middlebury, Vermont, won the auction at an aggregate purchase
price estimated at $11.35 million which includes $5.55 million
plus the value of a percentage of the accounts and notes
receivables and inventory at closing which for purposes of the
auction were estimated at an approximate purchase price value of
$5.8 million.  

The bankruptcy court approved the higher bid and the terms and
conditions of the agreement which includes payment of a breakup
fee and expenses estimated to total approximately $0.2 million.  
Agway expects to close on the sale in mid-November 2003.

Agway, an agricultural co-op, has 69,000 members, primarily in the
Northeast. The co- op's Agricultural Group sells feeds, seeds,
fertilizers, and other farm supplies to members and other growers.
Agway's Country Products Group processes and markets fresh produce
(mostly under the Country Best label). It also invests in new
agricultural technology. Agway Energy Products sells fuel and HVAC
systems and markets electricity and gas in deregulated states.
Agway also offers leasing services.

Agway filed for Chapter 11 protection on October 1, 2002 in the
U.S. Bankruptcy Court for the Northern District of New York
(Utica) (Lead Bankr. Case No. 02-65872).


ALLIED WASTE: Prices $350 Million Senior Debt Private Offering
--------------------------------------------------------------
Allied Waste Industries, Inc. (NYSE: AW) announced that Allied
Waste North America, Inc., its direct, wholly-owned subsidiary,
has priced its offering of $350 million in Senior Notes due 2010
at 6-1/2% as a private placement under Rule 144A of the Securities
Act of 1933.  

These new notes have been rated BB-, Ba3 and BB- by Standard &
Poor's, Moody's and Fitch, respectively.  The $350 million
offering was increased from the Company's initial $250 million
proposal announced Tuesday.

Allied intends to use the proceeds from these senior notes to
retire a portion of AWNA's 10% Senior Subordinated Notes due 2009
through open market repurchases or otherwise.  The Company expects
to receive the proceeds from these new notes on or about
November 10, 2003.

"We are pleased to be able to continue to reduce our cost of
capital through the successful issuance of the 6-1/2% Senior
Notes," said Pete Hathaway, Executive Vice President and CFO of
Allied Waste.  "This transaction is another example of how we
continue to drive cost out of our capital structure consistent
with our long term de-leveraging strategy.  We are appreciative of
the continued support of Allied Waste in the marketplace."

The offer of these senior notes was made only by means of an
offering memorandum to qualified investors and has not been
registered under the Securities Act of 1933 and may not be offered
or sold in the United States absent registration under the
Securities Act or an exemption from the registration requirements
of the Securities Act.   

Allied Waste Industries, Inc. (S&P, BB Corporate Credit Rating,
Stable Outlook), is the second largest, non-hazardous solid waste
management company in the United States, providing non-hazardous
waste collection, transfer, disposal and recycling services to
approximately 10 million customers. As of June 30, 2003, the
Company operated 333 collection companies, 171 transfer stations,
171 active landfills and 64 recycling facilities in 39 states.


ALLIED WASTE: Fitch Rates Proposed $250M Sr. Secured Notes at BB-
-----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB-' to Allied Waste North
America's (NYSE: AW) proposed $250 million senior secured notes
due 2010. Net proceeds will be used towards reduction of its
outstanding 10% senior subordinated notes due 2009. The Rating
Outlook is Stable.

The notes will be guaranteed by Allied Waste Industries, Inc., and
substantially all of its subsidiaries. The notes will rank equally
with AW's senior secured notes, and will be subordinated to debt
under the company's senior secured bank facility.

While the operational environment remains difficult and any
improvement in the near term is expected to be gradual, AW has
improved its capital structure and maturity schedule during 2003
through issuance of common stock, mandatory convertible preferred
stock, asset divestitures, and free cash flow (expected to be in
excess of $300 million). Interest expense should be meaningfully
reduced over the near term due to refinancing activities and
continued debt reduction. Total debt is expected to be reduced by
more than $1 billion by year-end from December 31, 2002 levels.
Near-term maturities are very manageable, and include $225 million
in January 2004. With the ongoing asset divestiture program and
strong cash flow from operations, Fitch expects the company to
continue to de-lever.

AW's third quarter revenues rose slightly year-over-year. The
company achieved internal growth of 2% during the quarter, driven
by a volume increase. The pricing was still negative. The EBITDA
margin fell to 30.6% from 33.2% in the third quarter 2002. Over
the intermediate term, any improvement in economic conditions
could result in margin expansion toward previous levels. LTM
debt/EBITDA at September 30, 2003 was 5.0x, down from 5.2x at
December 31, 2002.


AMERICA WEST: Citigroup Global Discloses 5.2% Equity Stake
----------------------------------------------------------
Citigroup Global Markets Holdings Inc. and Citigroup Inc.,
beneficially own 1,885,208 shares of the Class B common stock of
America West Airlines, representing 5.2% of the outstanding Class
B common stock of the Airline.  The two entities share voting and
dispositive powers over the shares held.

Founded in 1983 and proudly celebrating its 20-year anniversary in
2003, America West Airlines (S&P, B Long-Term Corporate Credit
Rating, Stable Outlook) is the nation's second largest low-fare
airline and the only carrier formed since deregulation to achieve
major airline status. America West's 13,000 employees serve nearly
55,000 customers a day in 92 destinations in the U.S., Canada and
Mexico.


AMERICAN MARKETING: Wants Court to Convert Case to Chapter 7
------------------------------------------------------------
American Marketing Industries, Inc., wants to convert its chapter
11 case to a liquidation proceeding under Chapter 7 of the
Bankruptcy Code.  The Debtor reminds the U.S. Bankruptcy Court for
the Western District of Missouri that it sold its assets including
inventory and real property in a Sec. 363 transaction.

Conversion is in the best interest of all creditors and the
bankruptcy estate because the debtor has no other assets from
which to operate or issues remaining for disposition in the
bankruptcy proceedings. Accordingly, remaining in Chapter 11 would
cause the estate to incur additional costs and expenses due to the
additional administrative responsibilities required in Chapter 11
such as preparation of monthly operating reports. Conversion to
Chapter 7 would provide a more efficient and orderly method of
addressing whatever claims may remain and would thus benefit all
parties and the Court.

Headquartered in Independence, Missouri, American Marketing
Industries, Inc., is a specialized apparel company. The Company
filed for chapter 11 protection on September 17, 2003 (Bankr. W.D.
Mo. Case No. 03-62333).  Laurence M. Frazen, Esq., and Michelle M.
Masoner, Esq., at Bryan Cave LLP represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed estimated assets of over $10 million and
estimated debts of more than $100 million.


ARCTIC EXPRESS INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Arctic Express Inc.
        4277 Lyman Drive
        PO Box 129
        Hilliard, Ohio 43206

Bankruptcy Case No.: 03-66797

Type of Business: The Debtor is one of America's largest
                  refrigerated transportation services.

Chapter 11 Petition Date: October 31, 2003

Court: Southern District of Ohio (Columbus)

Judge: Donald E. Calhoun Jr.

Debtor's Counsel: Daniel D. Doyle, Esq.
                  Spencer Fane Britt & Browne LLP
                  1 North Brentwood
                  Tenth Floor
                  St Louis, MO 63105
                  Tel: 314-863-7733

                        -and-

                  Guy R. Humphrey, Esq.
                  Chester, Willcox & Saxbe LLP
                  65 E State Street
                  Suite 1000
                  Columbus, OH 43215-3413
                  Tel: (614) 334-6138

                        -and-

                  Lisa A. Epps, Esq.
                  Spencer Fane Britt & Browne LLP
                  1000 Walnut Street
                  Suite 1400
                  Kansas City, OH 64106
                  Tel: 816-474-8100


ATA AIRLINES: Reports 23.3% Increase in October 2003 Traffic
------------------------------------------------------------
ATA Airlines, Inc., the principal subsidiary of ATA Holdings Corp.
(Nasdaq: ATAH), reported that October scheduled service traffic,
measured in revenue passenger miles (RPMs), increased 23.3 percent
on 22.1 percent more capacity, measured in available seat miles
(ASMs), compared to 2002.  

ATA's October scheduled service passenger load factor increased
0.6 points to 66.5 percent and passenger enplanements grew by 19.3
percent compared to 2002. ATA enplaned 883,201 scheduled service
passengers in October and 8,757,225 for the ten months ending
October 2003.

ATA Holdings Corp. common stock trades on the NASDAQ Stock Market
under the symbol "ATAH".  As of October 31, 2003, ATA has a fleet
of 31 Boeing 737-800's, 15 Boeing 757-200's, 12 Boeing 757-300's,
and 6 Lockheed L1011's. Chicago Express Airlines, Inc., the wholly
owned commuter airline based at Chicago-Midway Airport, operates
17 SAAB-340B's.

ATA -- whose corporate credit is rated by Standard & Poor's at
'B-' -- is the nation's 10th largest passenger carrier, based on
revenue passenger miles and operates significant scheduled
services from Chicago-Midway, Indianapolis, St. Petersburg, Fla.
and San Francisco to over 40 business and vacation destinations.
Stock of the Company's parent company, ATA Holdings Corp.
(formerly known as Amtran, Inc.), is traded on the Nasdaq stock
market under the symbol "ATAH." For more information about the
Company, visit the Web site at http://www.ata.com


BUDGET GROUP: BRACII U.K. Administrator Deposes Sidley Austin
-------------------------------------------------------------
Simon Freakley and Gurpal Singh Johal, as Administrators of  
BRACII's insolvency proceedings in the High Court of Justice,  
Chancery Division, in London, England, deposed by oral
examination Sidley Austin Brown & Wood LLP officers, directors,
and managing agents beginning September 26, 2003 at the offices
of Richards, Layton & Finger, P.A. at One Rodney Square in
Wilmington, Delaware, in connection with the Administrators'
efforts to resolve the issues on the allocation of sale proceeds
between the U.S. Budget Group Debtors and BRACII.  
  
Sidley Austin was asked to produce:

   (A) 1965 Trademark License Agreement:

        (1) Documents referring or relating to the 1965 Trademark
            License Agreement between BRACC and BRACII, including
            but not limited to documents referring or relating to
            the termination of that agreement, or to the
            acquisition or assignment of that agreement by or to
            Cendant;

        (2) Documents referring or relating to the acquisition by
            Cendant of intellectual property, license or other
            legal rights in the trademarks, brand names, brands
            or franchises used by BRACC or BRACII in their
            businesses, including but not limited to the brands
            "Budget" and "Budget Rent-A-Car" or any combination
            of those terms, whatever the language, in any place
            in the world;

        (3) Documents referring or relating to BRACII's
            compliance, non-compliance or default under the 1965
            Trademark License Agreement; and

        (4) Documents, including correspondence, e-mails, drafts
            and handwritten notes referring or relating to the
            ownership of or rights to use the names "Budget",
            "Budget Rent-A-Car" or other brands and trademarks
            used by BRACC or BRACII, anywhere in the world;

   (B) 2002 Trademark License Agreement:

        (1) Documents, including correspondence, e-mails, drafts
            and handwritten notes relating to the negotiation of
            the 2002 Trademark License Agreement;

        (2) Documents relating to the operation of the 2002    
            Trademark License Agreement;

        (3) All drafts of the 2002 Trademark License Agreement;

        (4) All drafts of any sublicense permitted pursuant to
            the 2002 Trademark License Agreement;

        (5) All documents concerning any sublicense permitted
            pursuant to the 2002 Trademark License Agreement;

        (6) All documents concerning any agreement or amendment,
            or proposed agreement or amendment, between BRACC and
            any sublicensee, as required, defined and described
            in the 2002 Trademark License Agreement;

        (7) Board minutes, resolutions or written consents
            concerning BRACC's corporate authority to enter into
            the 2002 Trademark License Agreement, including any
            drafts; and

        (8) All documents concerning or constituting
            communications with BRACII, or BRACC, relating to the
            2002 Trademark License Agreement;

   (C) Cendant Acquisition:

        (1) Documents relating to, reflecting or evidencing
            negotiations with Cendant concerning termination of
            the 1965 Trademark License Agreement; and

        (2) Documents relating to, reflecting or evidencing any
            negotiations concerning any potential sale of any or
            all of the assets of BRACC, BRACII, or any other
            Budget Group, Inc. subsidiary or affiliate to Cendant
            or any other entity;

   (D) All drafts of the Asset and Stock Purchase Agreement:

        (1) Documents, referring or relating to the ASPA,
            including but not limited to documents reflecting the
            negotiation and drafting of the ASPA;

        (2) Documents concerning the "Retained Business" that was
            excluded from the Cendant acquisition;

        (3) Board minutes, resolutions or written consents
            concerning BRACC's corporate authority to enter into
            the Cendant acquisition, and drafts;

        (4) Board minutes, resolutions, written consents, or
            other documents, concerning BRACII's corporate
            authority to enter into the Cendant acquisition;

        (5) Documents referring or relating to negotiations or
            discussions regarding what business would comprise
            the "Retained Business" to be excluded from the
            Cendant acquisition;

        (6) Documents referring or relating to the matter of
            whether the 2002 Trademark License Agreement allowed
            BRACC to continue to license to BRACII the Budget
            trademark for use in the EMEA;

        (7) Documents referring or relating to the terms,
            financial and non-financial, of any sublicense by
            BRACC to BRACII of the Budget trademark, under the
            2002 Trademark License Agreement or otherwise;

        (8) Documents regarding the subject of BRACII's
            continuing right, if any, to use the Budget trademark
            after the Cendant acquisition; and

        (9) Operations documents concerning any services
            performed by BRACC or any of its non-BRACII
            affiliates for the benefit of BRACII or its
            subsidiaries after the closing of the Cendant sale;

   (E) EMEA Sale:

        (1) All drafts of the EMEA APA;

        (2) Documents referring or relating to the EMEA APA,
            including but not limited to the negotiation of the
            EMEA;

        (3) Documents concerning the termination of the
            sublicense to BRACII of the 2002 License Agreement;

   (F) Intercompany Claims:

        (1) Documents including correspondence, e-mails, drafts
            and handwritten notes concerning all intercompany
            transactions, including the advancement of money,
            between BRACC and BRACII since January 1, 2000;

        (2) Documents concerning the treatment on BRACC's books
            and records of any intercompany receivables due from
            BRACII since January 1, 2000;

        (3) Documents concerning the treatment on BRACII's books
            and records of any intercompany obligations due to
            BRACC since January 1, 2000; and

        (4) Documents concerning BRACC's $87,000,000 claim
            against BRACII, including all documents relating to:

            (a) the source of the claim, that is, contract, loan,
                etc.;

            (b) all drafts of the source of the claim;

            (c) all documents regarding the identity the parties
                who made the agreement;

            (d) all documents regarding the substance of the    
                agreement;

            (e) all documents regarding when the agreement was
                made;

            (f) all documents regarding the nature of the benefit
                received by BRACII in relation thereto;

            (g) the amount of Sidley Austin's claim attributable
                to each source identified;

            (h) all documents regarding why BRACC "loaned" the
                funds to BRACII;

            (i) all documents regarding when BRACII was required
                to repay BRACC; and

            (j) all documents regarding whether BRACC expected to
                be paid interest and the source of any obligation
                to pay interest;

   (G) General Financial Information:

        (1) Valuations, including drafts, of BGI, including but
            not limited to:

            (a) quarterly and annual financial statements of BGI
                from January 1, 2000 to the present;

            (b) annual reports prepared for BGI from January 1,
                2000 to the present;

            (c) all opinions, letters, reports, studies,
                analyses, or documents, which refer or relate to
                BGI, the value of BGI or any of its assets,
                subsidiaries, divisions or securities; and

            (d) any investigation, study and analysis requested,
                conducted, reviewed or received by Sidley with
                regard to any aspect of the value, ownership,
                control, management or capital structure of any
                of BGI, BRACC or BRACII;

        (2) Valuations, including drafts, concerning BRACC, its
            assets or any of its parts, including:

            (a) quarterly and annual financial statements of
                BRACC from January 1, 2000 to the present;

            (b) annual reports prepared for BRACC from January 1,
                2000 to the present;

            (c) all opinions, letters, reports, studies,
                analyses, or documents, which refer or relate to
                BRACC, the value of BRACC or any of its assets or
                securities; and

            (d) any investigation, study and analysis requested,
                conducted, reviewed or received by Sidley with
                regard to any aspect of the value, ownership,
                control, management or capital structure of
                BRACC;

        (3) Valuations, including drafts, concerning BRACII, its
            assets or any of its parts, including:

            (a) all opinions, letters, reports, studies,
                analyses, or documents, which refer or relate to
                BRACII, the value of BRACII or any of its parts,
                assets or securities; and

            (b) any investigation, study and analysis requested,
                conducted, reviewed or received by Sidley Austin
                with regard to any aspect of BRACII's value,
                ownership, control, management or capital
                structure;

        (4) Valuations, including drafts, concerning the Retained
            Business as defined in the ASPA, its assets or any of
            its parts, including:

            (a) all opinions, letters, reports, studies,
                analyses, or documents, which refer or relate to
                the Retained Business, the value of the Retained
                Business or any of its parts, assets or
                securities; and

            (b) any investigation, study and analysis requested,
                conducted, reviewed or received by Sidley Austin
                with regard to any aspect of the Retained
                Business' value, ownership, control, management
                or capital structure;

        (5) Documents concerning BRACII's financial contribution
            and proportional value to BGI and its affiliates;

        (6) Documents concerning BRACC's financial contribution
            or proportional value to BGI and its affiliates;

        (7) Valuations, including drafts, of the trade name and
            trademark "Budget" and similar names and marks,
            including, but not limited to its valuations in:

            (a) the worldwide market;

            (b) the United States, Canada and Puerto Rico;

            (c) the EMEA; and

            (d) any other country or geographic market;

        (8) Any and all documents identifying any capital
            expenditures BRACC made during the period January 1,
            2000 to present;

        (9) Any and all financial information relating to BRACC
            at any time from January 1, 2000 through the present,
            including, but not limited to statements of profit
            and loss, cash flow, balance sheets, and all other
            financial information relating to the financial
            condition or operations of BRACC or BRACII in each
            and every territory in which any of those companies
            or their subsidiaries operate, whether created by
            BRACC or delivered to BRACC from any other source;

       (10) Documents sufficient to identify each franchise
            relationship maintained by BRACC at any time from
            January 1, 2000 through the present, including,
            without limitation, each and every franchise
            agreement between BRACC, any BRACC subsidiary other
            than BRACII and any franchiser;

       (11) All documents showing reports of revenue or earnings
            generated by any BRACC franchisee or subsidiary,
            other than BRACII; and

       (12) All documents relating in any way to the value of any
            BRACC franchise or subsidiary, other than BRACII; and

   (H) General Information:

        (1) All documents relating in any way to the service by
            Jack Frazee as President and Chief Operating Officer
            of BRACII including, without limitations, any reports
            made by Mr. Frazee to any officer or director of
            BRACC relating to or regarding BRACII or its
            business; and

        (2) All minutes of meetings of the boards of directors
            and any committee of BRACC and BRACII from January 1,
            2000 to the present, including any drafts. (Budget
            Group Bankruptcy News, Issue No. 28; Bankruptcy
            Creditors' Service, Inc., 609/392-0900)    


CALPINE CORP: Third-Quarter 2003 Results Show Marked Improvement
----------------------------------------------------------------
San Jose, Calif.-based Calpine Corporation (NYSE: CPN), one of
North America's leading power companies, announced financial and
operating results for the three and nine months ended
September 30, 2003.

For the quarter ended September 30, 2003, the company reported
earnings per share of $0.51, or $237.8 million of net income,
compared with earnings per share of $0.34, or $151.1 million of
net income, for the third quarter of 2002. Results for the third
quarter of 2003 include a $0.23 per share gain recorded on the
purchases of outstanding debt and preferred securities, offset by
a loss of $0.01 per share for other charges.

For the nine months ended September 30, 2003, the company reported
earnings per share of $0.41, or $162.4 million of net income,
compared with earnings per share of $0.40, or $143.8 million of
net income, for the nine months ended September 30, 2002. Results
for the first nine months of 2003 include a $0.25 per share gain
recorded on the purchases of outstanding debt and preferred
securities, offset by a loss of $0.11 for other charges, including
a $0.03 per share non-cash charge for equipment and development
cost write-downs, a $0.04 per share non-cash charge for foreign
exchange translation losses, a $0.03 per share charge for
discontinued operations to reflect the sale of the company's
specialty engineering unit, and a $0.01 per share loss for non-
routine equipment repair costs.

Peter Cartwright, Calpine chairman, CEO and president, stated,
"The quarter was highlighted by the very successful advancement of
our refinancing and liquidity-enhancing programs -- both of which,
I'm pleased to report, exceeded our expectations.  Following these
liquidity and refinancing transactions, we expect to end the year
with liquidity of approximately $2 billion.  More important, we've
accomplished this while continuing to execute our proven business
plan, maintaining our financial strength and enhancing the long-
term value of Calpine.

"On the liquidity front, Calpine has completed approximately $2.1
billion of liquidity-enhancing transactions in 2003, and we expect
to complete approximately $300 million of additional transactions
by year-end.  We also completed several successful financing
transactions, totaling $4.6 billion, which allowed Calpine to
extend debt maturities and selectively repurchase certain debt
securities at a discount.  Our efficient fleet of energy centers
increased production by 11%; however, operating earnings for the
quarter were lower than expected due to low spark spreads brought
about by excess capacity in some markets, generally mild weather,
high gas prices and a weak economy.

"Although we anticipated stronger spark spreads during the
quarter, we remained profitable due to the strength of our
contractual portfolio.  Looking forward, the power industry
remains a strong, long-term investment, with tremendous
opportunity for growth.  Today, we generate over 22,000 megawatts
of electricity, and when our construction program is complete, we
will produce nearly 30,000 megawatts.  As energy prices and
industrial demand normalize, Calpine will have an unparalleled
opportunity to leverage our fleet of highly efficient, integrated
systems of power plants."

                    2003 Third Quarter Results

The company's growing portfolio of operating power generation
facilities contributed to an 11% and 17% increase in electric
generation production for the three and nine months ended
September 30, 2003, respectively, compared to the same periods in
2002.  Electric generation and marketing revenue increased 3% and
23% for the three and nine months ended September 30, 2003,
respectively, as electricity and steam revenue increased by $496.9
million or 53% and $1,361.8 million or 60%, respectively, as a
result of the higher production and higher electricity prices.  
This was partially offset by a decline in sales of purchased power
for hedging and optimization.  Overall, the company achieved
approximately $2.7 billion of revenue for the third quarter of
2003, compared to approximately $2.5 billion for the third quarter
of 2002.  Operating results for the three and nine months ended
September 30, 2003, reflect a decrease in average spark spreads
per megawatt-hour compared with the same periods in 2002.  While
the company experienced an increase in realized electricity prices
in 2003, this was more than offset by higher fuel expense.  At the
same time, higher realized oil and gas pricing resulted in an
increase in oil and gas production margins compared to the prior
periods.  During the quarter, the company recorded other revenue
of $69.4 million in connection with its settlement with Enron,
primarily related to the termination of commodity contracts
following the Enron bankruptcy.  This partially offsets the
amounts being amortized to fuel expense related to the terminated
Enron hedges.

Plant operating expense, interest expense and depreciation were
higher due to the additional plants in operation.  Gross profit
for the three and nine months ended September 30, 2003, increased
approximately 2% and decreased approximately 8%, respectively,
compared to the same periods in 2002.  For the three and nine
months ended September 30, 2003, overall financial results
significantly benefited from $192.2 million and $199.0 million,
respectively, of net pre-tax gains recorded in connection with the
repurchase of various issuances of debt and preferred securities
at a discount.

Also, effective July 1, 2003, the company adopted SFAS No. 150,
"Accounting for Certain Financial Instruments with Characteristics
of Both Liabilities and Equity" ("SFAS No. 150"), which required
the company to prospectively classify as debt $244 million of
certain preferred equity interests, some of which were previously
classified as minority interests. However, we continue to classify
$310 million of Calpine Power Income Fund preferred equity
interests as minority interests, rather than debt, in anticipation
that the Financial Accounting Standards Board will defer the
applicability of SFAS No. 150 to limited life partnerships prior
to our Form 10-Q filing for the quarter ended September 30, 2003.

                    2003 Liquidity Program Update

Calpine is nearing the successful completion of its $2.3 billion
liquidity program for 2003.  To date, the company has closed
approximately $2.1 billion of liquidity-enhancing transactions.  
Over the past several months, Calpine has:
    
     -- Completed its offering of approximately $301.7 million of
        Gilroy Energy Center, LLC (GEC) 4% Senior Secured Notes
        Due 2011.  In connection with this offering, Calpine has
        also received funding on a third party preferred equity
        investment in GEC Holdings, LLC, totaling $74 million. GEC
        is a wholly owned, stand-alone subsidiary of the Calpine
        subsidiary GEC Holdings, LLC;

     -- Completed a $230 million, non-recourse project financing
        for its 600-megawatt Riverside Energy Center, currently
        under construction in Beloit, Wisc.  The project will
        deliver 450 megawatts of electricity to Wisconsin Power
        and Light and provide 75 megawatts of capacity to Madison
        Gas & Electric under two, nine-year agreements;

     -- Closed the initial public offering of Calpine Natural Gas
        Trust).  CNG Trust acquired select Canadian natural gas
        and crude oil properties from Calpine, generating net
        proceeds of approximately $153 million;

     -- Sold a 70% interest in its 150-megawatt Auburndale, Fla.
        power plant for $86 million.  Calpine will hold the
        remaining 30% interest and continue to operate and
        maintain the plant; and

     -- Received approximately Cdn$19.2 million from the exercise
        of Warranted Units issued as part of the Calpine Power
        Income Fund secondary offering.  To date, Calpine has
        received approximately Cdn$61.7 million (approximately
        US$46.3 million) from the exercise of the Warranted Units.  
        The balance of approximately Cdn$15.0 million
        (approximately US$11.3 million), is expected to be
        received by year-end.
     
The last significant transaction included in the 2003 liquidity
program is the non-recourse project financing to fund the
construction of the 600-megawatt Rocky Mountain Energy Center in
Colorado.  This financing is expected to close by December 31,
2003.

On September 30, 2003, liquidity for the company totaled
approximately $1.8 billion.  This included cash and cash
equivalents on hand of approximately $1.0 billion, the current
portion of restricted cash of $0.4 billion and approximately $0.4
billion of borrowing capacity under the company's various credit
facilities.
     
                    Financing Program

In what has been a challenging year in the U.S. capital markets,
Calpine has completed $4.6 billion of capital market transactions.  
Proceeds from these financings have been used to refinance and
repurchase existing debt.

Most recently, Calpine has:
     
     -- Closed the $750 million financing at its wholly owned
        subsidiary, Calpine Construction Finance Company, L.P.;
        and

     -- Issued $50 million of secured notes through CCFC I, which
        was an add-on to the $750 million CCFC I offering.
     
Net proceeds from these offerings were used to refinance a portion
of CCFC I's existing debt.  The remaining balance was repaid from
proceeds from the $3.3 billion term loan and second-priority
senior secured notes offering.

As of November 1, 2003, the company has repurchased approximately
$1.4 billion in principal amount of its outstanding debt and
preferred securities in exchange for approximately $1.0 billion in
cash and 30.0 million shares of common stock valued at
approximately $160.6 million.  As a result of these transactions,
the company has realized a net pre-tax gain on the repurchase of
securities of $202.4 million, while reducing indebtedness by $393
million.
     
                         Operations Update

Calpine has built and manages the largest, cleanest and most
efficient fleet of natural gas-fired and geothermal power plants
in the industry, representing more than 22,000 megawatts of
electricity.  To help fuel its assets and hedge its long-term
natural gas costs, Calpine also owns nearly 900 billion cubic feet
equivalent of natural gas reserves.  During the quarter, Calpine:
     
     -- Operated at a 60% baseload capacity factor, producing 25.9
        million megawatt-hours, an 11% increase compared to third
        quarter production levels in 2002;

     -- Achieved an average baseload heat rate of approximately
        7,160 British thermal units per kilowatt-hour for the
        quarter, significantly below the industry average;

     -- Increased the total average availability factor of its
        North American generating facilities to 98.3%, compared to
        95.2% a year ago;

     -- Advanced construction of 13 projects in ten states,
        representing an additional 7,600 megawatts of new
        capacity; and

     -- Produced approximately 257 million cubic feet equivalent
        per day of natural gas -- representing about 15% of
        Calpine's total fuel consumption requirements.
     
                    New Market Opportunities

Calpine is uniquely positioned to offer wholesale and industrial
customers access to its integrated systems of highly efficient
power plants, natural gas assets and energy products and services.

Calpine continues to execute its strategy of selling the majority
of its power under long-term contracts.  In 2003 alone, Calpine
has executed power sales contracts for nearly 5,400 megawatts of
generation.  These contracts have an average on-peak spark spread
of approximately $18 per megawatt hour and have an average life of
approximately two years.

During the quarter, the company announced a number of new power
contracts with major load-serving customers in key power markets,
including:

     -- A two-year agreement to supply electricity to Reliant
        Energy Electric Solutions, LLC, Houston, Texas.  Calpine
        will supply 150 megawatts beginning January 1, 2004,
        increasing to 250 megawatts on January 1, 2005;

     -- A term sheet for a ten-year power sales agreement with San
        Diego Gas & Electric for the full output of Calpine's 570-
        megawatt Otay Mesa Energy Center currently under
        construction near San Diego; and

     -- A partnership between Calpine and Mitsui & Co. that was
        selected by Comision Federal de Electricidad (CFE) to
        build, own and operate a 525-megawatt baseload, natural
        gas-fired, combined-cycle energy center for CFE in the
        Yucatan Peninsula.  The proposed facility will deliver
        electricity to CFE under a 25-year power sales agreement.  
        Calpine will supply two combustion gas turbines to the
        project, which will give the company a 45-percent interest
        in the facility.  Mitsui will own the remaining interest.
     
Calpine Corporation is a leading North American power company
dedicated to providing electric power to wholesale and industrial
customers from clean, efficient, natural gas-fired and geothermal
power facilities.  The company generates power at plants it owns
or leases in 22 states in the United States, three provinces in
Canada and in the United Kingdom.  Calpine is also the world's
largest producer of renewable geothermal energy, and it owns
approximately 900 billion cubic feet equivalent of proved natural
gas reserves in Canada and the United States.  The company was
founded in 1984 and is publicly traded on the New York Stock
Exchange under the symbol CPN.  For more information about
Calpine, visit http://www.calpine.com

                           *   *   *   

As reported in the Troubled Company Reporter's October 23, 2003
edition, Moody's Investors Service changed its senior implied
rating on Calpine to B2 from Ba3, with a stable outlook. The
ratings on the company's senior unsecured debt, senior unsecured
convertible debt and convertible preferred securities were also
lowered. Calpine, for its part, reaffirmed that Moody's downgrade
has no impact on the company's credit agreements, and the company
continues to conduct its business with its usual creditworthy
counterparties.


CENTRAL UTILITIES: Fails to Employ Bankruptcy Attorney
------------------------------------------------------
The United States Trustee for the Region 6 moves to dismiss
Central Utilities Production Corp.'s chapter 11 case because the
Debtor failed to employ a counsel to represent it in this
proceeding.

The U.S. Trustee relates that the filing of a voluntary petition
signed by attorney William Tranthom commenced this case.  However,
up to this point, no application has been filed for the employment
of an attorney to represent the estate.

It appears that Mr. Tranthom is not disinterested and is
ineligible to be employed as the attorney for this estate under 11
U.S.C. Sec. 327(a).  Mr. Tranthom previously indicated to the U.S.
Trustee that substitute counsel would be obtained, however this
has not been accomplished.

"Under 11 U.S.C. sec. 1112(b), cause exists to dismiss this
bankruptcy case because this corporate debtor lacks counsel," the
U.S. Trustee points out.

Headquartered in Carrollton, Texas, Central Utilities Production
Corp., an oil and gas exploration and production, filed for
chapter 11 protection on August 29, 2003 (Bankr. E.D. Tex. Case
No. 03-44067).  When the Company filed for protection from its
creditors, it listed $74,000,000 in total assets and $3,000,000 in
total debts.


CITIGROUP: Fitch Assigns BB+ Rating to $2.928MM Class M-7 Notes
---------------------------------------------------------------
Citigroup Mortgage Loan Trust, asset backed pass-through
certificates, series 2003-HE2 $117.830 million class A-1 asset-
backed certificate is rated 'AAA' by Fitch Ratings.

The $8.782 million class M-1 asset-backed certificate is rated
'AA', the $6.953 million classes M-2 and M-3 asset-backed
certificates are rated 'A+', the $2.561 million class M-4 asset-
backed certificate is rated 'A-', the $1.464 million class M-5
asset-backed certificate is rated 'BBB+', the $2.195 million class
M-6 asset-backed certificate is rated 'BBB', and the $2.928
million class M-7 asset-backed certificate is rated 'BB+'.

The 'AAA' rating on the senior certificates reflects the 19.50%
total credit enhancement provided by the 6% class M-1, the 3.25%
class M-2, the 1.50% class M-3, the 1.75% class M-4, the 1.00%
class M-5, the 1.50% class M-6, the 2.00% class M-7, and the 2.50%
initial overcollateralization. All certificates have the benefit
of monthly excess cash flow to absorb losses. In addition, the
ratings reflect the quality of the loans, the integrity of the
transaction's legal structure as well as the capabilities of
Litton Loan Servicing LP, as servicer and Deutsche Bank National
Trust Company, as Trustee.

The certificates are supported by mortgage loans originated by
Encore Credit Corp. The mortgage pool consists of conventional,
one- to four-family, adjustable-rate and fixed-rate first lien
mortgage loans with a cut-off date pool balance of $146,372,724.
Approximately 64.12% of the mortgage loans are adjustable-rate
mortgage loans with a weighted average loan rate of 7.408%.
Approximately 35.88% of the mortgage loans are fixed-rate mortgage
loans with a weighted average loan rate of 6.813%. The weighted
average remaining term to maturity is 353 months. The average
principal balance of the loans is approximately $189,748. The
weighted average original loan-to-value ratio is 79.48%. The
properties are primarily located in California (60.89%), Illinois
(11.47%) and Florida (9.30%).

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.


COMM SOUTH: UST Fails to Form Committee During First Meeting
------------------------------------------------------------
The U.S. Trustee for Region 6 tells the U.S. Bankruptcy Court for
the Northern District of Texas that it conducted the first meeting
of Comm South Companies, Inc.'s creditors on October 28, 2003
pursuant to Section 341(a).  One of the goals of that meeting was
to organize an unsecured creditors' committee in the Debtors'
case.

However, at the meeting, the U.S. Trustee was unable to form the
committee because of:

     - lack of attendance at the meeting;

     - lack of interest in serving on a committee among those
       creditors attending the meeting.

The U.S. Trustee tells the Court that it will attempt to form a
committee at some point in the future.

Headquartered in Dallas, Texas, Comm South Companies, Inc., is a
telecommunications company providing local and long distance
telephone service for both residential and commercial users.  The
Company filed for chapter 11 protection on September 19, 2003
(Bankr. N.D. Tex. Case No. 03-39496).  Terrance Ponsford, Esq., at
Sheppard Mullin Richter and Hampton, LLP represent the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed estimated assets of over $1 million
and debts of more than $50 million.


CONCENTRA OPERATING: Q3 2003 Results Swing-Up to Positive Zone
--------------------------------------------------------------
Concentra Operating Corporation announced results for the third
quarter ended September 30, 2003. The Company reported
consolidated Adjusted Earnings Before Interest Taxes Depreciation
and Amortization of $42,352,000 for the quarter, an increase of
34% from $31,495,000 during the same period in the prior year.
Concentra computes Adjusted EBITDA in the manner prescribed by its
bond indentures. A reconciliation of Adjusted EBITDA to net income
is provided within this press release.

Revenue for the third quarter increased 6% to $268,853,000 as
compared to $254,798,000 for the third quarter of 2002. Operating
income rose 57% to $31,127,000 from $19,769,000 in the year-
earlier period. Net income for the quarter totaled $14,071,000 as
compared to a net loss of $7,178,000 in the comparable quarter
last year.

Year-to-date revenue grew 4% to $781,281,000 from $748,958,000 in
the same period for 2002. Operating income rose 35% to $82,880,000
from $61,310,000 for the first nine months of 2002. Net income for
the first nine months of 2003 increased to $34,155,000 as compared
to a net loss of $3,545,000 for the comparable period last year.
Year-to-date Adjusted EBITDA increased 22% to $117,239,000 from
$95,766,000 in the same period last year. The prior year's results
included first quarter adjustments related primarily to a change
in the Company's estimate of accounts receivable reserves and to a
lesser extent an adjustment for certain employee benefits, which
when combined decreased revenue by $5,389,000 and net income and
Adjusted EBITDA by $3,239,000.

"We're benefiting from both the strong growth of our Network
Services segment and the positive year-over-year effects of the
sizable cost reduction initiatives we put into effect during the
latter part of last year," said Daniel Thomas, Concentra's Chief
Executive Officer. "Since the third quarter of 2002, we've
achieved significant revenue and earnings growth in the network
services we provide to both our group health and workers'
compensation clients. This growth has come from new clients and
from our increased effectiveness in driving savings to our
existing clients. These trends and accomplishments have enabled us
to grow our third quarter revenue in this business segment by more
than 18% and the gross profit contribution by more than 47%. The
growth of this business segment was complemented by a reduction in
our company-wide employment from approximately 10,450 during the
third quarter of last year to a level of approximately 10,000
during the third quarter of this year.

"I'm also pleased with the relative strength of our Health
Services division. Despite the fact that our overall growth rates
continued to be dampened by the slow recovery in nationwide
employment trends, we nevertheless expanded our year-over-year
third quarter gross profit contribution by $2.7 million, or 11%. I
think the results of all three of our business segments
demonstrate that our earnings growth objectives for 2003 are being
realized," said Thomas.

The Company also reported that as of September 30, 2003, it had no
borrowings outstanding on its $100,000,000 revolving credit
facility, had cash and investment balances of $12,244,000, and
that its days sales outstanding ("DSO") was 64 days. For the year
to date, Concentra reported $50,572,000 in cash provided by
operating activities, almost doubling the $26,368,000 in cash
provided by operating activities during the first nine months of
2002. The Company had cash flows provided by operating activities
of $80,170,000 for the twelve months ending September 30, 2003.
The Company also stated that it incurred a charge of $7,837,000
during the third quarter related to the write-off of deferred
financing fees associated with the August refinancing of its
senior secured credit facility.

Concentra Operating Corporation, the successor to and a wholly
owned subsidiary of Concentra Inc., is the comprehensive outsource
solution for containing healthcare and disability costs. Serving
the occupational, auto and group healthcare markets, Concentra
provides employers, insurers and payors with a series of
integrated services which include employment-related injury and
occupational health care, in-network and out-of-network medical
claims review and re-pricing, access to specialized preferred
provider organizations, first notice of loss services, case
management and other cost containment services.

Concentra (S&P, B+ Corporate Credit Rating, Negative),
headquartered in Addison, Texas, the successor to and a wholly
owned subsidiary of Concentra Inc., provides services designed to
contain healthcare and disability costs and serves the
occupational, auto and group healthcare markets.


CORRECTIONS CORP: Reports Strong Growth in Third-Quarter Results
----------------------------------------------------------------
Corrections Corporation of America (NYSE:CXW), the nation's
leading provider of private corrections, reported its operating
results for the three and nine month periods ended September 30,
2003.

                     FINANCIAL HIGHLIGHTS

         Three Months Ended September 30, 2003 vs. 2002

For the third quarter of 2003, the Company generated net income
available to common stockholders of $18.2 million, or $0.47 per
diluted share, compared with net income available to common
stockholders of $11.0 million, or $0.36 per diluted share, for the
third quarter of 2002. Results for the third quarter of 2003
included a charge of approximately $2.6 million, or $0.07 per
diluted share, associated with the Company's debt refinancing
transactions completed during August 2003, as further described
below. Results for the third quarter of 2002 included a charge of
approximately $0.6 million, or $0.02 per diluted share for a
change in fair value of derivative instruments.

Excluding the above-mentioned special items, the Company generated
net income available to common stockholders of $20.8 million(1),
or $0.54 per diluted share, for the third quarter of 2003,
compared with net income available to common stockholders of $11.6
million, or $0.38 per diluted share, in the same period in the
prior year, representing an increase of $0.16 per diluted share,
or 42%.

Operating income for the third quarter of 2003 increased to $40.8
million compared with $34.7 million for the third quarter of 2002,
an increase of 17.6%. EBITDA adjusted for special items ("Adjusted
EBITDA")(1) for the third quarter of 2003 increased to $54.1
million compared with $48.0 million from the third quarter of
2002, representing an increase of 12.8%. The increases in Adjusted
EBITDA and operating income were primarily the result of higher
occupancy levels and operating margins, including contributions
resulting from the opening of the McRae Correctional Facility in
December 2002 and the acquisition of the Crowley County
Correctional Facility in January 2003.

Adjusted free cash flow for the third quarter of 2003 amounted to
$27.3 million, unchanged from the third quarter 2002. The increase
in cash generated from higher occupancy levels and operating
margins was partially offset by an increase in cash used for
investments in technology and facility improvements compared with
the same period in the prior year.  

        Nine Months Ended September 30, 2003 vs. 2002

For the nine months ended September 30, 2003, the Company
generated net income available to common stockholders of $47.8
million, or $1.36 per diluted share, compared with a net loss
available to common stockholders of $66.8 million, or $2.31 per
diluted share, for the nine months ended September 30, 2002.
Results for the nine months ended September 30, 2003, included the
following special items:

-- A charge of approximately $6.7 million, or $0.19 per diluted
   share, associated with the Company's debt refinancing and
   recapitalization transactions completed during 2003;

-- A non-cash gain of $2.9 million, or $0.08 per diluted share,
   associated with the extinguishment of a promissory note issued
   during the second quarter of 2003 in connection with the final
   payment of the state court portion of the Company's 2001
   stockholder litigation settlement. The gain was reflected as a
   change in fair value of derivative instruments because the
   determination of the note's value was based on changes in the
   trading price of the Company's common stock; and

-- A charge of approximately $4.5 million, or $0.12 per diluted
   share, for additional distributions paid to holders of series B
   preferred stock that tendered their shares in connection with
   the Company's tender offer during the second quarter of 2003.
   The additional distributions represented a tender premium over
   and above the regular dividend accruing on approximately 3.7
   million shares that were tendered on May 13, 2003.

Results for the nine months ended September 30, 2002, included the
following special items:

-- A charge of approximately $36.7 million associated with the
   Company's debt refinancing and recapitalization transactions
   completed during the second quarter of 2002;

-- A tax benefit of approximately $32.2 million resulting from the
   enactment in March 2002 of the "Job Creation and Worker
   Assistance Act," enabling the Company to carry back net
   operating losses from 2001 to offset taxable income generated
   in 1997 and 1996;

-- A favorable change in the fair value of derivative instruments
   of $2.8 million in accordance with Statement of Financial
   Accounting Standards No. 133; and

-- A non-cash charge of $80.3 million for the cumulative effect of
   accounting change for goodwill in accordance with Statement of
   Financial Accounting Standards No. 142.

Excluding these special items, during the first nine months of
2003, the Company generated net income available to common
stockholders of $56.0 million, or $1.59 per diluted share,
compared with $15.1 million, or $0.52 per diluted share, for the
same period in the prior year.

Operating income for the first nine months of 2003 increased to
$124.0 million compared with $96.8 million for the first nine
months of 2002. Excluding the special items, Adjusted EBITDA for
the nine months ended September 30, 2003 increased to $163.3
million compared with $135.0 million for the same period in the
prior year. Adjusted free cash flow also increased for the nine-
month period ended September 30, 2003, to $83.9 million, compared
with $62.2 million for the prior year period.

      Third Quarter 2003 Debt Refinancing Transactions

In August 2003, the Company completed the sale and issuance of
$200.0 million aggregate principal amount of senior notes in a
private placement to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933. The new senior notes,
which are scheduled to mature May 1, 2011, were issued at a price
of 101.125% of the principal amount of the notes, and pay interest
at a rate of 7.5% per annum. Proceeds from the note offering,
along with cash on hand, were used to pay-down approximately
$240.3 million of the term loan portion of the senior bank credit
facility. In connection with the pay-down, the Company also
amended the senior bank credit facility to provide a $125.0
million revolving credit facility (increased from $75.0 million)
that expires March 31, 2006, and a $275.0 million term loan
expiring March 31, 2008. The interest rates applicable to the term
portion of the facility were reduced to LIBOR + 2.75% from LIBOR +
3.50%. In addition, covenants under the amended facility provide
greater operating flexibility.

Also during August 2003, the Company legally defeased the
remaining $3.1 million outstanding 12% senior notes. Under the
terms of the indenture governing such notes, the notes were deemed
to have been repaid in full.

                      IRS Audit Resolution

As previously disclosed in the Company's periodic public filings
with the SEC during 2001, the Internal Revenue Service completed
an audit of the Company's 2000 federal income tax return and
proposed a significant adjustment that would have required the
Company to pay approximately $56.0 million in cash plus penalties
and interest. The Company protested the finding with the Appeals
Office of the IRS and did not establish a reserve for this matter,
because the Company believed the proposed adjustment was without
merit. During October 2003, the Appeals Office of the IRS notified
the Company that it had withdrawn the proposed adjustment and
accordingly closed the audit with no material impact to the
Company.

                      OPERATIONS HIGHLIGHTS

Total revenue for the three months ended September 30, 2003,
increased 10.0% to $263.4 million from $239.4 million in the prior
year. Total compensated man-days increased to 5.1 million from 4.7
million, while average compensated occupancy for the quarter
increased to 93.7% from 90.2% in the prior year third quarter.
Revenue per compensated man-day for the third quarter of 2003
increased to $50.82 compared with $49.60 in the prior year third
quarter.

Operating margins increased to $12.70 per compensated man-day in
the third quarter of 2003 from $11.69 per compensated man-day in
the prior year third quarter, while operating margins improved to
25.0% compared with 23.6%. The higher margins were driven by
increasing occupancy levels, increases in per-diem rates at a
number of facilities and strong expense control. Total operating
expenses per man-day increased $0.21 over the prior year
comparable quarter while variable expenses actually declined $0.38
per man-day from the prior year due primarily to reductions
achieved in the areas of food and medical expense.

                  BUSINESS DEVELOPMENT HIGHLIGHTS

On September 10, 2003, the Company announced its intention to
expand the Crowley County Correctional Facility located in Olney
Springs, Colorado by 624 beds, increasing the total design
capacity to 1,824 beds. The anticipated cost of the expansion is
approximately $22 million and is estimated to be completed during
the third quarter of 2004. The expansion is being undertaken in
anticipation of increasing demand from Colorado and Wyoming.

In addition, the Company previously announced its intention to
complete the construction of the Stewart County Detention Center
located in Stewart County, Georgia. The anticipated cost to
complete the facility is approximately $19 million with completion
also estimated to occur during the third quarter of 2004. The
Company's decision to complete the project is based on anticipated
demand from several government customers having a need for inmate
bed capacity in the Southeast region of the country.

On October 2, 2003, the Company announced a new contract with the
United States Immigration and Customs Enforcement agency for up to
905 detainees at its Houston Processing Center located in Houston,
Texas. The Company also announced its intention to expand the
facility by 494 beds, increasing its design capacity to 905 beds.
The anticipated cost of expansion is approximately $29 million and
is estimated to be completed during the first quarter of 2005. The
expansion is being undertaken as a result of the ICE contract,
which contains a guarantee that ICE will utilize 679 beds when the
expansion is completed.

On October 30, 2003, the Company announced a new contract with the
Department of Corrections in the State of Indiana to manage up to
1,000 medium security male inmates. The eight-year contract will
replace an existing contract between the Company and Indiana,
retroactive to January 1, 2003. The Company currently manages an
Indiana population of approximately 650 inmates in its Otter Creek
Correctional Center in Wheelwright, Kentucky. The new contract
provisions are comparable to the Company's existing contract with
Indiana. The contract does not guarantee any inmates in addition
to the number of inmates the Company currently manages, nor does
it guarantee that the Company will continue to manage the existing
level of inmates.

Commenting on the Company's results, President and CEO John
Ferguson stated, "The results for the third quarter clearly
reflect the outcomes of our business development and cost control
initiatives of the past two years. Earnings are up substantially
while occupancies and operating margins continue to improve. Our
efforts with respect to the balance sheet are also bearing results
as we now have the ability to invest in new opportunities such as
the recently announced Crowley, Stewart and Houston opportunities.
Looking ahead, although there are always challenges to face, we
strongly believe that the long-term fundamentals for our industry
remain positive."

                     FUTURE FINANCIAL GUIDANCE

The Company expects operating income for the fourth quarter 2003
to be in the range of $39.0 to $42.0 million, with estimates for
the full year of 2003 in the range of $163.0 to $166.0 million.

                 SUPPLEMENTAL FINANCIAL INFORMATION

The Company has made available on its Web site supplemental
financial information and other data for the third quarter of
2003. The Company does not undertake any obligation, and disclaims
any duty, to update any of the information disclosed in this
report. You may access this information through the Company's
website at http://www.correctionscorp.com/investor  

Corrections Corporation of America (S&P, B+ Corporate Credit
Rating, Positive) is the nation's largest owner and operator of
privatized correctional and detention facilities and one of the
largest prison operators in the United States, behind only the
federal government and four states. The Company currently operates
59 facilities, including 38 company-owned facilities, with a total
design capacity of approximately 59,000 beds in 20 states and the
District of Columbia. The Company specializes in owning, operating
and managing prisons and other correctional facilities and
providing inmate residential and prisoner transportation services
for governmental agencies. In addition to providing the
fundamental residential services relating to inmates, the
Company's facilities offer a variety of rehabilitation and
educational programs, including basic education, religious
services, life skills and employment training and substance abuse
treatment. These services are intended to reduce recidivism and to
prepare inmates for their successful re-entry into society upon
their release. The Company also provides health care (including
medical, dental and psychiatric services), food services and work
and recreational programs.


COVAD COMMS: Must Raise New Financing to Continue Operations
------------------------------------------------------------
Since inception, Covad Communications Group, Inc. has generated
significant net and operating losses and continues to experience
negative operating cash flow. As of September 30, 2003, the
Company had an accumulated deficit of $1.6 billion, and expects
operating losses and negative cash flow to continue at least into
2004.  Shareholder equity on the company's $350 million balance
sheet has narrowed to $4 million.  Although the Company claims to
currently have a plan in place that it believes will ultimately
allow it to achieve positive cash flows from its operating
activities without raising additional capital, its cash reserves
are limited and  its plan is based on assumptions, which the
Company believes are reasonable, but some of which are out of
Company control. If actual events differ from the Company's
assumptions, Covad may need to raise additional capital on terms
that are less favorable than it desires, which may have a material
adverse effect on its financial condition and could cause
significant dilution to its stockholders.

The Company recorded net revenues of $100,507,000 for the three
months ended September 30, 2003, an increase of $4,301,000, or
4.5%, over net revenues of $96,206,000 for the three months ended
September 30, 2002. It recorded net revenues of $283,812,000 for
the nine months ended September 30, 2003, a decrease of
$11,793,000, or 4.0% over net revenues of $295,605,000 for the
nine months ended September 30, 2002. Included in net revenues are
Federal Universal Service Fund charges billed to customers
aggregating $1,422,000 and $3,681,000 for the three and nine
months ended September 30, 2003, respectively, and $1,252,000 and
$7,147,000 for the three and nine months ended September 30, 2002,
respectively. The increase in FUSF of $170 and the decrease of
$3,466,000 for the three and nine months ended September 30 2003,
respectively, is primarily driven by the change in the
applicability of FUSF to some of its wholesale customers.

The increase in net revenues for the three months ended
September 30, 2003 is primarily attributable to an increase of
approximately 38,000 end-users, the impact of which is partially
offset by an increase of $2,690,000 in customer incentives and
rebates, which Covad recorded as reductions of revenues. The
decrease in net revenues for the nine months ended September 30,
2003 is primarily attributable to an increase of $11,813,000 in
customer incentives and rebates, and a decrease of $3,466,000 in
FUSF charges billed to customers, the impact of which is partially
offset by an increase of approximately 116,000 end-users. In
addition, during the three and nine months ended September 30,
2003, the Company changed its estimates of certain accrued
liabilities for cooperative advertising and customer incentives
based on historical and spending data regarding the amount of
cooperative advertising that will not be utilized and sales
incentives that will not be claimed by customers. These changes in
accounting estimate increased revenues by $927,000 and $1,662,000
for the three and nine months ended September 30, 2003,
respectively. Furthermore, as a result of the developments in the
bankruptcy proceedings of certain of its wholesalers Covad
recognized revenues of $3,307,000 during the three months ended
March 31, 2002 for services provided prior to January 1, 2002.
Similar revenues from bankrupt customers were $793,000 and
$827,000, respectively, during the three and nine months ended
September 30, 2003.

Total operating expenses, which include network and product costs,
sales, marketing, general and administrative expenses, provision
for bad debts or bad debt recoveries, depreciation and
amortization expenses, and litigation-related expenses were
$124,383,000 and $368,212,000, respectively, for the three and
nine months ended September 30, 2003, a decrease of $23,687,000,
or 15.9%, and $75,155,000, or 16.9%, over operating expenses of
$148,070,000 and $443,367,000, respectively, for the three and
nine months ended September 30, 2002. Operating expenses for the
three months ended September 30, 2003 and 2002 were comprised of
$48,868,000 and $43,422,000, respectively, from Covad's CSP
business segment, $29,742,000 and $30,524,000, respectively, from
its CBS business segment and $45,773,000 and $74,124,000,
respectively, from its corporate operations. For the nine months
ended September 30, 2003 and 2002, operating expenses were
comprised of $138,274,000 and $141,849,000, respectively, from
Covad's CSP business segment, $81,218,000 and $82,592,000,
respectively, from its CBS business segment and $148,720,000 and
$218,926,000, respectively, from its corporate operations.

In the past Covad has described its expectation of attaining cash
flow sufficiency from its operating activities in mid-2004.
Subsequent to its announcement of these expectations the FCC
announced the results of its Triennial Review and on August 21,
2003, issued its order. The order may impact Covad's cash flow
from operations and the manner in which the Company progresses
towards cash flow sufficiency. In particular, Covad's ability to
continue to sell stand-alone consumer-grade services to new
customers will likely depend on its ability to negotiate with the
telephone companies fair and reasonable prices for line-shared
services that are substantially lower than the cost of a separate
line. If it cannot reach reasonable terms with the telephone
companies, the Company may be unable to sell stand-alone consumer-
grade services to new customers. In that event, Covad would be
required to, and the Company believes it can, adjust its business
plan so that it can still reach cash flow sufficiency in mid-2004.
However, in this event, its growth could be impaired because of
reduced access to the consumer market.

Nonetheless, adverse business, legal, regulatory or legislative
developments, such as the inability to continue line-sharing, may
require the Company to raise additional financing, raise its
prices or substantially decrease its cost structure. Covad also
recognizes that it may not be able to raise additional capital,
especially under the current capital market conditions. If unable
to acquire additional capital on favorable terms when needed, or
are required to raise it on terms that are less satisfactory than
the Company desires, its financial condition will be adversely
affected.


CREDIT SUISSE: Fitch Affirms 4 Note Class Ratings at Low-B Level
----------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corp.'s commercial
mortgage pass-through certificates, series 2001-CK1 $83.1 million
class A-1, $149.0 million class A-2, $498.4 million class A-3, and
the interest-only classes A-X, A-CP, and A-Y are affirmed at 'AAA'
by Fitch Ratings.

In addition, Fitch affirms the $42.9 million class B at 'AA', the
$45.4 million class C at 'A', the $12.6 million class D at 'A-',
the $12.6 million class E at 'BBB+', the $20.2 million class F at
'BBB', the $17.7 million class G at 'BBB-', the $17.5 million
class H at 'BB+', the $27.4 million class J at 'BB', the $7.5
million class K at 'BB-', and the $7.5 million class L at 'B+'.

Fitch does not rate classes M, N, and O.

The ratings affirmations reflect the transaction's stable
performance and the limited number of specially serviced loans. As
of the October distribution date the transaction paid down 2.3% to
$974 million from $997 million at issuance. There are two loans
(1.74%) currently in special servicing with losses anticipated on
one loan (.21%). The portfolio remains geographically concentrated
with 33% of the outstanding balance in the state of California.

Key Commercial Mortgage, the master servicer, collected year-end
2002 financials for 98% of the pool balance. According to the
information provided, the YE 2002 weighted average debt service
coverage ratio increased to 1.48 times from 1.41x at issuance.

Fitch reviewed its credit assessments of the Stonewood Center Mall
loan (8% of the pool) and the 747 Third Avenue loan (4%).

The Stonewood Center Mall loan is secured by a leasehold interest
in a 930,000 square foot (sf) regional mall located in Downey, CA.
The stressed DSCR for the YE 2002 was 1.65x compared to 1.34x at
issuance. The center is anchored by JC Penney (200,382 sf),
Robinsons May (146,250 sf), Sears (143,427 sf) and Mervyn's
(80,688 sf).

The 747 Third Avenue loan is secured by a leasehold interest in a
405,000 sf office property located in midtown Manhattan. The
stressed DSCR for the YE 2002 was 1.73x compared to 1.58x at
issuance.

The Fitch stressed DSCR for each loan is calculated using servicer
provided net operating income less reserves divided by a Fitch
stressed debt service. Based on their stable to improved
performance, all loans maintain investment grade credit
assessments.

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


CWMBS: Fitch Affirms Low-B Rating on Ser. 2001-4 Class B-3 Notes
----------------------------------------------------------------
Fitch Ratings has taken rating actions on the following CWMBS
(Countrywide Home Loans), Inc. residential mortgage-backed
certificates:

CWMBS (Countrywide Home Loans), Inc., mortgage pass-through
certificates, series 2001-4, ALT 2001-3

        -- Class A affirmed at 'AAA';

        -- Class M upgraded to 'AAA' from 'AA';

        -- Class B-1 upgraded to 'AA+' from 'A';

        -- Class B-2 upgraded to 'A+' from 'BBB';

        -- Class B-3 affirmed at 'B' and removed from
           Rating Watch Negative.

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


CYPRESSTREE INVESTMENT: $57.5MM Subordinated Notes Get B- Rating
----------------------------------------------------------------
Fitch Ratings affirms the class B-1, B-2, and subordinated notes
issued by CypressTree Investment Partners I, Ltd. The following
rating actions are effective immediately:

     --$100,000,000 class B-1 notes 'AA';

     --$115,625,000 class B-2 notes 'AA';

     --$57,500,000 subordinated notes 'B-'.

CypressTree is a collateralized debt obligation managed by
CypressTree Investment Management Company Inc., Fidelity
Management Trust Company, and Grantham, Mayo, Van Otterloo & Co.
LLC. The CDO was established in August 1997 and is primarily
comprised of high yield senior secured loans, high yield senior
unsecured bonds, and emerging market sovereign bonds. Fitch has
reviewed the portfolio performance of CypressTree and discussed
the current state and future strategy of the portfolio with the
asset managers.

As of the September 30, 2003 trustee report, the senior OC test is
at 135.4% with a limit of 119.0% and the total OC test is at
109.5% with a limit of 109.0%. The fixed rate assets in the
portfolio have a WAC of 8.4% and the floating rate assets have a
WAS of 3.1%. The WAL of the portfolio is 3.8 years and the
portfolio has 25.8% of the total assets rated 'CCC+' or below.
Subsequently, the remaining class A obligations of the trust were
paid in full on October 15, 2003. The class A notes were rated
'AAA'. In addition, the class B notes are amortizing as they are
the most senior in the remaining capital structure.

Fitch conducted cash flow modeling utilizing various default and
interest rate scenarios to measure the sensitivity of the
obligations of CypressTree to simulated stress scenarios. As a
result of this analysis, a review of the structure, and a
discussion of the CDO's performance by a credit committee, Fitch
has determined that the ratings assigned to the notes reflect the
current risk to noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


DELTA AIR LINES: October 2003 System Traffic Slide-Down 0.6%
------------------------------------------------------------
Delta Air Lines (NYSE: DAL) reported traffic results for the month
of October 2003. System traffic for October 2003 decreased 0.6
percent from October 2002 on a capacity decrease of 3.4 percent.
Delta's system load factor was 72.9 percent in October 2003, up
2.0 points from the same period last year.

Domestic traffic in October 2003 increased 1.9 percent year over
year while capacity remained flat. Domestic load factor in October
2003 was 71.9 percent, up 1.3 points from the same period one year
ago. International traffic in October 2003 decreased 8.8 percent
year over year on a 14.7 percent decrease in capacity.
International load factor was 77.0 percent, up 5.0 points from
October 2002.

During October 2003, Delta operated its schedule at a 99.6 percent
completion rate, compared to 99.3 percent in October 2002. Delta
boarded 9,117,397 passengers during the month of October 2003, a
decrease of 1.7 percent from October 2002.

Delta Air Lines, the world's second largest airline in terms of
passengers carried and the leading U.S. carrier across the
Atlantic, offers 6,130 flights each day to 453 destinations in 82
countries on Delta, Song, Delta Shuttle, Delta Connection and
Delta's worldwide partners. Delta is a founding member of SkyTeam,
a global airline alliance that provides customers with extensive
worldwide destinations, flights and services. For more
information, go to http://www.delta.com


DLJ MORTGAGE: Fitch Affirms Class B-3, B-4 Note Ratings at BB/B
---------------------------------------------------------------
Fitch Ratings upgrades DLJ Mortgage Acceptances Corp.'s commercial
mortgage pass through certificates, series 1996-CF1, as follows:

     -- $33.0 million class A-3 to 'AAA' from 'AA';
     -- $30.5 million class B-1 to 'AAA' from 'A-';
     -- $9.4 million class B-2 to 'AA' from 'BBB'.

The following classes are affirmed:

     -- $9.5 million class A-1B at 'AAA';
     -- $28.2 million class A-2 at 'AAA';
     -- Interest-only class S at 'AAA';
     -- $30.6 million class B-3 at 'BB';
     -- $22.3 million class B-4 at 'B'.

Fitch does not rate the $19.9 million class C. Class A-1A has paid
in full.

The rating upgrades are a result of increased subordination levels
resulting from a 61% paydown of the pool's certificate balance, to
$183.5 million from $470.1 million at issuance.

The master servicer, GMAC Commercial Mortgage Corp., collected
year-end 2002 operating statements for 88% of the pool by
collateral balance. The YE 2002 debt service coverage ratio for
these loans is 1.41 times compared to 1.46x at YE 2001 and 1.34x
at issuance.

The second largest loan, Hyatt Orlando (10.1%) located in
Kissimmee, FL, transferred to the special servicer in December
2001 as a result of the borrower declaring bankruptcy. The hotel
closed its operations in September 2003 and is being marketed for
sale.

Fitch applied various hypothetical stress scenarios taking into
7consideration the above concerns. Even under these stress
scenarios, the resulting subordination levels were sufficient to
upgrade the designated classes. Fitch will continue to monitor
this transaction, as surveillance is ongoing.


FAIRPOINT COMMS: Sept. 30 Balance Sheet Upside-Down by $146 Mil.
----------------------------------------------------------------
FairPoint Communications, Inc. announced its financial results for
the nine-months and the third-quarter ended Sept. 30, 2003.

Highlights of FairPoint's nine-months financial results compared
with the same period one year ago include:

    * Consolidated revenues increased 0.7 percent to $171.7
      million.

    * RLEC revenues increased 1.7 percent to $167.4 million.

    * Adjusted consolidated 2003 earnings before interest, taxes,
      depreciation and amortization increased 0.6 percent to
      $101.0 million.

    * Adjusted RLEC EBITDA increased 1.3 percent to $100.8
      million.

    * Access line equivalents (voice access lines plus DSL served
      over those access lines) increased 1.8 percent to 248,589
      (excluding the South Dakota properties) compared to Dec. 31,
      2002.

At September 30, 2003, Fairpoint Communications' balance sheet
shows a working capital deficit of about $7 million, and a total
shareholders' equity deficit of about $146 million.

      Results for the nine-month period ended Sept. 30, 2003

FairPoint reported nine-months consolidated revenues from
continuing operations of $171.7 million, a 0.7 percent increase
compared to $170.5 million for the nine-months ended Sept. 30,
2002.  The rural local exchange carrier companies reported
revenues of $167.4 million, an increase of 1.7 percent compared to
$164.6 million last year.  This increase resulted from increases
in local service, interstate access, long distance, and data and
Internet services revenues.  FairPoint's wholesale long distance
subsidiary, FairPoint Carrier Services, Inc., reported revenues of
$4.2 million, a 28.8 percent decrease compared to $5.9 million a
year ago.

Adjusted consolidated EBITDA (excluding non-cash items and
discontinued operations, but including the discontinued operations
from FairPoint's South Dakota properties divested on Sept. 30,
2003) was $101.0 million in the nine-month period in 2003, a 0.6
percent increase from $100.4 million for the same period in 2002.  
Adjusted RLEC EBITDA from continuing operations (excluding
non-cash items, but including the discontinued operations from
FairPoint's South Dakota properties) was $100.8 million, a 1.3
percent increase from $99.6 million for the same period in 2002.

FairPoint reported consolidated net income of $5.1 million for the
nine-month period compared to $17.5 million for the same period in
2002.  Year-to-date consolidated net income includes income from
discontinued operations of the South Dakota properties of $1.9
million and a gain from the disposal of the South Dakota
properties of $7.8 million.  For the same period in 2002,
FairPoint reported income from discontinued operations of the CLEC
business and the South Dakota properties of $21.8 million.  Also,
effective July 1, 2003, FairPoint adopted SFAS 150, "Accounting
for Certain Financial Instruments with Characteristics of both
Liabilities and Equity" which requires that FairPoint report the
dividends and accretion associated with its Series A Preferred
Shares as interest expense.  This non-cash interest expense was
$4.4 million and no such expense was recorded in 2002.

Access line equivalents (voice access lines plus DSL served over
those access lines) were 248,589 on Sept. 30, 2003, an increase of
0.6 percent from 247,118 on June 30 and 1.8 percent from 244,257
at Dec. 31, 2002.  Voice access lines were 236,318 and DSL was
12,271 at Sept. 30, 2003 (excluding the South Dakota properties).

       Results for the three-months ended Sept. 30, 2003

FairPoint reported third-quarter consolidated revenues from
continuing operations of $58.6 million, a 1.4 percent increase
compared to $57.8 million for the three-months ended Sept. 30,
2002.  The RLEC companies reported revenues of $57.2 million, an
increase of 1.4 percent compared to $56.4 million from a year ago.  
Carrier Services reported revenues of $1.4 million, unchanged from
the third-quarter of 2002.

Adjusted consolidated EBITDA (excluding non-cash items and
discontinued operations, but including the discontinued operations
from FairPoint's South Dakota properties divested on Sept. 30,
2003) was $33.9 million, a 1.7 percent decrease from $34.5 million
for the same period in 2002.  Adjusted RLEC EBITDA from continuing
operations (excluding non-cash items, but including the
discontinued operations from FairPoint's South Dakota properties)
was $34.0 million, a 0.9 percent decrease from $34.3 million in
the third-quarter of 2002.  This decrease was primarily attributed
to an increase in cash operating expenses.

FairPoint reported consolidated net income of $4.3 million
compared to consolidated net income of $0.9 million for the same
period in 2002.  For the three months ended Sept. 30, 2003,
FairPoint reported income from discontinued operations of the
South Dakota properties of $0.7 million and a gain on the disposal
of the South Dakota properties of $7.8 million.  FairPoint also
reported a non-cash interest expense of $4.4 million upon its
adoption of SFAS 150 as previously discussed.  In 2002, the three-
month consolidated net loss included income from discontinued
operations of $2.4 million from the CLEC business and the South
Dakota properties.

FairPoint Communications, Inc. is one of the leading providers of
telecommunications services to rural communities across the
country. Incorporated in 1991, FairPoint's mission is to acquire
and operate telecommunications companies that set the standard of
excellence for the delivery of service to rural communities.  
Today, FairPoint owns and operates 25 rural local exchange
companies located in 17 states.  FairPoint serves customers with
248,589 access line equivalents (voice access lines plus DSL
served over those access lines) and offers an array of services
including local voice, long distance, data and Internet.


FEDERAL-MOGUL: Judge Newsome Approves Waukesha Settlement Pact
--------------------------------------------------------------
U.S. Bankruptcy Court Judge Newsome approves a settlement of
mutual claims between the Federal-Mogul Debtors and Waukesha
Engine, a business unit of Dresser, Inc.

By letter dated December 11, 2002, Waukesha asserted a right of
set-off or recoupment against the Debtors for the damages
Waukesha incurred from the defective pistons sold by Federal-
Mogul Bridgwater Limited.  According to Waukesha, the amount of
its set-off claim was $1,874,717.  Waukesha proposed to offset
that claim against the Debtors' $1,014,102 claim against it for
the supply of pistons and other products.  Waukesha explained
that its claim and the Debtors' claim against it are mutual
obligations.

The Debtors contested Waukesha's set-off or recoupment right by
letter dated January 10, 2003.  The Debtors argued that the
Claims are not mutual.  The Claims do not arise out of the same
transaction.

The Debtors believe that there is a risk that Waukesha may be
successful in establishing a right of set-off or recoupment.  
Even if Waukesha is not successful, the Debtors are aware that
the complex product liability and warranty litigation would
deplete estate assets.  It would be a waste of estate funds to
litigate these issues when an agreement could be reached.

The Debtors want to maintain goodwill with their customers.  The
Debtors believe that a settlement will result in the continued
maintenance of Waukesha as a customer.  Waukesha supplies the
Debtors with substantial flow of income and revenue though its
purchase of products.

To avoid the costs, burdens and uncertainty of litigation, and
after lengthy discussions and negotiations between the parties
concerning the appropriate set-off amount, the Debtors and
Waukesha agree that:

   -- the Debtors will issue a credit memo for $450,000;

   -- the Debtors will apply the Credit against $1,449,840 of the
      outstanding invoices dated before March 1, 2003 payable by
      Waukesha to the Debtors as to which Waukesha has withheld
      payment because of the Claim.  This leaves a $999,840
      remaining balance payable by Waukesha to the Debtors;

   -- Waukesha will pay the Remaining Balance to the Debtors
      after receiving the Credit;

   -- the Debtors' application of the Credit will be in complete
      satisfaction of Waukesha's Claim against them; and

   -- Waukesha will withdraw its proof of claim for $1,874,717
      against the Debtors. (Federal-Mogul Bankruptcy News, Issue
      No. 45; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FFP OPERATING: Looks to Spectrum Capital for Financial Advice
-------------------------------------------------------------
FFP Operating Partners, LP wants the U.S. Bankruptcy Court for the
Northern District of Texas to approve its applications to employ
Spectrum Capital Group, LLC as Investment Bankers and Financial
Advisors.

The Debtor points out that Spectrum Capital has experience in the
convenience store industry and has a strong financial background.  
The Debtor believes Spectrum Capital is particularly well suited
as a financial advisor with substantial expertise in troubled
companies and debt restructuring issues.

The Debtor anticipates that Spectrum Capital will render financial
advisory and related services to the Debtor as needed throughout
the course of this case. Spectrum Capital will:

  a) provide general financial service and advise to the Debtor
     with respect to its Application for Interim and Final Order
     Authorizing the Employment of Spectrum Capital Group, as
     Investment Bankers and Financial Advisors for the Debtor
     business operations, properties, financial condition and
     restructuring prospects;

  b) advise and assist the Debtor in the formulation and review
     of business plans and forecasts;

  c) advise and assist the Debtor in assessing the value of
     certain of its assets and/or business units;

  d) advise and assist the Debtor in developing, identifying and
     evaluating any proposed restructuring transactions;

  e) advise and assist the debtor in connection with the
     formulation, negotiation, preparation and confirmation of
     any plan or plans of reorganization in these cases,
     including by:

       i) developing and evaluating a new capital structure
          for the Debtor,

      ii) evaluating the Debtor's debt capacity, and

     iii) developing and valuing any new securities to be issued
          under a plan of reorganization;

  f) advise and assist the Debtor in negotiating, analyzing and
     formulating:

       i) any debtor-in-possession financing facilities or
          amendments thereto,

      ii) any exit financing facilities required in connection
          with the implementation of a plan of reorganization,
          and

     iii) other financing transactions;

  g) provide expert testimony, as needed, in connection with
     hearings relating to matters for which Spectrum Capital has
     advised the Debtor, including any hearing on the
     confirmation of a plan of reorganization; and

  h) advise and represent as investment bankers any transaction
     involving the sale of the Debtor's assets.

The Debtors will pay Spectrum Capital a monthly fee of $25,000 in
exchange for services rendered.

Headquartered in Fort Worth, Texas, FFP Operating Partners, LP,
together with other subsidiaries of FFP Partners, L.P., owns and
operates convenience stores, truck stops, and self-service motor
fuel outlets over a twelve state area.  The Company filed for
chapter 11 protection on October 23, 2003 (Bankr. N.D. Tex. Case
No. 03-90171).  Mark Joseph Petrocchi, Esq., at Colvin and
Petrocchi represent the Debtor in its restructuring efforts.  When
the Company filed for protection from its creditors, it listed
over $10 million in assets and debts of over $50 million.


FIBERMARK INC: Will Publish Third-Quarter Results on Wednesday
--------------------------------------------------------------
FiberMark, Inc. (Amex: FMK) will announce its third-quarter 2003
operating results after the market closes on Wednesday,
November 12, 2003. The announcement will be distributed via PR
Newswire and First Call and on the company's Web site:
http://www.fibermark.com

To supplement the company's earnings release, a conference call
will begin at 5:00 P.M. (eastern standard time). For call
information, or to register as a new participant, contact investor
relations at FiberMark by calling 802 257 5974.

FiberMark (S&P, B Corporate Credit Rating, Negative),
headquartered in Brattleboro, Vt., is a leading producer of
specialty fiber-based materials meeting industrial and consumer
needs worldwide. Products include filter media for transportation
applications and vacuum cleaner bags; base materials for specialty
tapes, electrical, electronics and graphic arts applications,
wallpaper, building materials and sandpaper and cover/decorative
materials for office and school supplies, publishing, printing and
premium packaging. The company has 11 facilities in the eastern
United States and Europe.


FLEMING COS.: Has Until March 31 to Make Lease-Related Decisions
----------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates have until
March 31, 2004 to decide whether to assume, assume and assign or
reject unexpired non-residential leases, Judge Walrath rules.

Several landlords and parties-in-interest previously objected to
the extension, including:

(1) Renaissance Plaza Associates, LP,

(2) Berger-Epstein & Associates, Inc.,

(3) Meridian Plaza One, LLC,

(4) Frank C. Robson and Ludmilla Robson, Co-Trustees of the
     Frank C. Robson Revocable Trust Dated February 17, 1992,
     as amended,

(5) IRET Properties, LP,

(6) Conewago Contractors, Inc.,

(7) Grand Island Properties, LLC,

(8) Inversiones Ramiro, S.A.,

(9) Brigantine Town Center Associates, LP,

(10) Warrensburg Venture, Inc. and Jeff City Venture, Inc.,

(11) Dutton Mills Joint Ventures, LP, and

(12) Goldstein Management.

Accordingly, the Court rules that the Debtors will have through
and including December 31, 2003 to notify IRET Properties, LP of
their decision to assume, assume and assign or reject their lease
with IRET and the date will not be extended without IRET's
written consent.  In the event that IRET is not timely notified
of the Debtors' lease decision or if IRET has not consented to
the extension of the December 31, 2003 deadline, then the
Debtors' lease with IRET will be deemed rejected as of
December 31, 2003.

As to Dutton Mill Joint Venture, LP, Inversiones Ramiro, and
Conewago Contractors, Inc., in the event that the Debtors do not
timely comply with their obligations under Section 365(d)(3) of
the Bankruptcy Code to pay amounts when due, the leases will be
deemed rejected upon written notice from these Lessors to the
Debtors.

The Debtors will have until November 30, 2003 to notify
Inversiones of their decision to assume, assume and assign or
reject the lease with Inversiones.  The deadline will not be
extended without Inversiones' written consent and if Inversiones
is not timely notified of the Debtors' decision or if Inversiones
has not consented to an extension, then the Inversiones lease
will be deemed rejected as of November 30, 2003.

As to Dutton Mill, the Debtors will have until November 25, 2003
to notify them of their decision to assume, assume and assign or
reject the lease with Dutton Mill.  The deadline will not be
extended without Dutton Mill's written consent.  If Dutton Mill
is not timely notified of the Debtors' decision or if Dutton Mill
has not consented to an extension, then the Dutton Mill lease
will be deemed rejected as of November 25, 2003.

All other objections are overruled. (Fleming Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GMAC: 7 Classes of 2000-C3 Certs. Affirmed at Low B/Junk Levels
---------------------------------------------------------------
Fitch Ratings affirms GMAC Commercial Mortgage Securities, Inc.'s
mortgage pass-through certificates, series 2000-C3 as follows:

     --$118.3 million class A-1 'AAA';
     --$851.4 million class A-2 'AAA';
     -- Interest-only class X 'AAA';
     --$54.0 million class B 'AA+';
     --$57.1 million class C 'A+';
     --$12.1 million class D 'A';
     --$35.1 million class E 'BBB';
     --$19.1 million class F 'BBB-';
     --$8.0 million class G 'BBB-';
     --$9.9 million class H 'BB+';
     --$25.5 million class J 'BB';
     --$4.5 million class K 'BB-';
     --$9.6 million class L 'B+';
     --$15.9 million class M 'B';
     --$3.2 million class N 'B-';
     --$3.2 million class O 'CCC';
     --$13.1 million class S-MAC-1 'A-';
     --$9.2 million class S-MAC-2 'BBB';
     --$5.6 million class S-MAC-3 'BB+';
     --$14.7 million class S-MAC-4 'BB'.

Fitch does not rate classes P and S-AM. Class S-AM represents the
interest in the trust fund corresponding to the junior portion of
the AmeriSuites loan. Classes S-MAC-1, S-MAC-2, S-MAC-3, and S-
MAC-4 represent the interest in the trust fund corresponding to
the junior portion of the MacArthur Center loan.

The rating affirmations reflect the consistent loan performance
and the minimal reduction of the pool collateral balance since
issuance. As of the October 2003 distribution date, the pool's
collateral balance has decreased by 2.39% to $1.24 billion from
$1.27 billion at issuance.

GMAC Commercial Mortgage Corp., the master servicer, collected
year-end 2002 financials for 93% of the pool balance. The YE 2002
weighted average debt service coverage ratio is 1.37 times,
compared to 1.41x at YE 2001 and 1.47x at issuance.

Currently, six loans (1.49%) are in special servicing. The largest
loan (0.50%) in special servicing is secured by a multifamily
property located in Austin, TX. The loan transferred to special
servicing in May 2003 due to the loan being 60 days delinquent.
The special servicer is evaluating a variety of workout options,
including a possible discounted payoff.

Fitch reviewed the three credit assessed loans and their
underlying collateral. The Fitch stressed DSCRs for the loans were
calculated using the borrowers reported net operating income
adjusted by Fitch underwriting guidelines, reserves, and a
stressed debt service.

The Arizona Mills loan (11.1%) is the largest loan in the pool.
The loan is secured by a 1.2 million square foot (sf) regional
mall in Tempe, AZ. Major tenants include JCPenney, Saks Off-Fifth
Ave., and Neiman Marcus. The YE 2002 DSCR is 1.63x compared to
1.51x at YE 2001 and 1.38x at issuance. As of June 2003, the
occupancy is 98%.

The MacArthur Center loan (7.7%) is secured by 528,846 sf in a
942,662 sf regional mall in Norfolk, VA. The TTM DSCR as of June
2003 for the A note of this loan is 1.69x compared to 1.82x at YE
2001 and 1.79x at issuance. Occupancy as of June 2003 is 88%
compared to 92% at issuance but up from a low of 79% in 2002.

The AmeriSuites loan (2.3%) is secured by eight limited service,
cross-collateralized, cross-defaulted hotels located in eight
different states. The TTM DSCR as of June 2003 for the A note of
this loan is 1.70x compared to 1.71x at YE 2001 and 1.75x at
issuance. As of June 2003, the occupancy is 75%.

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


GS MORTGAGE: Class G & J Note Ratings Cut to Low-B & Junk Levels
----------------------------------------------------------------
Fitch Ratings downgrades GS Mortgage Securities Corp. II's
commercial mortgage pass-through certificates, series 1998-C1, as
follows:

     -- $23.3 million class G to 'B+' from 'BB';
     -- $23.3 million class J to 'C' from 'CCC'.

In addition, Fitch affirms the following classes:

     -- $84.7 million class A-1 'AAA';
     -- $436 million class A-2 'AAA';
     -- $560.9 million class A-3 'AAA';
     -- Interest-only class X 'AAA';
     -- $102.4 million class B 'AAA';
     -- $102.4 million class C 'A+';
     -- $107 million class D 'BBB';
     -- $32.6 million class E 'BBB-';
     -- $55.8 million class H 'CCC'.

Fitch does not rate classes F and K certificates.

The downgrades to classes G and J reflect an increase in
anticipated losses, which would significantly reduce the credit
support available to classes G and J.

Currently, nineteen loans (6.1%) are specially serviced by GMAC
Commercial Mortgage Corp., of which several are expected to result
in losses. The largest loan in special servicing (1.2%) is secured
by an outlet mall located in Bristol, WI. The loan was transferred
to special servicing due to imminent default following a decline
in occupancy and co-tenancy clauses, which allow for percentage
rent. The property is reporting a negative cash flow therefore,
Fitch assumed a significant decline in property value. The second
largest loan in special servicing is Sequoia Plaza (0.8%), which
is secured by a retail center located in Visalia, CA. The property
is 64% occupied. GMAC is pursuing foreclosure on both loans.

As of the October 2003 distribution date, the aggregate collateral
balance has been reduced by 12% to $1.63 billion from $1.86
billion at issuance.

GMAC, the master servicer, collected year-end 2002 financials for
94% of the pool balance. According to this information, the YE
2002 weighted average debt service coverage ratio is 1.69 times,
compared to 1.80x as of YE 2001 and 1.55x at issuance for the same
loans.

Fitch reviewed the credit assessments of the Americold loan (8.3%)
and the Four Winds Portfolio (1.8%). The DSCR for each loan is
calculated using servicer provided net operating income less
required reserves divided by debt service payments based on the
current balance using a Fitch stressed refinance constant.

The Americold loan is secured by 28 cold-storage warehouses
totaling 6.2 million square feet and 1.4% of the loan is defeased.
The DSCR for the YE 2002 is 1.58x compared to 1.71x for YE 2001.
Based on the declining performance of Americold loan the credit
assessment was lowered, but remains investment grade.

The Four Winds Portfolio is comprised of two cross-collateralized
and cross-defaulted loans on two psychiatric facilities totaling
263 beds: one is in Katonah, NY (175 beds) and the other is in
Saratoga Springs, NY (88 beds). The YE 2002 DSCR for the portfolio
is 1.69x from 1.31x for YE 2001. As of June 2003, the occupancy
for both facilities was approximately 92%. Although the
performance of this loan has improved, the loan maintains a below
investment-grade credit assessment.

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


HAYES LEMMERZ: HLI Trust Wins Approval of Avoidance Settlements
---------------------------------------------------------------
U.S. Bankruptcy Court Judge Walrath approves the HLI Creditor
Trust's Avoidance Settlements in its entirety, settling claims of
195 creditors of the Hayes Lemmerz Debtors.  

A free copy of the list of avoidance settlements can be accessed
at:

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

Judge Walrath emphasizes that nothing in the Avoidance Settlement
will release or otherwise affect any alleged right or claim,
which the Creditor Trust, its subsidiaries and affiliates or
their predecessors, successors, estates or creditors hold or may
assert against any party to the Avoidance Settlements approved,
other than the claims specifically transferred to the Creditor
Trust pursuant to the Modified First Amended Joint Plan of
Reorganization, dated April 9, 2003, as further modified. (Hayes
Lemmerz Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


HELLER FINANCIAL: Fitch Affirms Five Low-B Note Class Ratings
-------------------------------------------------------------
Heller Financial Commercial Mortgage Asset Corp.'s Mortgage Pass-
Through Certificates, Series 1999 PH-1 are upgraded by Fitch
Ratings as follows:

     -- $20.2 million class C to 'AAA' from 'AA';
     -- $53.0 million class D to 'A+' from 'A'.

The following certificates are also affirmed by Fitch:

     -- $132.6 million class A-1 at 'AAA';
     -- $535.6 million class A-2 at 'AAA';
     -- Interest-only class X at 'AAA';
     -- $22.7 million class B at 'AAA';
     -- $12.6 million class E at 'A-';
     -- $37.9 million class F at 'BBB';
     -- $17.7 million class G to 'BBB-';
     -- $35.3 million class H at 'BB+';
     -- $20.2 million class J at 'BB';
     -- $7.6 million class K at 'BB-';
     -- $15.1 million class L at 'B';
     -- $7.6 million class M at 'B-'

The $18.8 million class N is not rated by Fitch.

The upgrades are primarily attributable to the pool's improved
financial performance and increased subordination levels. As of
the October 2003 distribution date, the pool's aggregate
collateral balance has been reduced 7% to $936.9 million from $1.0
billion at issuance. Wachovia Securities, Inc., as master
servicer, collected year-end 2002 financial statements for 98.3%
of the pool balance. The weighted average debt service coverage
ratio has increased to 1.60 times from 1.52x at issuance. The five
largest loans, representing 20.2% of the pool, have a DSCR of
1.61x compared to 1.54x at issuance. Since issuance, the Trust
incurred approximately $1.4 million in losses due to the
disposition of two assets (one hotel and one office).

There are two specially serviced loans, representing 1.8% of the
pool. The largest specially serviced loan (1.7%) is secured by an
office building located in Columbus, OH. The loan transferred to
the special servicer for monetary default in February 2003 when
the largest tenant at the property representing 30% net rentable
area vacated their space.

Fitch reviewed the performance and underlying collateral of the
South Plains Mall (6.6%) and the Station Plaza Office Complex
(2.6%) loans. Based on their stable performance, both credit
assessments remain investment grade. The DSCR for each loan is
calculated using borrower financials less required reserves and
debt service payments based on the current balance and a Fitch
stressed refinance constant.

The South Plains Mall, located in Lubbock, Texas, consists of 1.1
million square feet (sf), of which 1.0 million sq. ft. is
collateral for the loan. The YE 12/31/02 DSCR is 1.73x, up from
1.47x at issuance. The property is currently 98% occupied.

The Station Plaza Office Complex consists of three office
buildings (320,477 sf) located in Trenton, New Jersey. The YE
12/31/02 DSCR is 1.37x, compared to 1.35x at issuance. The
properties are currently 100% occupied.

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


HOLLYWOOD CASINO: Appoints Mel Thomas as New General Manager
------------------------------------------------------------
HCS I, Inc., the managing general partner of Hollywood Casino
Shreveport, announced that subject to final regulatory approval,
Mel Thomas has been named General Manager of the property.

In his new role, Mr. Thomas will be responsible for all facets of
the operation of Hollywood Casino Shreveport.

Mel Thomas' career spans over 30 years of gaming experience in
various operational capacities in the Lake Tahoe, Las Vegas,
Tunica, Nova Scotia, Black Hawk and Reno gaming markets at various
casino properties including Harrah's Hotel Casino, Harvey's Resort
Hotel/Casino, Summit Casinos International, Sheraton Casinos
Tunica, Sheraton Casinos Nova Scotia, Caesars Tahoe and Black Hawk
Casino by Hyatt. During his career, Mr. Thomas has overseen
hotel/casino operations, expansion projects, staffing and
training, budgeting and business and marketing plan development
and has directed pre-opening activities. He has also provided
consulting expertise to land-based casinos, Native American
tribes, poker room operations and chain hotels. Mr. Thomas has
established a proven track record for improving a property's
operating efficiencies, financial performance and market share.

As previously reported in HCS's quarterly report on Form 10-Q for
the quarter ended June 30, 2003, HCS received notice from the
representatives of the holders of the $150 million Senior Secured
Notes due 2006 and the $39 million First Mortgage Notes due 2006,
issued by HCS and Shreveport Capital Corporation, that HCS had
failed to make repurchase offers as required under the indentures
governing the respective notes and, consequently, was in default
under both note indentures. On August 1, 2003, HCS and it co-
issuer Shreveport Capital Corporation failed to make the August 1,
2003 interest payments, aggregating $12.3 million, due on the
Senior Secured Notes and First Mortgage Notes.

HCS is presently in negotiations with representatives of the
noteholders of both note issuances regarding a possible
restructuring of its indebtedness or other possible resolution.
There can be no assurance that any such restructuring or other
resolution can be agreed upon and effected. In addition, there can
be no assurance that HCS may not eventually be involved in a
proceeding under the federal bankruptcy laws.

HCS I is a wholly owned indirect subsidiary of Penn National
Gaming, Inc. (PENN: Nasdaq). The HCS and Shreveport Capital
Corporation notes are non-recourse to Penn National Gaming, Inc.

Hollywood Casino Shreveport is a riverboat casino/hotel complex
located on the Red River in Shreveport, Louisiana.


INTEGRATED DEFENSE: Ratings Withdrawn After DRS Tech Acquisition
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'BB-' corporate  credit rating, on Integrated Defense
Technologies Inc.

"The ratings on IDT were withdrawn as a result of the company
being acquired by DRS Technologies Inc. for $543 million and
having all of its rated bank debt repaid," said Standard & Poor's
credit analyst Christopher DeNicolo.


INTEGRATED HEALTH: Pharmerica Seeks $4.5MM Admin Claim Allowance
----------------------------------------------------------------
Richard A. Keuler, Jr., Esq., at Reed Smith LLP, in Wilmington,
Delaware, relates that during the period from May 2002 through
September 3, 2003, PharMerica, Inc. supplied certain
pharmaceutical goods and services to the Integrated Health
Services Debtors pursuant to the terms of:

   (1) the Second Amended and Restated Preferred Provider
       Agreement dated as of May 1, 1999 between IHS and
       PharMerica, and various Independent Contractor Agreements
       for Pharmaceutical Services between various IHS subsidiary
       debtors and PharMerica; both of which were rejected by
       Order dated January 14, 2003, as amended by Order dated
       February 25, 2003; or

   (2) certain postpetition agreements executed between the IHS
       Debtors and PharMerica.

During the Supply Period, PharMerica invoiced the Debtors
$4,518,257.  Of this sum, $3,104,641 is presently past due under
the terms of the various agreements identified.  However, Mr.
Keuler informs the Court that PharMerica received no payment on
any portion of the Administrative Claim.  

PharMerica submits that the goods and services provided to the
Debtors during the Supply Period were an actual, necessary cost
and expense of preserving the Debtors' bankruptcy estates.  The
Administrative Claim asserted by PharMerica in the Request is
therefore entitled to administrative expense priority under the
provisions of Sections 503(b)(1)(A) and 507(a)(1) of the
Bankruptcy Code, Mr. Keuler asserts.

Accordingly, PharMerica asks the Court to allow and direct
immediate payment of the Administrative Claim for the goods and
service provided to the Debtors by PharMerica during the Supply
Period.

Pursuant to Section 503(b)(1)(A), Mr. Keuler contends that
PharMerica is entitled to allowance and immediate payment of the
Administrative Claim as a priority administrative expense claim.  
An administrative expense is entitled to first priority under
Section 507(a)(1). (Integrated Health Bankruptcy News, Issue No.
66; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


INT'L MULTIFOODS: Earnings Shortfall Prompts S&P to Cut Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on branded consumer food and food service products
manufacturer International Multifoods Corp. to 'BB-' from 'BB'.

The rating was also placed on CreditWatch with negative
implications.
     
At the same time, Standard & Poor's affirmed its 'A' senior
unsecured debt rating on the company. This rating is not on
CreditWatch because Diageo PLC unconditionally guarantees the
senior unsecured debt issue.
     
About $387 million of debt was outstanding at International
Multifoods as of Aug. 30, 2003.
     
"The rating actions follow International Multifoods' announcement
that it has significantly lowered its earnings guidance for fiscal
2004 and beyond," said Standard & Poor's credit analyst Jean C.
Stout. The expected earnings shortfall and revised guidance are
due to heightened competition, specifically increased promotion by
existing as well as new participants in the company's U.S.
consumer products business. At the same time, there has been
lackluster category growth during the key baking season.
     
As a result of the company's fiscal 2004 financial performance,
credit protection measures will be below Standard & Poor's
expectations.

International Multifoods' operating performance had already been
pressured by weakness in the Canadian and U.S. food service
business, lower pension income, and higher commodity costs.
Moreover, the company may find it necessary to take additional
restructuring charges barring an improvement in current business
conditions, and it is uncertain when credit measures will recover.
     
Standard & Poor's will meet with management to discuss its
financial and operating strategies to improve its credit profile
prior to resolving the CreditWatch.
     
International Multifoods is a leading manufacturer of dessert and
baking mixes, side dishes, and flour.


INTERNET SERVICES: UST Appoints Official Creditors' Committee
-------------------------------------------------------------
The United States Trustee for Region 3 appointed 5 members to an
Official Committee of Unsecured Creditors in Internet Services of
Michigan's Chapter 11 cases:

       1. Aleon Corporation, (f/k/a/ Internet Direct                
            Communications, Inc.)
          Attn: Stephen P. Wolfe
          8500 W. 110th St., Suite 200
          Overland Park, KS 66210
          Phone: (913) 338-1437, Fax: (913) 338-5215;

       2. Fort Wayne Internet, LLC
          Attn: Frank W. Silva
          127 W. Berry, Suite 702
          Fort Wayne, Indiana 46802
          Phone: (260) 424-5136, Fax: (260) 424-3081;

       3. SBC
          Attn: Mark David Farrell
          One SBC Plaza, Room 3014
          Dallas, TX 75202
          Phone: (214) 464-2335, Fax: (214) 464-5477;

       4. Ameritech E ASI
          Attn: Mark David Farrell
          One SBC Plaza, Room 3014
          Dallas, TX 75202
          Phone: (214) 464-2335, Fax; (214) 464-5477; and

       5. Advantage Communications, Inc.
          Attn: David A. Robinson
          265 Brackley Point Road, Charlottetown
          Prince Edward Island Canada, C1E 2A3
          Phone: (902) 892-1585, Fax: (902) 894-8479
     
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Mishawaka, Indiana, Internet Services of
Michigan, Inc., an internet service provider, files for chapter 11
protection on September 23, 2003 (Bankr. Del. Case No. 03-12921).  
Linda Marie Carmichael, Esq., at White And Williams, LLP
represents the Debtors in their restructuring efforts.  When the
Company filed protection from its creditors, it estimated its
debts and assets of more than $10 million each.


IVACO INC: Randy Benson Appointed Chief Restructuring Officer
-------------------------------------------------------------
Gordon D. Silverman, President and CEO of Ivaco Inc., announced
that Randy Benson has been appointed Chief Restructuring Officer
to lead the Company's restructuring program under the Companies'
Creditors Arrangement Act (CCAA). Mr. Benson's appointment is
effective subject to Court approval of the terms of his contract
with Ivaco.

"Randy Benson brings to Ivaco a strong financial background and a
proven record of leadership in organizations undergoing
significant challenge and change," said Mr. Silverman. "Randy will
play a major role as Ivaco restructures under CCAA to return to
profitability," he added.

Mr. Benson was previously Senior Vice-President and Chief
Financial Officer of Call-Net Enterprises-Sprint Canada Inc. where
he played a key role in developing and negotiating the financial
restructuring of the company. Prior to joining Call-Net
Enterprises-Sprint, he had a long career in the manufacturing
industry including President, Refrigerated Product Division with
Parmalat Canada, formed by the 1997 merger of Beatrice Foods Inc.
and Ault Foods Inc. He had held successively senior positions with
Beatrice Foods culminating in the position of Executive Vice-
President and Chief Financial Officer where he provided leadership
in that company's successful restructuring under CCAA. Mr. Benson
holds BBA and MBA degrees from York University in Toronto.

Ivaco filed for protection under the CCAA on September 16, 2003,
citing difficult market conditions for the entire North American
steel industry, which included the high Canadian dollar, U.S.
anti-dumping duty deposits and higher input, energy and
transportation costs.

Ivaco is a Canadian corporation and is a leading North American
producer of steel, fabricated steel products and precision
machined components. Ivaco's modern steel operations include
Canada's largest rod mill, which has a rated production capacity
of 900,000 tons of wire rods per annum. In addition, its
fabricated steel products operations have a rated production
capacity in the area of 350,000 tons per annum of wire, wire
products and processed rod, and over 175,000 tons per annum of
fastener products. Shares of Ivaco are traded on The Toronto Stock
Exchange (IVA).


LTV: Copperweld Extending Smith and Loveland Engagements
--------------------------------------------------------
James Smith and James Loveland each signed Management Services
Agreements with Copperweld Corporation in April, 2003.  These
Agreements govern the terms of Messrs. Smith's and Loveland's
employment as Copperweld's Interim Chief Financial Officer and
Chief Restructuring Officer, respectively.  These services
included seeking confirmation of a Plan for the Copperweld
Debtors.  

These Agreements expire by their own terms on November 12, 2003.

The Copperweld Debtors, represented by Nicholas M. Miller, Esq.,
at Jones Day in Cleveland, and each of Messrs. Smith and Loveland,
sign off on a Stipulation extending the employment of these two
officers through and including December 12, 2003, to permit
completion of the confirmation process.

This Stipulation is also signed by each of Lisa G. Beckerman,
Esq., at Akin Gump Strauss Hauer & Feld LLP in New York, for the
Official Committee of Noteholders, and Richard G. Mason, Esq., at
Wachtell Lipton Rosen & Katz in New York for the Copperweld DIP
Lenders.  Judge Bodoh promptly adds his signature to this group.
(LTV Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


MARINER: Global Claims Objection Deadline Moved to December 5
-------------------------------------------------------------
At the Mariner Post-Acute Network, Inc. and Mariner Health Group
Debtors' behest, the Court approved their stipulation with Global
Healthcare Center and Suburban Health Enterprises, Inc. for an
additional time to object to the claims filed by Global.  The
Claims Objection Deadline as to MPAN Claim No. 7029 and MHG Claim
Nos. 3414, 3415, 1221, 1222, 1453, 2280 and 2281 is extended
through December 5, 2003. (Mariner Bankruptcy News, Issue No. 52;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


MASSEY ENERGY: Prices 6.625% Senior Notes for Private Offering
--------------------------------------------------------------
Massey Energy Company (NYSE: MEE) announced the pricing of its
private offering of $360 million of 6.625% senior notes due
November 15, 2010.  

The Company intends to use the proceeds of the proposed offering
to permanently repay all indebtedness under its secured term loan,
to cancel its current revolving credit facility and for general
corporate purposes.  The sale of the notes is subject to customary
closing provisions and is expected to close on November 10, 2003.  
The Company anticipates entering into an interest rate swap with
respect to $240 million of these notes.

The notes will be offered only to qualified institutional buyers
and non-U.S. persons, pursuant to Rule 144A and Regulation S,
respectively, of the Securities Act of 1933, as amended, at a
price of $1,000 per note.  The notes are senior unsecured and
unsubordinated obligations of the Company.  They will be
guaranteed by substantially all of the Company's current and
future operating subsidiaries, and will pay interest semi-
annually.

In connection with this private offering, the notes have not been
registered under the Securities Act and, unless so registered, may
not be offered or sold 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.

Massey Energy Company, headquartered in Richmond, Virginia, is the
fourth largest coal company in the United States based on produced
coal revenues.

                            *   *   *

As reported in Troubled Company Reporter's July 15, 2003 edition,
Standard & Poor's Ratings Services revised its outlook on Massey
Energy Company to stable from negative. At the same time, Standard
& Poor's assigned its BB+ rating to Massey's $355 million secured
credit facility. In addition, Standard & Poor's affirmed its
existing ratings on the company.

The new $355 million bank credit facility was rated 'BB+', one
notch above the corporate credit rating. The new facility consists
of a $250 million term loan due 2008 and a $105 million revolver
due 2007 and is secured by various assets including certain
account receivables, inventory, and certain property, plant &
equipment. The term loan has a manageable amortization schedule of
$0.6 million per quarter until maturity, and an early maturity
trigger based on whether Massey's existing 6.95% senior notes are
refinanced before January 1, 2007.


MDC HOLDINGS: S&P Raises Low-B Corporate Credit & Senior Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior debt ratings for MDC Holdings Inc. to 'BBB-' from 'BB+',
while revising the ratings outlook to stable from positive. The
rating actions impacted roughly $300 million in outstanding debt.
     
"The ratings upgrade acknowledges the company's very strong and
comparatively transparent financial profile, as well as its
successful efforts to diversify homebuilding operations beyond its
longstanding core markets. Management has been growing into new
markets organically, rather than through large acquisitions of
existing homebuilders, resulting in a steady increase in
deliveries from new markets and very manageable capital needs.
This measured approach to expansion has allowed the company to
preserve its solid financial profile, which is characterized by
strong cash flow protection measures and returns and modest
leverage levels," said Standard & Poor's credit analyst Scott
Robinson.
     
MDC's liquidity position is solid, supported by low leverage, good
cash flow generation, and a modestly used credit facility. Common
dividend payout levels are low (around 5% of earnings). Current
backlog levels have largely been financed via permanent capital.
MDC has no on-balance-sheet goodwill, joint venture investments,
or model sale-leaseback financings, producing a relatively clean
financial presentation.

Denver, Colo.-based MDC focuses on building single-family detached
homes primarily for entry-level and first time move-up buyers
under its brand name, Richmond American Homes. The company
currently has roughly 200 active selling communities with a
presence in 22 different markets in 13 states.


MIKOHN GAMING: Third-Quarter Net Loss Narrows to $4.2 Million
-------------------------------------------------------------
Mikohn Gaming Corporation (Nasdaq:MIKN) reported its financial
results for the three and nine-month periods ended September 30,
2003.

For the three months ended September 30, 2003, the Company
reported a net loss of $4.2 million, or $0.32 per share, as
compared to a net loss of $30.2 million, or $2.35 per share, in
the similar three-month period of 2002.

The net loss for the 2002 quarter includes approximately $16.7
million of charges included in restructuring expense, severance
expense, impairment losses and write-off of assets and $2.5
million of discontinued operations losses. Also included in the
net loss for the 2002 quarterly period were charges of
approximately $7.6 million included in cost of sales and Selling,
General and Administrative expenses for inventory obsolescence and
bad debt provisions. EBITDAR (earnings before interest, taxes,
depreciation/amortization and slot rent expense) totaled $4.7
million for the 2003 quarterly period compared to EBITDAR of
negative $19.0 million for the similar 2002 period, Excluding the
$7.6 million and $16.7 million of charges described above, EBITDAR
totaled approximately $5.3 million for the 2002 period. The
Company discloses EBITDAR as it believes it is a useful supplement
to operating income under generally accepted accounting principles
(GAAP) measurements; however, we acknowledge this information
should not be construed as an alternative to operating income
under GAAP. EBITDAR may not be comparable to similarly titled
measures reported by other companies. We also disclose EBITDAR as
it is a common metric utilized in the gaming industry and because
EBITDA (exclusive of slot rent expense) is a metric used as a
significant covenant in our line of credit facility.

Revenues for the quarter ended September 30, 2003 were
approximately $20.6 million as compared to approximately $29.6
million in the prior year quarter. Revenues from gaming operations
(slot and table games) amounted to $8.2 million during the quarter
ended September 30, 2003 as compared to $11.2 million in the
similar quarter of 2002.

During the quarter ended September 30, 2003, the Company averaged
1,881 branded slot machines in casinos which earned approximately
$22.00 per day. Non-branded machines in casinos averaged 188
during the quarter, and earned approximately $19.60 per day.
Leased games in casinos for which the Company does not provide
hardware averaged 303 and earned approximately $14.00 per day.
Also during the current quarter, the Company sold 100 software
licenses of certain proprietary game content to MultiMedia Gaming
(Nasdaq-MGAM) for approximately $0.2 million, net of royalties.
The Company intends to continue its pursuit of revenue leasing
arrangements whereby the Company would supply the software
component to a third party which would use hardware not otherwise
owned or leased by the Company. In addition, the Company
maintained an average of 994 table games in casinos during the
three months ended September 30, 2003. During the corresponding
period of 2002, the Company averaged 1,068 table games in casinos.
During the corresponding period of 2002, the Company maintained an
average of 2,351 branded, 354 non-branded games and 131 licensed
games in casinos, earning approximately $29.40, $23.50, and $4.50
per day respectively.

Gaming products revenues (interior signage, electronics and
systems) decreased to $12.4 million in the 2003 third quarter,
versus $18.5 million in the corresponding period last year.

Revenues from systems sales posted the strongest improvement,
increasing approximately 120% to $3.8 million as compared to $1.7
million during the third quarter of 2002. The Company presently
monitors approximately 39,484 slot machines under its Casino Link
product and 417 tables under its Table Link products.

For the nine months ended September 30, 2003, the net loss
amounted to $11.7 million, or $0.90 per share, as compared to a
net loss of $38.0 million in the similar nine-month period of
2002. The net loss for the 2002 nine-month period included
approximately $16.7 million of charges included in restructuring
expense, severance expense, impairment losses and write-off of
assets and $2.9 million of discontinued operations losses. Also
included in the net loss for the 2002 nine-month period were
charges of approximately $8.2 million included in cost of sales
and Selling, General and Administrative expenses for inventory
obsolescence and bad debt provisions. EBITDAR totaled $14.4
million for the nine months ended September 30, 2003 compared to
EBITDAR of negative $9.3 million for the similar 2002 period.
Excluding the $8.2 million and $16.7 million of charges described
above, EBITDAR totaled approximately $15.6 million for the 2002
period.

Russ McMeekin, President and Chief Executive Officer commented;
"Although our progress has been slower than expected, we are
encouraged by the response of casino operators to our new slot
model. During the quarter we received strategic approvals in
Mississippi and the province of Ontario, and this week we received
our first ever approval in the state of Arizona."

"Having completed our much needed deleveraging, we are now focused
on execution," he concluded.

Mikohn further announces the appointment of Michael Dreitzer as
Executive Vice President, General Counsel. Mr. Dreitzer had been
serving as Acting General Counsel since March 2003.

Mikohn (S&P, B- Corporate Credit Rating, Negative Outlook) is a
diversified supplier to the casino gaming industry worldwide,
specializing in the development of innovative products with
recurring revenue potential. The Company develops, manufactures
and markets an expanding array of slot games, table games and
advanced player tracking and accounting systems for slot machines
and table games. The company is also a leader in exciting visual
displays and progressive jackpot technology for casinos worldwide.
There is a Mikohn product in virtually every casino in the world.
For further information, visit the Company's Web site:
http://www.mikohn.com  


MILACRON INC: S&P Keeping Watch on Ratings Over Debt Maturities
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating and other ratings on Milacron Inc. on CreditWatch
with negative implications, on concerns about the company's debt
maturities.

Total lease-adjusted debt was about $390 million at Sept. 30,
2003, for Cincinnati, Ohio-based Milacron, a leader in the
plastics machinery sector.
     
In resolving the Creditwatch, Standard & Poor's will evaluate
Milacron's near-term progress in working with potential lenders to
replace its revolving credit facility and receivables
securitization program by year-end (about $80 million outstanding)
as well as how its intends to refinance its public debt which
matures in March 2004 ($115 million) and April 2005(Euro 115
million).
     
"Ratings would be lowered if prospects for meeting debt maturities
are judged to be diminished," said Standard & Poor's credit
analyst Robert Schulz.
     
Milacron, a leading company in the currently very weak plastics
machinery sector also sells metalworking fluids, a more stable and
solidly profitable sector. The weakness in the plastics machinery
sector, caused mostly by low capacity utilization rates and
profitability challenges throughout the plastics processing
industries, continue to pressure Milacron's cash generation. The
timing and extent of sustained recovery in demand for plastics
machinery remains uncertain.

The company's liquidity is marginal. Debt maturities rise
significantly in March 2004, as the bank revolving credit facility
and $115 million 8.375% public notes mature. Cash was $62 million
at Sept. 30, 2003, down from $67 million at the beginning of the
quarter, because of restructuring payments and cash losses from
discontinued operations. Bank covenants were amended during the
third quarter to permit implementation of further cost-cutting
initiatives.


MIRANT CORP: Takes Legal Action to Recover $7.8MM from CAISO
------------------------------------------------------------
The Mirant Debtors operate a significant portion of their energy
marketing business through Mirant Americas Energy Marketing LLP.  
Mirant Americas sells and purchases energy through, among other
channels, the so-called "spot markets" for energy.  In these
markets, energy companies supply electrical power to, and
purchase it from, regional electric transmission systems managed
and operated by entities called independent system operators.  
These operators, which are neither agents nor instrumentalities
of the government, oversee the operations of the energy grids
within their geographical regions in the United States.

Judith Elkin, Esq., at Haynes and Boone LLP, in Dallas, Texas,
relates that entities participating in these markets must agree
to be bound by the terms and conditions of the operators'
tariffs, schedules and protocols.  The Tariffs have the force of
law and dictate the terms and conditions under which the
operators must conduct their systems.

Ms. Elkin explains that the Tariffs specify the billing and
payment arrangements by which an independent system operator
invoices participants for services provided and received, and for
any other market transactions.  Each ISO invoices participants
after engaging in some form of netting of their monthly charges
against their monthly credits.  In the event a participant fails
to pay all or a part of a given invoice, the ISO may set off the
amount owed to the participant against any amount owed to the ISO
for a given month.  The ISOs also invoice market participants for
any additional service obligations incurred during the billing
period.

Ms. Elkin reports that prior to the Petition Date, Mirant
Americas conducted business through California Independent System
Operator Corporation.

As a result of Mirant Americas' prepetition sales of electricity
utilizing the ISOs, CAISO is now in possession of $8,700,000 that
is owed to the Debtors from various purchases of Mirant Americas'
electricity in the spot markets.  Of that sum, $7,850,000 -- the
Subject Property -- is presently due and owing to Mirant
Americas.

Ms. Elkin contends that the Subject Property is property of the
Debtors' estates under Section 541 of the Bankruptcy Code.  The
Debtors may use, sell or lease the Subject Property under Section
363 of the Bankruptcy Code.

Subsequently, the Debtors demanded CAISO to turn over the Subject
Property to them.  However, CAISO refused.

Accordingly, pursuant to Section 542 of the Bankruptcy Code, the
Debtors ask the Court to compel CAISO to turn over the Subject
Property to them. (Mirant Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


MORGAN STANLEY: Fitch Affirms Class H to N Notes at Low B Levels
----------------------------------------------------------------
Fitch Ratings affirms Morgan Stanley Dean Witter Capital Inc.'s
commercial mortgage pass-through certificates, series 2001-IQ as
follows:

     --$161 million class A-1 'AAA';
     --$151.7 million class A-2 'AAA';
     --$261 million class A-3 'AAA';
     --Interest-only classes X-1 and X-2 'AAA';
     --$22.3 million class B 'AA';
     --$18.7 million class C 'A';
     --$5.3 million class D 'A-';
     --$5.3 million class E 'BBB+';
     --$8.9 million class F 'BBB';
     --$5.3 million class G 'BBB-';
     --$5.3 million class H 'BB+';
     --$10.7 million class J 'BB';
     --$3.6 million class K 'BB-';
     --$1.8 million class L 'B+';
     --$5.3 million class M 'B';
     --$1.8 million class N 'B-'.

Fitch does not rate the $5.3 million class O certificates.

The rating affirmations reflect the stable loan performance and
minimal reduction of the pool collateral balance since closing.

GMAC Commercial Mortgage Corp., the master servicer, collected
year-end 2002 financials for 85% of the pool balance. Based on the
information provided the resulting YE 2002 weighted average debt
service coverage ratio is 1.79 times compared to 1.51x at issuance
for the same loans. As of the October 2003 distribution date, the
pool's collateral balance has decreased 5.5% to $673.5 million
from $713 million at closing.

Currently, one loan (0.3%) is in special servicing. The loan is
secured by a multifamily property in Houston, TX. The loan
transferred to special servicing after becoming delinquent,
however has since been brought current. The special servicer is
awaiting updated performance information before returning the loan
the master servicer.

Fitch reviewed its credit assessments of the Town Center Plaza
loan (7.8%), the Turtle Creek Mall loan (4.7%), and the Marina
Village loan (4.6%). The Fitch stressed DSCR for each loan is
calculated using servicer provided net operating income less
reserves divided by Fitch stressed debt service payment. Based on
their stable to improved performance, all loans maintain
investment grade credit assessments.

The Town Center Plaza loan is secured by the fee interest in
388,962 square foot (sf) of a 607,700 sf anchored retail center
located in Leawood, KS (Kansas City). Jacobson's, the largest
anchor in the collateral, has liquidated and closed all stores.
The borrower is currently negotiating with potential tenants who
are interested in the anchor space. The stressed DSCR for YE 2002
was 1.54x compared to 1.34x at issuance.

The Turtle Creek Mall loan is secured by the fee interest in
388,962 sf of a 846,120 sf regional mall located in Hattiesburg,
MS, midway between the state capital of Jackson and the Gulf
Coast. Anchors include Sears, McRae's Center Court, Dillard's and
J.C. Penney. The stressed DSCR for the YE 2002 was 1.96x compared
to 1.56x at issuance.

The Marina Village loan is secured by ten office buildings and one
grocery-anchored retail center located in Alameda, CA. The largest
tenants are Computer Associates International (20%), Operon
Technologies (11%), and California School of Professional
Psychology (8%). The stressed DSCR for the YE 2002 was 2.13x
compared to 1.62x at issuance.

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


MORGAN STANLEY: Fitch Affirms 4 Low-B Note Classes' Ratings
-----------------------------------------------------------
Morgan Stanley Dean Witter Capital I Inc., commercial mortgage
pass-through certificates, Series 2000-LIFE1, are affirmed by
Fitch Ratings as follows:

     --$85.3 million class A-1 at 'AAA';
     --$439.0 million class A-2 at 'AAA';
     --Interest only class X at 'AAA';
     --$22.4 million class B at 'AA';
     --$25.9 million class C at 'A';
     --$8.6 million class D at 'A-';
     --$17.2 million class E at 'BBB';
     --$6.9 million class F at 'BBB-';
     --$13.8 million class H at 'BB+';
     --$6.9 million class J at 'BB';
     --$5.2 million class K at 'BB-';
     --$13.8 million class L at 'B'.

The $1.7 million class G and the $12.5 million class M are not
rated by Fitch.

The rating affirmations reflect the consistent loan performance
and minimal reduction of the pool collateral balance since
issuance. As of the October 2003 distribution date, the pool's
collateral balance has decreased 4% to $659.2 million from $689.0
million at issuance.

Wells Fargo Bank, N.A., the master servicer, provided year-end
2002 financials for 100% of the loans by balance. The YE 2002
weighted average debt service coverage ratio has improved to 1.75
times from 1.50x at issuance. Three loans (2.9%) reported year-end
2002 DSCRs below 1.00x. In addition, three loans (2.0%) are
currently in special servicing. The largest specially serviced
loan (1.2%) is secured by a multifamily property in Marietta, GA.
There has been a decline in occupancy at the property and due to
the current market conditions the borrower has been forced to
lower rental rates as well as offer high concessions. The second
largest specially serviced loan (0.5%) is secured by a vacant
single-tenant two story flex-office warehouse building located in
Boulder, CO. The property is being marketed for sale and a
prospective buyer has expressed interest in purchasing it.

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


NATIONSLINK: Fitch Affirms 4 Low-B Certificate Class Ratings
------------------------------------------------------------
NationsLink Funding Corp.'s commercial mortgage pass-through
certificates, series 1998-1, are upgraded as follows:

     --$53.6 million class B to 'AAA' from 'AA+';
     --$56.1 million class C to 'AA' from 'A+';
     --$48.5 million class D to 'A' from 'BBB+ '.

The following certificates are also affirmed by Fitch:

     --$79.8 million class A-2 at 'AAA';
     --$433.8 million class A-3 at 'AAA';
     Interest-only class X-1 at 'AAA';
     Interest-only class X-2 at 'AAA';
     $51.0 million class F certificates at 'BB';
     $10.2 million class G certificates at 'BB-';
     $25.5 million class H certificates at 'B';
     $12.2 million class J certificates at 'B-';
     
Fitch does not rate classes E and K.

The upgrades are due to additional loan amortization and payoffs
which have resulted in improved credit enhancement levels. As of
the October distribution date, the pool's aggregate certificate
balance was reduced by 20% to $816.7 million from $1.02 billion at
issuance. Midland Loan Services, the master servicer, collected
year-end 2002 property financial statements for 85% of the pool.
Based on the properties that reported full year 2002 performance,
the pool's weighted average debt service coverage ratio has
improved to 1.72 times from 1.49x at issuance. To date, realized
losses have totaled $3.1 million.

Seven loans, 5.8% of the pool, are currently in special servicing.
The largest loan, Days Suites Kissimmee Lodge is a hotel located
in Kissimmee, FL, representing 3.3% of the pool, is current under
a forbearance agreement and is pending return to the master
servicer. Per the special servicer, the borrower is a good
operator and problems are strictly due to the current market
conditions. The second largest loan, St. Joseph's Holiday Inn and
Conference Center is a hotel located in St. Joseph, MO,
representing 0.6% of the pool and is REO. The property is
currently under contract for sale with expected closing in
November. Twenty-seven loans, 19.6% of the pool, are on the master
servicer's watchlist.

Fitch Ratings' analysis took into account the specially serviced
loans and other underperforming loans. Based on this analysis,
Fitch Ratings concluded subordination levels were sufficient to
warrant the upgrades. Fitch Ratings will continue to monitor this
transaction, as surveillance is ongoing.


NATURADE INC: Capital Deficits Raise Going Concern Uncertainty
--------------------------------------------------------------
Naturade, Inc. is a branded natural products marketing company
focused on high growth, innovative products designed to nourish
the health and well being of consumers.  The Company concentrates
on the rapidly expanding soy food market, which reached sales of
almost $2.5 billion in 2002 and is expected to grow 15% to 20% per
year reaching $5 to $6 billion by 2005, according to Soyatech
market research dated February 2001. The Company has purposely
avoided the vitamin category, where growth has been flat, as well
as the herbal category, which has experienced 15% to 25% declines
per year since the late nineties. The Company's products include
Naturade Total Soy, a full line of nutritionally complete meal
replacements available in several flavors of powders, ready-to-
drink products and bars, Naturade Low Carb protein boosters, Aloe
Vera 80 health and beauty care products and other niche dietary
supplements. The Company's products are sold in over 10,000
supermarkets and drug stores (e.g., Kroger, Fred Meyer, Safeway
and Albertson's, Longs Drug and Sav On Drug), mass merchants
(e.g., Wal*Mart and Kmart), club stores (e.g., Sam's Clubs and
Costco), natural food supermarkets (e.g., Whole Foods and Wild
Oats) and over 5,000 independent health food stores.

The Company's working capital decreased $181,693 from a deficit
$1,429,771 at December 31, 2002 to a deficit $1,611,464 at
September 30, 2003. This decrease was largely due to a decrease in
inventory as a result of a concentrated inventory reduction
program partially offset by a decrease in accounts payable and
borrowings on the Company's credit facility.

The Company's recent financial statements were prepared on a
going-concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of
business. At September 30, 2003, the Company has an accumulated
deficit of $21,982,924, a net working capital deficit of
$1,611,465 and a stockholders' capital deficiency of $2,991,001,
and has incurred recurring net losses. These factors, among
others, raise substantial doubt about the Company's ability to
continue as a going concern.

The financial statements do not include any adjustments that might
result from the outcome of this uncertainty. The Company's
independent auditors qualified their opinion on the Company's
December 31, 2002 financial statements by including an explanatory
paragraph in which they expressed substantial doubt about the
Company's ability to continue as a going concern.


NEW WORLD RESTAURANT: Completes Exchange Offer for 13% Sr. Notes
----------------------------------------------------------------
New World Restaurant Group, Inc. (Pink Sheets: NWRG.PK) announced
the completion of an exchange offer for all of the Company's
outstanding 13% senior secured notes due 2008.  The entire $160
million principal amount of 13% senior secured notes due 2008 were
tendered prior to the expiration of the exchange offer and
exchanged for an equal amount of New World's 13% senior secured
notes due 2008 that have been registered under the Securities Act
of 1933.

New World Restaurant Group (S&P, B- Corporate Credit Rating,
Negative) is a leading company in the quick casual sandwich
industry, the fastest-growing restaurant segment. The company
operates locations primarily under the Einstein Bros. and Noah's
New York Bagels brands and primarily franchises locations under
the Manhattan Bagel and Chesapeake Bagel Bakery brands. The
company's retail system currently consists of 455 company-owned
locations and 288 franchised and licensed locations in 32 states.
The company also operates a dough production facility and a coffee
roasting plant.


NICHOLAS-APPLEGATE: S&P Downgrades Class D Note Rating to BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
C notes issued by Nicholas-Applegate CBO II Ltd., an arbitrage CBO
transaction managed by Nicholas-Applegate Capital Management and
collateralized primarily by high-yield bonds.

At the same time, the rating is removed from CreditWatch, where it
was placed July 30, 2003. In addition, the rating on the class D
notes is affirmed and removed from CreditWatch, where it was also
placed July 30, 2003. The ratings on the class A and B notes are
also affirmed.
     
The lowered rating reflects factors that have negatively affected
the credit enhancement available to support the rated notes since
the transaction was originated in April 2001. These factors
include a decline in the weighted average coupon generated by the
fixed-rate assets within the collateral pool, and par erosion of
the collateral pool.
     
Standard & Poor's has generated cash flow runs for Nicholas-
Applegate CBO II Ltd. to determine the level of future defaults
the rated class can withstand under various stressed default
timing and interest rate scenarios, while still paying all of the
interest and principal due on the notes. After the results of
these cash flow runs were compared with the projected default
performance of the performing assets in the collateral pool, it
was determined that the rating assigned to the class C notes was
no longer consistent with the credit enhancement available,
resulting in the lowered rating.
     
Standard & Poor's will continue to monitor the future performance
of the transaction to ensure that the ratings assigned to the
notes remain consistent with the credit enhancement available.
   
       RATING LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
   
                  Nicholas-Applegate CBO II Ltd.
   
                            Rating
               Class   To             From
               C       BBB-           BBB/Watch Neg
   
       RATING AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE
   
                  Nicholas-Applegate CBO II Ltd.
   
                            Rating
               Class   To             From
               D       BB-            BB-/Watch Neg
   
                        RATINGS AFFIRMED
   
                  Nicholas-Applegate CBO II Ltd.
   
                         Class    Rating
                         A        AAA
                         B        A-


NORFOLK SOUTHERN CORP: Completes Voluntary Separation Program
-------------------------------------------------------------
Norfolk Southern Corporation (NYSE: NSC) expects to record a $107
million charge against fourth quarter 2003 earnings related to
completion of its voluntary separation program for non-agreement
employees.  

This would include a cash charge of $66 million and a non-cash
charge of $41 million for pension and other post-retirement
benefit accruals.

In announcing final numbers for the voluntary separation, the
company said that 4,317 non-agreement employees were eligible to
participate.  In total, 553 employees were approved for
separation, of which 314 were also eligible to retire under the
company's retirement plan.

The program, announced in September and effective October 31 for
most participants, offered severance pay of three weeks' salary
for each year of service, continued health insurance for one year
at no cost, and outplacement assistance for up to 90 days.

Norfolk Southern Corporation is one of the nation's premier
transportation companies. Its Norfolk Southern Railway subsidiary
operates 21,500 route miles in 22 states, the District of Columbia
and Ontario, serving every major container port in the eastern
United States and providing superior connections to western rail
carriers. NS operates the most extensive intermodal network in the
East and is the nation's largest rail carrier of automotive parts
and finished vehicles.

As of September 30, 2003, Norfolk Southern Corporation's balance
sheet shows a working capital deficit of $570 million compared to
a $554,000,000 deficit as of December 31, 2002.


NORTEL NETWORKS: Adjusts Ownership in Israeli JV with Koor Ind.
---------------------------------------------------------------
Nortel Networks (NYSE:NT)(TSX:NT) and Koor Industries (NYSE:KOR)
will reorganize their joint telecommunications activities in
Israel.

Under this reorganization, Nortel Networks will assume full
ownership of Nortel Networks Israel (Sales and Marketing) Ltd.,
its joint venture with Koor Industries, by acquiring the remaining
28 per cent ownership interest currently held directly and
indirectly by Koor Industries.

Nortel Networks Israel (Sales and Marketing) Ltd. is responsible
for sales, marketing and support of Nortel Networks products in
the Israeli market. Nortel Networks and Koor Industries will
continue to work together through research and development and
commercial agreements in Israel, mainly with Telrad Networks, a
Koor Industries subsidiary.

"Nortel Networks has enjoyed a strong and growing presence in the
European and Israeli markets for many years," said Steve Pusey,
president, EMEA (Europe, Middle East, Africa), Nortel Networks.
"This decision reinforces our commitment to this region. By
establishing 100 percent ownership in Nortel Networks Israel, we
are continuing to focus on growth markets with one of the
industry's most comprehensive solutions portfolios."

"Koor Industries and its portfolio companies have a long-standing
relationship with Nortel Networks in the local and international
markets, both through their joint investment in Nortel Networks
Israel (Sales and Marketing) Ltd. and through different
development and marketing partnerships," said Jonathan Kolber,
chief executive officer, Koor Industries. "We continue to work
with Nortel Networks on a global basis, including identifying new
and diverse areas for cooperation and mutual growth."

Koor Industries Ltd. is one of Israel's largest and leading
investment holding companies, focusing on high-growth,
internationally-oriented Israeli companies. Koor actively invests
in telecommunications through its holdings in ECI Telecom
(Nasdaq:ECIL) and wholly-owned Telrad Networks; in agrochemicals
through Makhteshim Agan Industries (TASE: MAIN); in defense
electronics through the Elisra Defense Group; and in promising
start-ups in the fields of telecommunication and life sciences
through Koor Corporate Venture Capital. Koor Industries is traded
on the Tel Aviv and New York Stock Exchanges.

Nortel Networks has been active in Israel for over 25 years.
Customers include Cellcom, the largest Israeli Wireless operator,
and Pelephone Telecommunications Ltd., which has deployed Nortel
Networks CDMA2000 1X solution. Nortel Networks enterprise voice
and data solutions are commonly found in Israel's largest
organizations, including government offices, banks, hi-tech
companies, insurance companies, industrial companies and Internet
Service Providers.

Nortel Networks (S&P, B Corporate Credit Rating, Stable) is an
industry leader and innovator focused on transforming how the
world communicates and exchanges information. The company is
supplying its service provider and enterprise customers with
communications technology and infrastructure to enable value-added
IP data, voice and multimedia services spanning Wireless Networks,
Wireline Networks, Enterprise Networks and Optical Networks. As a
global company, Nortel Networks does business in more than 150
countries. More information about Nortel Networks can be found on
the Web at http://www.nortelnetworks.com   


NORTHWEST AIRLINES: Flies 5.67BB Revenue Passenger Miles in Oct.
----------------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) announced a systemwide October
load factor of 78.5 percent, 3.4 points above October 2002.  
Northwest flew 5.67 billion revenue passenger miles and 7.22
billion available seat miles in October 2003, a traffic decrease
of 3.4 percent and a capacity decline of 7.6 percent versus
October 2002.

Northwest Airlines (S&P, B+ Corporate Credit Rating, Negative) is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,500 daily departures. With its travel partners,
Northwest serves nearly 750 cities in almost 120 countries on six
continents. In 2002, consumers from throughout the world
recognized Northwest's efforts to make travel easier. A
2002 J.D. Power and Associates study ranked airports at Detroit
and Minneapolis/St. Paul, home to Northwest's two largest hubs,
tied for second place among large domestic airports in overall
customer satisfaction. Readers of TTG Asia and TTG China named
Northwest "Best North American airline."

Visit Northwest's Web site at http://www.nwa.comfor more  
information on the Company.


NRG ENERGY: Court Approves Togut Segal as Chapter 11 Co-Counsel
---------------------------------------------------------------
The NRG Energy Debtors sought and obtained the Court's authority
to employ Togut, Segal & Segal LLP as their co-counsel in
connection with the prosecution of their Chapter 11 cases.

Previously, the Debtors employed Kirkland & Ellis as their
reorganization counsel.  According to Scott J. Davido, Senior
Vice President of NRG Energy, Inc., Kirkland & Ellis is doing a
fine job but the Debtors believe that a co-counsel is required
because there are matters which are not appropriately handled by
Kirkland & Ellis or which can be more efficiently handled by
Togut Segal.  The Debtors will direct which firm is to do the
work required, and both firms will carefully coordinate their
duties to prevent any unnecessary duplication of efforts.

The Debtors believe that rather than resulting in any extra
expense to the Debtors' estates, the efficient coordination of
efforts of counsel will greatly add to the progress and effective
administration of these Chapter 11 cases and will result in
overall lower costs to the estates.

Subject to annual adjustment in January, in accordance with Togut
Segal's billing practices, the rates to be charged by Togut Segal
for services to be rendered to the Debtors will  be the same
rates charged to other clients, which currently range from $550
to $675 per hour for partners, and $100 to $470 per hour for
paralegals and associates.

The Debtors have disclosed to the Court that there are
interrelationships among them.  However, these interrelationships
reflect that the Debtors' affairs are substantially intertwined
and that the Debtors' interests are substantially identical.  
Hence, the Debtors do not believe that their relationships to
each other and to their non-debtor affiliates pose any conflict
of interest in the Chapter 11 cases because of the general unity
of interests at all levels.

Albert Togut, senior member of Togut Segal, assures the Court
that Togut Segal does not hold or represent any interest adverse
to the Debtors' estates and is a "disinterested person," as that
phrase is defined in Section 101(14) of the Bankruptcy Code. (NRG
Energy Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


OVERHILL FARMS: Enters into New Long-Term Financing Package
-----------------------------------------------------------
Overhill Farms, Inc. (Amex: OFI) has extended and renegotiated
certain terms of its existing Senior Term Loans and Senior
Subordinated debt.

Under the terms of the renegotiated financing with the Company's
existing secured creditors, Levine Leichtman Capital Partners II,
L.P., and its affiliate, Pleasant Street Investors, LLC, the
maturity of the Company's two existing Senior Term Loans and its
Senior Subordinated debt has been extended to October 31, 2006.
Previously the Senior Term Loans were scheduled to mature on
November 30, 2003 and January 31, 2004 and the Senior Subordinated
debt on October 31, 2004.

In addition to the extended maturity dates, base interest rates
have been reduced on all existing loans, and $5 million of
additional financing has been provided. The annual interest rate
on the in-formula portion of the Senior Term "A" loan has been
reduced from 10% to 5.5%, and the principal balance has increased
from $17 million to $17.8 million. The annual interest rate on the
$5 million Senior Term "B" loan has been reduced from 15% to 12%.
The annual interest rate on the Senior Subordinated Note has been
reduced from 15% to 13.5%, and the principal balance has increased
from $24.7 million to $28.9 million.

The Company indicated that documentation relating to the financing
package, including additional terms and conditions, are to be
included as exhibits to a Form 8-K, which is to be filed with the
Securities and Exchange Commission and which should be reviewed in
conjunction with this press release.

The financing was completed without the issuance of any additional
equity incentives, and as such, there will be no additional
dilution to the shareholders as a result of the transaction.

In discussing the transaction, James Rudis, Overhill's Chairman
and Chief Executive Officer said, "We are very pleased to report
this restructured financing package. The benefits are clear. Our
annual cost of funds is expected to be reduced by $1.5 million,
and the extended terms allow us sufficient time to continue to
improve our financial condition. Additionally, the new financing
will provide additional working capital for growth and operating
improvements." Rudis added, "Over the last several months, we have
focused on improving our borrowing terms. During this process we
reviewed several interesting financing proposals. After
considering key factors, we believe the renegotiated financing
arrangements presented the best opportunities for our
shareholders. Levine Leichtman Capital Partners understands our
business and our prospects for the future, and we look forward to
a continued relationship."

Overhill Farms is a value added supplier of high quality frozen
foods to foodservice, retail, airline and health care customers.


OWENS CORNING: Asks Court to Expunge Deloitte's $2.7-Mill. Claim
----------------------------------------------------------------
J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, recounts that on August 10, 2001, Deloitte Consulting
filed an administrative claim against the Owens Corning Debtors in
which it sought not less than $2,700,000 on the theory that after
the Petition Date, the Debtors had converted Deloitte's
contributions to Debtors' HOMExperts home repair and inspection
business.  On February 5, 2002, Deloitte filed an adversary
complaint against the Debtors, asserting copyright infringement,
conversion, and postpetition use and benefit, seeking not less
than $2,000,000 in damages and administrative expenses.

The Debtors contested the Deloitte Administrative Claim and the
Deloitte Adversary Action.  The Debtors sought to dismiss the
Action.

The Debtors and Deloitte exchanged discovery requests, documents
and written responses, and commenced depositions.  After
considerable negotiations, the Debtors and Deloitte reached a
settlement resolving, without further litigation, Deloitte's
Claims related to HOMExperts, the Deloitte Administrative Claim,
and the Adversary Action.

Pursuant to the terms of the Settlement:

   (1) Deloitte was allowed an administrative expense claim for
       $350,000 to be paid on or before July 18, 2003;

   (2) Deloitte was allowed a general unsecured prepetition claim
       for $400,000 by reason of the matters asserted in the
       Deloitte Administrative Claim and the Deloitte Adversary
       Action against OCD, Integrex and HOMExperts LLC;

   (3) The Deloitte Adversary Action was automatically dismissed
       on June 18, 2003; and

   (4) Deloitte released the Debtors for all claims resolved
       under the Settlement.

Despite the terms of the Settlement and the Settlement Order,
Deloitte failed to withdraw the Deloitte Claim.

Accordingly, the Debtors object to the Deloitte Claim and ask the
Court to expunge it.  In the event the Court does not disallow
the Deloitte Claim, the Debtors demand strict proof of the amount
asserted. (Owens Corning Bankruptcy News, Issue No. 60; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


PACIFIC BAY CDO: Fitch Rates $17MM Preference Shares at BB-
-----------------------------------------------------------
Fitch has rated the following notes issued by Pacific Bay CDO,
Ltd. and Pacific Bay CDO Inc.:

     -- $315.0 million Class A-1 First Priority Senior Secured
        Floating Rate Notes rated 'AAA';

     -- $64.0 million Class A-2 Second Priority Senior Secured
        Floating Rate Notes rated 'AAA';

     -- $36.0 million Class B Third Priority Senior Secured
        Floating Rate Notes rated 'AA';

     -- $17.0 million Class C Mezzanine Secured Floating Rate
        Notes rated 'BBB';

     -- $17.0 million Preference Shares rated 'BB-'.

The ratings on the class A-1, A-2 and B notes address the timely
payment of interest and ultimate payment of principal as outlined
by the governing documents. The rating on the class C notes
addresses the ultimate payment of interest and principal. The
rating on the preference shares addresses the ultimate payment of
the initial Preference Share Rated Balance and the receipt of
payments resulting in a yield on the Preference Share Rated
Balance equivalent to 2% per annum. The 'AAA' rating on the class
A-2 notes also addresses the timely payment of interest on a
monthly basis.

The ratings are based upon the capital structure of the
transaction, the quality of the collateral, and the
overcollateralization and interest coverage tests provided for
within the transaction documents. Additionally, the ratings
address the experience and capabilities of Pacific Investment
Management Company LLC as the investment manager. PIMCO's
experience managing CDOs includes 25 cash flow CDOs, three of
which are backed by ABS collateral. PIMCO currently has a Fitch
ABS CDO composite asset manager rating of 1.9.

The proceeds of the notes will be used to purchase a diversified
investment portfolio consisting of approximately 60% in
residential mortgage-backed securities, 19% in commercial
mortgage-backed securities, 12% in asset-backed securities (ABS)
and 9% in collateralized debt obligations. The collateral
supporting the structure will have a maximum Fitch weighted
average rating factor of 4.50 ('BBB'/'BBB-'). The reinvestment
period will end no later than two years after the deal closing
date. The notes have a stated maturity of November 4, 2038. This
transaction includes a structural feature that will allow excess
interest, exceeding an equity cap of 14%, to be used to pay down
principal on the Class C notes. Upon the breach of a coverage test
as outlined in the security agreement, the notes will start the
process of paying down principal sequentially beginning with class
A-1 principal.

The investment manager, PIMCO, will purchase all investments for
the portfolio on behalf of the co-issuers, which are special
purpose companies incorporated under the laws of the Cayman
Islands and Delaware, respectively.


PACIFICARE HEALTH: Third-Quarter Results Show Better Performance
----------------------------------------------------------------
PacifiCare Health Systems, Inc. (NYSE: PHS) reported net income
for the third quarter ended September 30, 2003 was $67.5 million,
or $1.72 per diluted share. This is a 54% increase from reported
net income of $43.8 million, or $1.20 per diluted share, in the
third quarter of 2002. Earnings per diluted share rose 43% year-
over-year.

"With yet another quarter of significant operational improvement,
we're especially pleased with the fact that third quarter results
were driven by a 370 basis point reduction in our commercial
medical loss ratio compared with the same quarter last year," said
President and Chief Executive Officer Howard Phanstiel. "Along
with the continued successful management of our Medicare+Choice
business, the third quarter results demonstrated additional
positive momentum in our commercial business as we head into 2004.
In light of these outstanding results, we expect to overcome the
significant increase in our weighted average shares of stock
outstanding, largely related to our convertible debt, and are once
again raising our 2003 EPS guidance from $6.45 to $6.55 to a range
of $6.52 to 6.57."

                      Revenue and Membership

Third quarter 2003 revenue of $2.7 billion was 1% below the same
quarter a year ago, primarily due to an expected 10% decrease in
total medical membership. This was partially offset by significant
year-over-year increases in commercial revenue yields per member
per month of 17%, as well as increases in senior revenue yields
PMPM of 3%. Commercial membership at September 30, 2003 rose by
6,500 compared with the prior quarter, and was down 9% year-over-
year due mainly to the loss of the CalPERS account as of January
1st of this year. Medicare+Choice membership was down 12% from the
third quarter last year, primarily as a result of market exits and
benefit reductions that also became effective on January 1st.

Specialty and Other revenue grew 22% year-over-year, primarily due
to the continued strong performance of the company's pharmacy
benefit management subsidiary, Prescription Solutions.
Prescription Solutions' unaffiliated membership has risen by
693,000 (51%) over the third quarter of last year. PacifiCare
Behavioral Health's unaffiliated membership has grown by 350,000
members (24%) over the third quarter last year.
     
                       Health Care Costs

The consolidated medical loss ratio of 83.6% decreased 190 basis
points from the third quarter of 2002 and decreased 20 basis
points sequentially. The private sector MLR, which is composed of
commercial and Medicare Supplement members, decreased 360 basis
points year-over-year and 120 basis points sequentially to 82.7%.
The government sector MLR, which includes Medicare+Choice
membership, was down 30 basis points from the third quarter last
year and increased 90 basis points from the prior quarter, to
84.6%. However, after considering the changes to health care cost
estimates related to 2002 and earlier periods that benefited
earnings in the prior quarter, the third quarter MLR was flat
sequentially.

           Selling, General & Administrative Expenses

The SG&A expense ratio of 13.4% for the third quarter of 2003
increased by 20 basis points year-over-year, and was up 70 basis
points sequentially. The year-over-year increase in this ratio was
primarily the result of lower Medicare+Choice revenues related to
the reduction in senior membership. The sequential increase was
primarily due to increased expenditures related to the development
of new products, marketing and advertising, the write-off of
obsolete software and hardware and litigation expenses.

                      Other Financial Data

Medical claims and benefits payable totaled $1.04 billion at
September 30, 2003, which was comparable with the prior quarter,
while the IBNR component of MCBP increased slightly in the third
quarter. Days claims payable for the third quarter compared with
the second quarter decreased slightly to 42.4 days from 42.9 days.
After excluding the non-risk, capitated portion of the company's
business, days claims payable decreased less than one day, from
75.6 days to 74.8 days. "The slight overall decrease in days
claims payable reflects periodic payments made to capitated
providers in connection with contractual risk-sharing agreements,"
said Executive Vice President and Chief Financial Officer Gregory
W. Scott.

PacifiCare Health Systems (S&P, B Convertible Subordinated
Debenture Rating, Negative) is one of the nation's largest
consumer health organizations with more than 3 million health plan
members and approximately 9 million specialty plan members
nationwide.  PacifiCare offers individuals, employers and Medicare
beneficiaries a variety of consumer-driven health care and life
insurance products.  Currently, more than 99 percent of
PacifiCare's commercial health plan members are enrolled in plans
that have received Excellent Accreditation by the National
Committee for Quality Assurance (NCQA).  PacifiCare's specialty
operations include behavioral health, dental and vision, and
complete pharmacy and medical management through its wholly owned
subsidiary, Prescription Solutions.  More information on
PacifiCare Health Systems is available at
http://www.pacificare.com


PARAGON POLARIS: Dohan and Company Expresses Going Concern Doubt
----------------------------------------------------------------
Icoworks Inc. (formerly Paragon Polaris Strategies.com Inc.) is
engaged in the auction and asset realization business through its
investment in 56% of the outstanding stock of Icoworks Holdings,
Inc., a Nevada corporation.  

Icoworks Holdings is engaged in the asset realization business and
is a provider of a full and comprehensive range of auction,
liquidation and appraisal services to the industrial, oilfield,
commercial and office markets. Icoworks Holdings' business
operations have historically been based in Calgary, Alberta,
Canada and have recently been expanded to include a subsidiary
operation in Oakville, Ontario, Canada and, subsequent to the end
of its fiscal year, Premier Auctions based in Texas and Oklahoma.
Icoworks Holdings plans to expand its business, both through the
expansion of its traditional auction, liquidation and appraisal
services and through the acquisition of other businesses  engaged
in the asset realization business that complement Icoworks
Holdings' growth strategy. Icoworks Holdings also plans to enhance
its traditional services by the use of technology, including the
use of live internet auctions, online internet auctions and
technology-assisted auctions, in order to expand the scope of
potential purchasers for its asset realization business and to
facilitate auction transactions. Icoworks recently completed the
acquisition of Premier Auctions, a Texas and Oklahoma based
auction business specializing in the oil and gas industry on
August 29, 2003. Icoworks Holdings has also entered into an
agreement to acquire Santiago Classic Car Auctions, a New Mexico
based auction business specializing in classic automobiles.  

Dohan and Company, CPA.'s of Miami, Florida, the Company's
independent auditors have stated in their October 16, 2003
Auditors Report:  "[T]he Company has continued to incur operating
losses, has used, rather than provided, cash from operations and
has an accumulated deficit of $3,621,898. These factors, and
others, raise substantial doubt about the Company's ability   to
continue as a going concern. The ability of the Company to
continue operations is subject to its ability to secure additional
capital to meet its obligations and to fund operations."

At June 30, 2003, Paragon Polaris had cash of $448,404 and a
working capital deficiency of $1,562,863. Its working capital
deficiency is the result of a number of factors including the
expansion of operations and continuing losses. Management
anticipates that the Company will require additional funding in
order to achieve profitable operations and to implement its plan
of operations.  The amount due to joint venture and guarantees was
$2,449,626 at June 30, 2003. This amount was comprised of a
liability to the investors of the Icoworks Joint Venture bought
deal fund that was outstanding in the amount of $1,243,017 at June
30, 2003. The balance of $1,206,609 was comprised of amounts that
Paragon Polaris had guaranteed to receivers and consignors with
respect to goods to be auctioned by the Company where it has
guaranteed a minimum sales price to the receivers and consignors.
In these arrangements, the Company is at risk as to the ultimate
sales price of the goods to be sold. Accordingly, the goods that
are the subject of these arrangements are recorded by the Company
as inventory. As a result of the joint venture and guaranteed
arrangements, Paragon Polaris' inventory increased to $2,087,581
at June 30, 2003 from $9,695 at June 30, 2002. Cash provided by
operating activities was $392,114 during the year ended June 30,
2003, compared to cash used in operating activities in the amount
of $1,039,929 during the year ended June 30, 2002. The Company
experienced an increase in inventory in the amount of $2,077,886
during this period and an increase in accounts payable and accrued
liabilities in the amount of $717,860.

Management anticipates that the Company will require additional
financing in the amount of $500,000 over the next twelve months in
order to fund its shortfall in cash used in operating activities.


PETROLEUM GEO-SERVICES: Emerges from Chapter 11 Proceedings
-----------------------------------------------------------
Petroleum Geo-Services ASA (OSE: PGS; OTC: PGOGY) announced the
substantial consummation of, and the occurrence of the "Effective
Date" under, the Company's Modified First Amended Plan of
Reorganization, dated October 21, 2003.

As a result, the Company, which filed for Chapter 11 protection on
July 29, 2003, has now emerged from Chapter 11.

Pursuant to the Plan, the Company Wednesday issued $745,948,810 in
aggregate principal amount of 10% Senior Notes due 2010 and
$250,000,000 in aggregate principal amount of 8% Senior Notes due
2006 to its main creditors. The Company also entered into a new
term loan facility in the principal amount of $4,810,774 with
certain creditors that elected the Package A Distribution (as
defined in the Plan). In addition, the Company continues with its
discussions regarding the terms of a $70 million working capital
facility.

On or about November 6, 2003, the Company expects to distribute
61% of its new ordinary shares by crediting temporary, blocked
Norwegian custody accounts created by Nordea Bank Norge ASA for
the benefit of the Company's main creditors. Nordea will send
instructions regarding how to transfer the shares to an account
specified by each respective creditor. Once transferred, shares
may be converted to American Depositary Shares at the option of
the holder.

American Depositary Shares representing 5% of the Company's new
ordinary shares are expected to be distributed on or about
November 10, 2003 to the holders of the Company's outstanding
junior subordinated debentures.

As previously announced, the rights offering contemplated under
the Plan ended Wednesday. From on or about November 10 through 14,
2003, the Company expects to distribute the new ordinary shares
purchased in the Rights Offering (a total of 22.5% of the new
ordinary shares of the Company) and an additional 4% of the
Company's new ordinary shares to its existing shareholders
pursuant to the Plan. Cash proceeds from the Rights Offering are
expected to be distributed on or about November 14, 2003 to the
Company's main creditors. The Company also expects to distribute
Excess Cash (as defined in the Plan) to its creditors by the end
of November.

Trading in the Company's existing ordinary shares and
corresponding ADSs ended as of the end of business today in the
respective markets. The Company expects its new ordinary shares to
begin trading on the Oslo Stock Exchange on or about November 6,
2003, at a time that has yet to be determined. The new ADSs are
trading on a when-issued basis under the symbol PGEYV. Regular
trading will commence when the new ADSs are distributed.
****

Petroleum Geo-Services is a technologically focused oilfield
service company principally involved in geophysical and floating
production services. PGS provides a broad range of seismic- and
reservoir services, including acquisition, processing,
interpretation, and field evaluation. PGS owns and operates four
floating production, storage and offloading units (FPSO's). PGS
operates on a worldwide basis with headquarters in Oslo, Norway.
For more information on Petroleum Geo-Services visit
http://www.pgs.com  


PG&E NATIONAL: Noteholder Committee Hires Houlihan as Advisor
-------------------------------------------------------------
Houlihan Lokey Howard & Zukin is a nationally recognized
investment banking/financial advisory firm with nine offices
worldwide and more than 300 professionals.  Houlihan Lokey
provides investment banking and financial advisory services and
execution capabilities in a variety of areas, including financial
restructuring, where Houlihan Lokey is one of the leading
investment bankers and advisors to debtors, bondholder groups,
secured and unsecured creditors, acquirors, and other parties-in-
interest involved in financially distressed companies, both in
and outside of bankruptcy.

Houlihan Lokey has served as financial advisor in some of the
largest and most complex restructuring matters in the United
States, including serving as the financial advisor to the debtors
in the Chapter 11 proceedings of XO Communications, Inc., NII
Holdings, Inc. -- Nextel International, Covad Communications,
Inc., and AmeriServe Food Distribution, Inc.  The firm also
served as financial advisor to the official creditors' committees
in the Chapter 11 proceedings of Enron Corporation, Williams
Communications Group, Inc., WorldCom, Inc., and The Loewen Group,
Inc.

Before the Petition Date, Houlihan Lokey was retained by an ad
hoc group of holders of 10-3/8% Senior Notes due 2011.  Pursuant
to an engagement letter, the PG&E National Energy Group Debtors
agreed to be liable for all obligations owing to Houlihan Lokey.

Houlihan Lokey has been rendering services to the Ad Hoc Group
since October 2002.  As a result, Houlihan Lokey has gained an
intimate familiarity with the NEG Debtors, their operations,
capital structure, value and prospects as well as the obstacles
that must be overcome to reorganize the NEG Debtors' affairs.  
Houlihan Lokey has been actively and intimately involved in the
development of a restructuring transaction for the NEG Debtors at
the Petition Date and will continue until a reorganization plan
becomes effective.

The Ad Hoc Group dissolved on August 6, 2003.  The Noteholders'
Committee wants to continue the firm's engagement.  Committee
Chairperson Marlene Deleon explains that the resources,
capabilities, and experience of Houlihan Lokey in advising the
Noteholders' Committee are crucial to the representation of its
constituency's interests in the NEG Debtors' restructuring.  
Houlihan Lokey fulfills a critical need that complements the
services offered by the Committee's other restructuring
professionals.

Ms. Deleon relates that as a result of intense analyses and
negotiations in which Houlihan Lokey played a certain role, key
economic stakeholders in the NEG Debtors' cases have reached a
non-bonding agreement in principle concerning the major elements
of a reorganization plan.  Numerous issues, however, must be
addressed and resolved for the general agreement to translate
into a confirmable Plan that is acceptable to the Senior
Noteholders -- the larges single creditor constituency in the NEG
Debtors' cases.

Accordingly, the Noteholders' Committee sought and obtained the
Court's authority to retain Houlihan Lokey to continue serving as
its financial advisor and investment banker.  Houlihan Lokey will
continue:

    (a) evaluating the NEG Debtors' assets and liabilities and
        those of its affiliates and subsidiaries;

    (b) analyzing and reviewing the financial and operating
        statements of the NEG Debtors and affiliates;

    (c) analyzing business plans and forecasts;

    (d) evaluating all aspects of the NEG Debtors' near term
        liquidity, including all available financing alternatives;

    (e) providing specific valuation and other financial analyses
        as the Noteholders' Committee may require;

    (f) assessing the financial issues and options concerning a
        proposed "Transaction" or "Series of Transactions," which
        in each case may include:

        (1) any merger, consolidation, reorganization,
            recapitalization, business combination or other
            transactions, including a transaction pursuant to
            which the NEG Debtors is acquired by or combined with,
            any entity, provided that the acquisitions results in
            a comprehensive arrangement to restructure the 10-3/8%
            Senior Notes due 2011 of the NEG Debtors in the manner
            satisfactory to a majority of the Noteholders'
            Committee;

        (2) the acquisition, directly or indirectly, by an
            acquirer outside the NEG Debtors' ordinary course of
            business, in a transaction of substantially all of (i)
            the assets or operations  of the NEG Debtors, or (ii)
            the outstanding or newly issued shares of the NEG
            Debtors' capital stock, provided that the acquisition
            results in a comprehensive arrangement to restructure
            the Senior Notes in a manner satisfactory to a
            majority of the Noteholders' Committee;

        (3) the closing of any other sale, transfer or assumption
            of all or substantially all of the assets, liabilities
            or stock of the NEG Debtors, provided that the
            transaction results in a comprehensive arrangement to
            restructure the Senior Notes in a manner satisfactory
            to a majority of the Noteholders' Committee;

        (4) obtaining the requisite consents or acceptances form
            the Senior Notes holders to a restructuring/
            recapitalization either out-of-court or pursuant to a
            "pre-packaged" Plan, through a tender offer, exchange
            offer, consent solicitation or other process.  In
            connection with any transaction that involves an
            exchange offer under Section 3(a)(9) of the Securities
            Act of 1933:

              (i) the services to be provided by Houlihan Lokey
                  pursuant to its engagement will not include
                  services with respect to soliciting, directly or
                  indirectly, such exchange and accordingly no fee
                  payable to Houlihan Lokey pursuant to its
                  engagement will represent commission or other
                  remuneration for soliciting such an exchange;
                  and

             (ii) Houlihan Lokey's transaction fee will be earned
                  upon the commencement of a restructuring/
                  recapitalization either out-of-court or pursuant
                  to a pre-packaged Plan, through a tender offer,
                  exchange offer, consent solicitation or other
                  process, provided such transaction is
                  consummated within 120 days, and the terms are
                  substantially agreed to or by a majority of the
                  Noteholders' Committee;

        (5) the confirmation of any plan of reorganization or
            liquidation; or

        (6) the reinstatement, unimpairment or material credit
            enhancement of the Senior Notes as part of a
            comprehensive arrangement respecting the Senior Notes,
            including a conjunction with any other transaction
            involving the NEG Debtors;

    (g) preparing, analyzing and explaining any Transaction to
        various constituencies;

    (h) rendering all of the preceding services, as required by
        the Noteholders' Committee, with respect to the NEG
        Debtors' subsidiaries; and

    (i) providing testimony as necessary in connection with the
        preceding.

Houlihan Lokey's fees for its services are:

    -- A $175,000 monthly fee in advance, payable on the 18th day
       of each month; and

    -- Upon the consummation of a Transaction, Houlihan Lokey
       will be paid by the NEG Debtors an additional Transaction
       Fee based on the Aggregate Gross Consideration received by
       the Senior Noteholders.  The AGC is the cumulative total
       proceeds and other consideration paid to or received by
       the Senior Notes holders in connection with a transaction
       and all Transactions consummated on or before the date it
       is consummated, including, cash, notes, securities, and
       other property or payments made in installments.

       The Transaction Fee which is payable upon consummation of
       a Transaction (i) during the pendency of Houlihan Lokey's
       engagement, or (ii) within 12 months of the effective date
       Houlihan Lokey is retained, is calculated as:

           Cumulative AGC             Transaction Fee
           --------------             ---------------
           up to $300,000,000         $750,000 in cash

           above $300,000,000         0.50% of the incremental
                                      AGC, payable in cash, or at
                                      the option of the
                                      Noteholders' Committee, all
                                      or in part in kind
                                      consideration as received by
                                      the Senior Noteholders.

In addition to any fees that may be payable to Houlihan Lokey and
regardless of whether any transaction occurs, Houlihan Lokey will
be reimbursed for all reasonably incurred out-of-pocket expenses.

Additionally, the NEG Debtors will indemnify Houlihan Lokey
pursuant to indemnification provisions in the engagement letter,
subject to these conditions:

    (1) Houlihan Lokey will be indemnified for any claims arising
        from Houlihan Lokey's services provided for in the
        engagement letter, but not for any claim arising from
        postpetition performance of any other services not
        provided for in the engagement letter;

    (2) The NEG Debtors will have no obligation to indemnify
        Houlihan Lokey or provide contribution or reimbursement to
        the extent that any claim or expense is either:

          (i) judicially determined to have arisen from Houlihan
              Lokey's:

              * bad faith;

              * gross negligence;

              * willful misconduct;

              * breach or duty or loyalty, if any, which includes
                conflicts of interest and disinterestedness;

              * failure to render advise to the Noteholders'
                Committee in good faith on assessments of the
                facts known and the circumstances presented to
                Houlihan Lokey at the time of rendering their
                services; or

              * breach or express contractual duties with the
                Noteholders' Committee, including breach of duty
                to perform agreed upon services pursuant to the
                in the Engagement Letter;

         (ii) the violation is settled before a judicial
              determination, but determined by the Court to be a
              claim or expense for which Houlihan Lokey should
              not receive indemnity, contribution or
              reimbursement; and

        (iii) if, before the earlier of, the confirmation or
              closing of the NEG Debtors' Chapter 11 cases,
              Houlihan Lokey believes that it is entitled to the
              payment of any amounts by the NEG Debtors on account
              of the indemnification, including the advancement of
              defense costs, only at the Court's approval will the
              NEG Debtors pay Houlihan Lokey any such amounts.

H. Hardie, a director of Houlihan Lokey's Financial Restructuring
Group, discloses that, pursuant to the Engagement Letter, the NEG
Debtors paid $1,637,694 to the firm, which includes the monthly
fees for October 2002 through July 2003 aggregating $1,575,000
and reimbursement of expenses totaling $62,694.  On July 7, 2003,
the NEG Debtors paid Houlihan Lokey a $1,575,000 retainer.

Mr. Hardie attests that the firm does not hold or represent any
interest adverse to the NEG Debtors' estates and is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code. (PG&E National Bankruptcy News, Issue No.
8; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PILLOWTEX CORP: Earns Nod to Tap $120 Mil. DIP Financing Facility
-----------------------------------------------------------------
U.S. Bankruptcy Court Judge Walsh authorizes the Pillowtex Debtors
to obtain loans and other credit accommodations from Congress
Financial Corporation as Agent and the Lenders pursuant to the
terms and conditions set forth in the Existing Loan Agreement, as
ratified and amended by the Ratification Agreement and the First
Ratification Agreement in amounts as may be made available to the
Debtors by the Agent and Lenders.

The Court authorizes the Debtors to continue to perform and fully
comply with all of the terms and covenants of the Ratification
Agreement and the other Financing Agreements, and to execute,
deliver, perform and fully comply with all of the terms and
covenants of the First Ratification Amendment, which provides
that the Debtors:

   (a) ratify, reaffirm, extend, assume, adopt and amend the
       Existing Loan Agreement and the other Existing Financing
       Agreements to which they are a party; and

   (b) ratify, assume and adopt the other agreements, documents
       and instruments by and among the Debtors, Agent and
       Lenders and certain third parties, including the Blocked
       Account Agreements, dated May 24, 2002.

Judge Walsh also rules that:

   (a) The early termination fee is deemed valid, binding,
       enforceable, non-avoidable and not subject to challenge,
       claim, counterclaim, set-off or defense;

   (b) The extent, validity, perfection and enforceability of the
       Prepetition Debt owing to the Agent and Lenders and the
       Agent's prepetition liens upon and security interests in
       the Prepetition Collateral are for all purposes subject
       only to the rights of the Committee in the Debtors'
       Chapter 11 cases for a period of 120 days, commencing on
       the Petition Date, to file a complaint pursuant to
       Rule 7001 of the Federal Rules of Bankruptcy Procedure,
       seeking to invalidate, subordinate or otherwise challenge
       the debt or security interests or to pursue any claims
       against the Agent and Lenders arising from the Prepetition
       Debt or the Prepetition Collateral.  To the extent that no
       complaint is timely filed within the 120-day period or, if
       timely filed, is overruled, withdrawn or dismissed with
       prejudice:

          (1) the Prepetition Debt and the Agent's first priority
              security interests in and liens on the Prepetition
              Collateral will be recognized and allowed as valid,
              binding, in full force and effect, not subject to
              any claims, counterclaims, set-off or defenses,
              perfected and senior to all other liens upon and
              claims against the collateral, subject only to:

                 -- the first priority security interests in and
                    liens upon the Term Loan Priority Collateral
                    granted to Term Loan Agent, for the benefit
                    of itself and the other Term Loan Lenders, to
                    the extent set forth in the Intercreditor
                    Agreement; and

                 -- the Permitted Liens and claims expressly
                    entitled to priority; and

          (2) the Agent and Lenders will be released and
              discharged from all claims and causes of action
              related to or arising out of the Financing
              Agreements;

   (c) Effective as of the Petition Date, the Agent will have
       first priority security interests and liens, superior to
       all other creditors of the Debtors' estates, but subject
       to:

          (1) first priority security interests in and liens on
              the Term Loan Priority Collateral granted to the
              Term Loan Agent; and

          (2) the Permitted Liens and certain claims entitled to
              priority upon substantially all of the existing and
              future assets and properties of Debtors.

       The Collateral will not include causes of action under   
       Chapter 5 of the Bankruptcy Code;

   (d) The Term Loan Agent is granted a replacement lien on the
       Collateral to the extent of any diminution in the value of
       the Term Loan Agent's and Term Loan Lenders' prepetition
       liens and security interests in that Collateral, which
       replacement lien will be junior and subordinate to the
       liens and security interest granted to the Agent in the
       Collateral;

   (e) The Agent's security interests in and liens on the
       Collateral will be subject to:

          (1) first priority security interests in and liens on
              the Term Loan Priority Collateral granted to the
              Term Loan Agent to the extent set forth in the
              Intercreditor Agreement;

          (2) the liens on the Prepetition Collateral, provided,
              that:

                 -- the liens are valid, perfected and non-
                    avoidable in accordance with applicable law;
                    and

                 -- the foregoing is without prejudice to the
                    rights of the Debtors, the Committee or any
                    other party-in-interest, including the Agent
                    and Lenders, to object to the allowance of
                    any liens or institute any actions or
                    adversary proceedings with respect thereto --
                    Permitted Liens; and

          (3) the fees of the Clerk of the Bankruptcy Court for
              the District of Delaware and the Office of the U.S.
              Trustee and the Professional Fee Carve-Out;

   (f) The Debtors, the Agent and Lenders are authorized to
       implement, in accordance with the terms of the Financing
       Agreements, any amendments to any of the Financing
       Agreements without further Court Order provided:

          (1) the amendment does not constitute a material change
              to the terms of the Financing Agreements; and

          (2) copies of the amendment must be served on counsel
              for the Committee and the U.S. Trustee.  

       To be effective, any amendment that constitutes a material   
       change must be approved by the Court;

   (g) The Debtors are authorized to:

          (1) continue the existing blocked account arrangements
              in favor of the Agent and Lenders with the Blocked
              Account Banks pursuant to the Blocked Account
              Agreements;

          (2) deposit or remit, in kind, immediately to the
              Agent, all funds, checks, credit card drafts,
              credit card sales or charge slips or receipts and
              any other payments received from account debtors
              and other parties, now or hereafter obligated to
              pay for inventory or other property of the Debtors'
              estates into the Blocked Accounts;

          (3) instruct all parties in possession of funds, claims
              or other payments for the Debtors' account to remit
              the payments to the Blocked Accounts; and

          (4) enter into agreements as may be necessary to
              effectuate the foregoing;

   (h) The Debtors are directed to pay or reimburse the Agent for
       all present and future costs and expenses without further
       Court Order;

   (i) The automatic stay provisions of Section 362 of the
       Bankruptcy Code are vacated and modified to the extent
       necessary to permit the Agent and Lenders to implement the
       terms and conditions of the Financing Agreements;

   (j) The Agent and Lenders are granted an allowed superpriority
       administrative claim in accordance with Section 364(c)(1)
       having priority in right of payment over any and all other
       obligations, liabilities and indebtedness of the Debtors;

   (k) On the occurrence of an Event of Default, the Agent's
       security interests in and liens on any of the Collateral
       will be subordinate only to:

          (1) the fees and expenses of the Clerk of Court and the
              Office of the U.S. Trustee; and

          (2) the amount of any unpaid fees and expenses
              ultimately awarded or allowed by the Court pursuant
              to Sections 326, 328, 330 or 331 of the Bankruptcy
              Code -- Allowed Professional Fees -- to the
              professionals of the Debtors or the Committee
              retained by the Court Order pursuant to Sections
              327 and 1103 less the amount of any retainers, held
              by each Professional, in an aggregate amount not to
              exceed, on a cumulative, aggregate basis,
              $2,130,000 -- the Professional Fee Carve-Out --
              which will consist of:

                 -- a carve-out not to exceed, on a cumulative
                    aggregate basis, $1,830,000 for the
                    Professional Fees of the Professionals
                    retained by the Debtors and the Professionals
                    retained by the Committee; and

                 -- a carve-out not to exceed, on a cumulative
                    aggregate basis, $300,000 for the monthly
                    Professional Fees of Credit Suisse First
                    Boston engagement letter with the Debtors if
                    and to the extent approved by the Court;

   (l) The Debtors will not sell, transfer, lease, encumber or
       dispose any portion of the Collateral without the prior
       written consent of the Agent and Lenders, except for:

          (1) sales of the Debtors' inventory in the ordinary
              course of their business;

          (2) other sales or dispositions expressly authorized by
              the Loan Agreement;

          (3) sales or dispositions of Term Loan Priority
              Collateral that do not require consent of the Agent
              or Lenders pursuant to Section 2.7 of the
              Intercreditor Agreement;

   (m) No costs or expenses of administration, which have or may
       be incurred in the Debtors' Chapter 11 cases at any time
       will be charged against the Agent and Lenders, their
       claims, or the Collateral pursuant to Section 506(c)
       without the prior written consent of the Agent.

       However, it is provided that all proceeds of the
       authorized sales must be remitted to the Agent for
       application against the outstanding Obligations in
       accordance with the Financing Agreements.

                   First Ratification Amendment

Section 6 of the Ratification Agreement is amended and restated
to read in its entirely as:

   "6. DIP FACILITY FEE.

    Borrowers shall pay Agent, or Agent, at its option, may   
    charge the account of Borrowers maintained by Agent, a
    closing fee in respect of the financing provided by Agent and
    Lenders to Borrowers in the Chapter 11 Cases pursuant to the
    Loan Agreement and the other Financing Agreements, in the
    amount of $500,000, which shall be fully earned and payable
    as follows: (A) $250,000 on August 1, 2003 and (B) $250,000
    on September 1, 2003; provided, that Agent reserves the right
    to require Borrowers to pay Agent (or, at Agent's option, to
    charge the account of Borrowers maintained by Agent) an
    additional closing fee in an amount satisfactory to Agent in
    the event that such financing is extended in accordance with
    the Loan Agreement to a date subsequent to October 31, 2003;
    provided, further, that no such additional closing fee shall
    be payable by Borrowers (or charged to Borrowers' account) in
    the event that the Maturity Date is extended to November 15,
    2003 solely for the purpose of closing an Asset Sale in
    accordance with Section 13.1 (a) of the Loan Agreement (as
    amended by this Ratification Agreement).  Such fee (and any
    such additional closing fees) shall constitute part of the
    Obligations, and any unpaid portions of such fees shall be
    due and payable in full on the date of the payment in full of
    all other Obligations in cash or other immediately available
    funds."

Section 7.25 of the Ratification Agreement is amended and
restated to read in its entirety as:

   "7.25 Early Termination Fee.  

    The first sentence of Section 13.1(C) of the Loan Agreement
    is hereby amended by (a) deleting the reference to 'Maturity
    Date' therein and substituting 'May 24, 2005' therefore, and  
    (b) deleting the reference to 'one-half (1/2%) percent of the
    Maximum Credit' therein and substituting '$100,000'
    therefor."

Section 7.27 of the Ratification Agreement is amended and
restated to read in its entirety as:

   "7.27 Term.

    Section 13.1 (a) of the Loan Agreement is hereby deleted in
    its entirety and the following substituted therefor:

    '(a) This Agreement and the other Financing Agreements shall
    . . . continue in full force and effect [through November 15,
    2003.'"

                         *    *     *

        Terms of the Proposed Post-Petition Facility

The principal terms of the Loan Agreement are:

    (a) Maximum Borrowing Availability.  The Agent and Lenders
        will provide a $120 million postpetition financing
        facility, of which $30 million may be used for letters of
        credit.  The aggregate amount of loans and letters of
        credit at any time outstanding under the Loan Agreement
        may not exceed the lesser of:

           (i) $120 million, and

          (ii) the Borrowing Base.

        The Prepetition Debt will be treated as outstanding under
        the Loan Agreement.  Based on Pillowtex's estimates of
        the Borrowing Base as of July 30, 2003, taking into
        account the Prepetition Debt in the approximate amount of
        $98 million, approximately $17 million of additional loans
        and letters of credit would be available under the Loan
        Agreement.

    (b) Borrowing Base.  The Borrowing Base is an amount
        determined by a formula of specified percentages of the
        value of various types of Pillowtex's accounts
        receivables and inventory, reduced by the amount of the
        Special Reserve and other reserves.  The formula, which is
        fully defined in the Loan Agreement, provides that the
        Borrowing Base is equal to:

           (i) the sum of:

               (A) 85% of the Net Amount of the Eligible Accounts
                   of Borrowers and PT Canada, plus

               (B) the lesser of:

                   (1) $60 million, reduced by $5 million each
                       Monday following the date of the
                       Ratification Agreement, and

                   (2) the sum of:

                       (x) 50% of the Value of Eligible Inventory
                           of Borrowers and PT Canada consisting
                           of raw materials, plus

                       (y) 50% of the Value of Eligible Inventory
                           of Borrowers and PT Canada consisting
                           of work-in-process, plus

                       (z) 57% of the Value of Eligible Inventory
                           of Borrowers and PT Canada consisting
                           of finished goods, minus

          (ii) the Special Reserve and other reserves.

    (c) Reserves.  The Special Reserve will initially be in an
        amount equal to $35 million and will be reduced to $25
        million if, within five business days Pillowtex files a
        motion with the Court to sell its assets to GGST
        LLC or one of its affiliates or any similar transaction
        with another buyer on substantially similar terms.  In
        addition, a reserve in an amount equal to the Professional
        Fee Carve-Out will be established.  Finally, Agent will
        retain the right to establish additional reserves that
        Agent may deem appropriate in its sole discretion.

    (d) Budget and Use of Proceeds.  Proceeds may only be used to
        pay expenses in accordance with the Budget.  The Budget
        provides for the projected weekly expenses of Pillowtex's
        liquidation through the Maturity Date by specified
        line items.  It will be an Event of Default under the Loan
        Agreement if:

           (i) on a rolling basis, commencing with the week ending
               as of August 10, 2003 and as of the end of each
               second week thereafter, the actual aggregate weekly
               operating cash disbursements as of the end of any
               such week -- on a cumulative basis together with
               each previous week -- exceed the projected
               aggregate weekly operating cash disbursements as of
               the end of any such week set forth on the Budget --
               on a cumulative basis together with each previous
               week;

          (ii) the actual aggregate weekly operating cash
               disbursements relating to any individual line item
               of the Budget that is a component of the aggregate
               operating cash disbursements for the first two
               weeks after the date of the Ratification Agreement
               exceed the projected aggregate weekly operating
               cash disbursements for such individual line item
               for such two weeks set forth on the Budget by more
               than 25% of the amount thereof for such two weeks
               in the aggregate; and

         (iii) on a rolling basis, commencing with the week ending
               as of August 24, 2003 and as of the end of each
               second week thereafter, the actual aggregate weekly
               operating cash disbursements relating to any
               individual line item of the Budget that is a
               component of the aggregate operating cash
               disbursements as of the end of any such week -- on
               a cumulative basis together with each previous week
               -- exceed the projected aggregate weekly operating
               cash disbursements for such individual line item as
               of the end of any such week set forth on the Budget
               -- on a cumulative basis together with each
               previous week -- by more than 15% of the amount
               thereof as of the end of any such week.

        It will also be Event of Default under the Loan Agreement
        if the actual aggregate amount of outstanding loans and
        letters of credit as of August 15, 2003, August 31, 2003,
        September 15, 2003 and September 30, 2003 exceeds by more
        than $5 million the projected amount for such outstanding
        loans and letters of credit in the Budget for the week
        including any such date.

    (e) Weekly Committed Amounts.  To help ensure payment of
        foreseeable expenses incurred but not paid prior to any
        Default or Event of Default, the Loan Agreement will
        provide that, on Friday of each week, Agent may, at its
        option, establish a reserve in an amount equal to the
        lesser of:

           (i) the aggregate weekly cash disbursements for the
               following week as set forth in the Budget plus the
               amount equal to the percentage variance permitted
               for such disbursements in Section 5.3(b) of the
               Ratification Agreement for such week, and

          (ii) the Excess Availability of Borrowers immediately
               prior to giving effect to the establishment of such
               reserve, which amount will be attributable to the
               cash disbursements for such week as set forth in
               the Budget.

        As payments for such disbursements become due, Agent will,
        at Borrowers' request, make Loans to Borrowers in an
        amount equal to such disbursement for the payment thereof
        to the extent that Agent has established a reserve for
        such disbursement or category of disbursement -- whether
        or not a Default or Event of Default exists or has
        occurred at such time -- as determined by Agent.

    (f) Interest Rate.  Interest will accrue at a rate per annum
        equal to:

           (i) the Prime Rate plus 1 % -- increasing to 3%
               following an Event of Default -- for Prime Rate
               Loans, and

          (ii) the Adjusted Eurodollar Rate plus 2 3/4% --
               increasing to 4 3/4% following an Event of Default
                -- for Eurodollar Rate Loans made prior to the
                date of the DIP Credit Facility.

        The Loan Agreement will not provide for new Eurodollar
        Rate Loans.

    (g) Fees.  The Loan Agreement provides for these fees:

           (i) a letter of credit fee, payable monthly, will
               accrue on the daily outstanding balance of letters
               of credit at a rate of 2 1/2% per annum, increasing
               to 4 1/2% following an Event of Default;

          (ii) a commitment fee, payable monthly, will accrue on
               the unused commitment under the Loan Agreement at a
               rate of 1/2% per annum;

         (iii) a servicing fee of $5,000 will be payable monthly;
               and

          (iv) a closing fee equal to the greater of:

               (A) $500,000, and

               (B) the sum of the following amounts earned and
                   payable as:

                   $250,000 on August 1, 2003
                   $250,000 on September 1, 2003
                   $125,000 on October 1, 2003.

        In addition, the Existing Loan Agreement provided for a
        termination fee equal to 1/2% of the Maximum Credit
        thereunder, payable on the effective date of the
        termination of the Existing Loan Agreement.  Pursuant to
        the Ratification Agreement, this termination fee is fixed
        at $1 million.

    (h) Maturity Date.  The Loan Agreement will terminate, and all
        amounts outstanding thereunder will become due, on
        October 15, 2003.

    (i) Collateral.  The obligations under the Loan Agreement --
        including the Prepetition Debt -- will be secured by valid
        and perfected security interests and liens in and upon
        substantially all of the existing and future assets and
        properties of Debtors, including Pillowtex's claims and
        causes of actions arising under Sections 544, 545, 547,
        548, 549, 550, 551 and 553 of the Bankruptcy Code.
        Agent's and Lenders' security interests and liens will be
        subject only to:

           (i) the Term Loan Lenders' security interests in and
               liens upon the Term Loan Priority Collateral;

          (ii) certain permitted prepetition liens provided that
               (A) such liens are valid, perfected and
               non-avoidable in accordance with applicable law and
               (B) the foregoing is without prejudice to the
               rights of Debtors, the Committee or any other party
               in interest, including Agent and Lenders, to object
               to the allowance of any such liens or institute any
               actions or adversary proceedings with respect
               thereto -- the Permitted Liens; and

         (iii) the fees of the Clerk of Court and the Office of
               the United States Trustee and the Professional Fee
               Carve-Out.

    (j) Priority.  Agent and Lenders will be granted an allowed
        super-priority administrative claim in accordance with
        Section 364(c)(1) of the Bankruptcy Code having priority
        in right of payment over any and all other obligations,
        liabilities and indebtedness of Pillowtex, now in
        existence or hereinafter incurred by Pillowtex and over
        any and all administrative expenses or priority claims of
        the kind specified in, or ordered pursuant to, Sections
        105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b)
        and 726 of the Bankruptcy Code, subject only to the fees
        of the Clerk of Court and the Office of the United States
        Trustee and the Professional Fee Carve-Out.

    (k) Professional Fee Carve-Out.  After the occurrence of a
        Default or an Event of Default, Agent's security interests
        and liens will be subordinated only to:

           (i) the fees of the Clerk of Court and the United
               States Trustee, and

          (ii) the unpaid fees and expenses, whether incurred
               before or after the occurrence of the Default or
               Event of Default -- or, in the case of Credit
               Suisse First Boston, Pillowtex's financial
               advisors, only to extent incurred before the
               occurrence of a Default or Event of Default -- in
               the amount allowed by the Court pursuant to
               Sections 326, 330 or 331 of the Bankruptcy Code of
               the professionals retained by Pillowtex or the
               Committee pursuant to Sections 327, 328 or 1103 of
               the Bankruptcy Code, less the amount of any
               retainers then held by the professionals.

        The amount of the carve-out for allowed professional fees
        will not exceed in the aggregate $2,130,000, which will
        consist of:

           (i) a carve-out in an amount not to exceed $1,700,000
               for Pillowtex's professionals -- other than
               CSFB,

          (ii) a carve-out in an amount not to exceed $300,000 for
               monthly fees of CSFB under the terms of its
               engagement letter with Pillowtex,

         (iii) a carve-out in an amount not to exceed $130,000 for
               the Committee's professionals.

    (l) Repayment of Obligations.  Subject to the Intercreditor
        Agreement, Agent will apply the proceeds of the Collateral
        or any other amounts received by Agent and Lenders in
        respect of the Obligations to the Prepetition Debt until
        it is paid and satisfied in full and then to the
        Postpetition Obligations of Pillowtex to the Agent and
        Lenders.

    (m) Adequate Protection.  In accordance with Sections 552(b)
        and 361 of the Bankruptcy Code, the value, if any, in any
        of the Collateral, in excess of the amount of the
        Obligations secured by the Collateral after satisfaction
        of the Postpetition Obligations, will constitute
        additional security for the repayment of the Prepetition
        Debt and adequate protection for the use and the
        diminution in the value of the Collateral.  In addition,
        in accordance with the Intercreditor Agreement, the Term
        Loan Agent and the Term Loan Lenders will receive a
        replacement lien on the Collateral -- other than the Term
        Loan Priority Collateral -- to the extent of any
        diminution in the value of the prepetition liens and
        security interests of the Term Loan Agent and the Term
        Loan Lenders in such Collateral, which replacement lien
        will be junior and subordinate to the liens and security
        interests granted to Agent in such Collateral.

    (n) Asset Sales. Borrowers and Guarantors will not sell or
        otherwise dispose of any portion of the Collateral outside
        the ordinary course of their businesses for, among other
        things:

           (i) the sale of Inventory to customers pursuant to
               purchase orders for such customers consistent with
               the past practices of any such Borrower or
               Guarantor, or, if not consistent with past
               practices, so long as each such sale in any one
               transaction or related group of transactions to any
               one customer does not involve Inventory having an
               aggregate value at cost in excess of $500,000 or a
               sales price in excess of $500,000, provided that,
               as of the date of any such sale of Inventory and
               after giving effect thereto, no Default or Event of
               Default exists or has occurred and is continuing;

          (ii) the sale of Equipment so long as each such sale in
               any one transaction or related group of
               transactions does not involve Equipment having an
               aggregate fair market value in excess of $250,000
               or a sales price in excess of $250,000, provided
               that:

               (a) the sales price for each such sale is equal to
                   or exceeds 80% of the forced liquidation value
                   of such Equipment as set forth in the most
                   recent appraisal with respect thereto received
                   by Agent, and

               (b) as of the date of any such sale of Equipment
                   and after giving effect thereto, no Default or
                   Event of Default exists or has occurred and is
                   continuing;

         (iii) as specifically consented to by the Agent in its
               sole discretion; or

         (iv) as permitted or required by any order of the Court
              or the Superior Court of Justice of Ontario to which
              Agent has consented in writing.

    (o) Events of Default.  The Loan Agreement contains Events of
        Default customarily found in debtor in possession
        financings, including:

           (i) non-compliance with the Financing Order;

          (ii) non-compliance with covenants in the Loan
               Agreement, including variances from the Budget in
               excess of the agreed percentages or amounts;

         (iii) material adverse change;

          (iv) conversion of these Chapter 11 Cases to Chapter 7
               cases or dismissal of any such cases;

           (v) grant of alien in any property of any Borrower or
               Guarantor, or the grant or allowance of an
               administrative expense claim that is superior or
               ranks in parity with Agent's liens in the
               Collateral, in each case other than as permitted by
               the Financing Order or the Ratification Agreement;

          (vi) modification, reversal, revocation, stay or
               amendment of the Financing Order; and

         (vii) appointment of a trustee pursuant to Sections
               1104(a)(1) or 1104(a)(2) of the Bankruptcy Code or
               of an examiner with special powers. (Pillowtex
               Bankruptcy News, Issue No. 54; Bankruptcy
               Creditors' Service, Inc., 609/392-0900)    


PMA CAPITAL: Fitch Downgrades Senior Debt Rating to B+ from BB+
---------------------------------------------------------------
Fitch Ratings has downgraded the senior debt rating of PMA Capital
Corp. to 'B+' from 'BB+'.

In addition, the insurer financial strength rating of the PMA
Capital Insurance Company has been downgraded to 'BB+' from
'BBB+', and the IFS ratings of the primary insurance subsidiaries,
listed below, have been downgraded to 'BBB-' from 'BBB+'. All
ratings have been placed on Rating Watch Negative.

This rating action follows the announcement of a $150 million pre-
tax reserve charge announced by PMA Capital that stemmed from
deficient casualty business reserves in the reinsurance operations
for accident years 1997-2000. Fitch currently has concerns
regarding capitalization levels at PMA Capital, as this charge
will cause a material reduction in statutory surplus. Following
this charge, Fitch also has concerns regarding the company's
ongoing competitive position within the reinsurance sector given
current credit ratings.

Additional consideration was given to the company's announcement
that it is exploring strategic initiatives and that the company is
currently engaged in discussions with the Pennsylvania Insurance
Department regarding the operations of its insurance subsidiaries.
These items, in conjunction with the reserve charge, provide
rationale for the Rating Watch. Once both the strategic review and
regulatory discussions are finalized, the Rating Watch status will
be addressed.

Entity/Issue/Type Action Rating/Outlook -- Insurer financial
strength PMA Capital Insurance Company Downgrade to 'BB+' from
'BBB+'; Manufacturers Alliance Insurance Co. Downgrade to 'BBB-'
from 'BBB+'; Pennsylvania Mfgs. Association Ins. Co. Downgrade to
'BBB-' from 'BBB+'; Pennsylvania Manufacturers Indem. Co.
Downgrade to 'BBB-' from 'BBB+'. -- Senior Debt PMA Capital Corp.
Downgrade to 'B+' from 'BB+'.


PNC MORTGAGE: Classes B-6/B-8 of Series 1999-CM1 Rated at B+/B-
---------------------------------------------------------------
Fitch upgrades PNC Mortgage Acceptance Corp.'s Commercial Mortgage
Pass-Through Certificates, Series 1999-CM1 as follows:

     $39.9 million class A-2 to 'AA+' from 'AA';

     $34.2 million class A-3 to 'A+' from 'A';

     $13.3 million class A-4 to 'A' from 'A-';

     $24.7 million class B-1 to 'BBB+' from 'BBB'; and

     $9.5 million class B-2 to 'BBB' from 'BBB-'.

In addition, Fitch affirms the following classes:

     $84.8 million class A-1A, $433.7 million class A-1B, and           
          interest-only class S at 'AAA';

     $10.5 million class B-6 at 'B+'; and

     $5.7 million class B-8 at 'B-'.

Fitch does not rate classes B-3, B-4, B-5, B-7, C, and D
certificates.

The rating upgrades reflect the increased credit enhancement and
improved overall loan performance since issuance.

Midland Loan Services, the master servicer, collected year-end
2002 financials for 98% of the pool balance. Based on the
information provided, the resulting YE 2002 weighted average debt
service coverage ratio increased to 2.36 times compared to 1.47x
at issuance. The top five loans (20.1%) DSCR increased to 1.52x
from 1.43x at issuance.

Currently, two loans (0.32%) are in special servicing. The largest
loan is secured by a 386-unit self storage property in Midland,
Texas and is currently 30 days delinquent. The borrower is making
improvements to modernize the property. The other specially
serviced loan is secured by a 32-unit apartment complex in
Phoenix, AZ and is currently 90 days delinquent. Five loans
(2.58%), ranging in size from $6.1 million to $1.6 million,
reported YE 2002 DSCR's below 1.00x.

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


PREMCOR INC: Prices New Senior & Senior Subordinated Notes
----------------------------------------------------------
Premcor Inc. (NYSE: PCO) announced that its wholly-owned
subsidiary, The Premcor Refining Group Inc., has priced an
offering of $385 million in aggregate principal amount of Senior
Notes and Senior Subordinated Notes at par under the following
terms:

    -- $210 million of Senior Notes due 2011 at 6.75%; and

    -- $175 million of Senior Subordinated Notes due 2012 at
       7.75%.

The Notes are offered to qualified institutional buyers pursuant
to Rule 144A of the Securities Act of 1933 and outside the United
States in compliance with Regulations S.  The offering is expected
to close on November 12, 2003, subject to customary conditions.  
PRG intends to use the gross proceeds to redeem its outstanding 8-
3/8% Senior Notes due 2007, 8-5/8% Senior Notes due 2008 and 8-
7/8% Senior Subordinated Notes due 2007.

The securities have not, and will not, be registered under the
Securities Act of 1933, as amended, or any state securities laws,
and unless so registered, may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable
state laws.

Premcor Inc. (S&P, BB- Senior Unsecured Debt Rating, Negative) is
one of the largest independent petroleum refiners and marketers of
unbranded transportation fuels and heating oil in the United
States.


RADIO UNICA: Seeks Go-Signal to Hire Skadden Arps as Attorneys
--------------------------------------------------------------
Radio Unica Communications Corp., and its debtor-affiliates are
asking the U.S. Bankruptcy Court for the Southern District of New
York to approve their application to hire Skadden, Arps, Slate,
Meagher & Flom LLP as their attorneys.

Since August, Skadden, Arps has performed extensive legal work for
the Debtors in connection with their ongoing restructuring
efforts.  In connection with its representation Skadden Arps has
become familiar with the Debtors' business affairs and many of the
potential legal issues that may arise in the context of the
Debtors' chapter 11 cases.

The services of attorneys under a general retainer are necessary
to enable the Debtors to execute faithfully their duties as
debtors-in-possession.

As Counsel to the Debtors, Skadden Arps will be required to:

  a. advise Debtors with respect to corporate transactions and
     corporate governance;

  b. negotiate, review appropriate documents, and prepare any
     agreements with creditors, equity holders, prospective
     acquirers and investors;

  c. review and prepare pleadings, make court appearances and
     take such other actions as are deemed necessary and
     desirable;

  d. advise and consult on the conduct of the cases, including
     all of the legal and administrative requirements of
     operating in chapter 11;

  e. initiate, prosecute and/or defend litigation that may arise
     during the course of the cases, as to which there is no
     disqualifying conflict;

  f. consult with the Debtors concerning the confirmation of
     their plan of liquidation, as the same may be modified;

  g. review and advise the Debtors with respect to claims;

  h. analyze, recommend, prepare, and bring any causes of action
     created under the Bankruptcy Code, as appropriate;

  i. take all steps necessary and appropriate to bring the cases
     to a conclusion;

  j. advise and consult with the Debtors regarding the
     implementation of the Asset Purchase Agreement and the
     evaluation and negotiation of any competing proposals; and

  k. perform the full range of services normally associated with
     matters such as this which the Firm is in a position to
     provide.

J. Gregory Milmoe, Esq., relates that his firm will bill its
hourly rates which range from:

     partners and of-counsel             $495 - $725 per hour
     associates and counsel              $240 - $485 per hour
     legal assistants and support staff  $80 - $195 per hour

Headquartered in Miami, Florida, Radio Unica Communications Corp.,
the only national Spanish-language AM radio network in the U.S.,
broadcasting 24-hours a day, 7-days a week, filed for chapter 11
protection on October 31, 2003 (Bankr. S.D. N.Y. Case No. 03-
16837).  Bennett Scott Silverberg, Esq., and J. Gregory Milmoe,
Esq., at Skadden Arps Slate Meagher & Flom, LLP represent the
Debtors in their restructuring efforts. When the Company filed for
protection from its creditors, it listed $152,731,759 in total
assets and $183,254,159 in total debts.


RESIDENTIAL ACCREDIT: Fitch Lowers & Affirms Note Class Ratings
---------------------------------------------------------------
Fitch Ratings has downgraded 2 classes and affirmed 13 classes for
the following Residential Accredit Loan mortgage-pass through
certificates:

Residential Accredit Loans, Inc. Mortgage Asset Backed Pass-
Through Certificates, Series 1999-QS10

     --Class A-2, A-3, A-P affirmed at 'AAA';
     --Class M-1 affirmed at 'AAA';
     --Class M-2 affirmed at 'AA';
     --Class M-3 affirmed at 'BBB';
     --Class B-1 affirmed at 'BB';
     --Class B-2 downgraded to 'C' from 'CCC '.

Residential Accredit Loans, Inc. Mortgage Asset Backed Pass-
Through Certificates, Series 2000-QS5

     --Class A-4, A-P affirmed at 'AAA'
     --Class M-1 affirmed at 'AAA'
     --Class M-2 affirmed at 'AAA'
     --Class M-3 affirmed at 'A'
     --Class B-1 affirmed at 'BB-'
     --Class B-2 downgraded to 'D' from 'C '

The downgrade action is taken due to the class experiencing
realized losses that will not be reimbursed in future periods. The
affirmations are due to credit enhancement consistent with future
loss expectations.


ROHN INDUSTRIES: UST Appoints 7-Member Creditors' Committee
-----------------------------------------------------------
The United States Trustee for Region 10 appointed 7 members to an
Official Committee of Unsecured Creditors in Rohn Industries,
Inc.'s Chapter 11 cases:

       1. Dale F. Kuhn
          Kuhn's Radio Communications, LLC
          9425 Cumberland Highway
          Pleasant Hall, PA 17246
          Tel: 717 530 1188
          Fax: 717 530 9343
          Email: kuhncomm@cun.net

       2. Alan O. Slater
          Slater Communications & Elect. Inc.
          PO Box 98
          Mehama, OR 97384
          Tel: 803 559 7961
          Fax: 503 859 3343
          Email: see@wvi.com

       3. Sharon Zerman or Linda Rouselo
          Heidtman Steel
          2401 Front Street
          Toledo, OH 46305
          Tel: 419 691 4646 x 240 of x 215
          Fax: 419 698 1317
          Email: sharon.zerman@heidtman.com or
                 linda.rouselo@heidtman.com

       4. Tom Steele
          Steele Construction Co.
          PO Box 47
          Geneso, IL 61254
          Tel: 309 945 1881
          Fax: 309 945 1874
          Email: steeleconstruction@MCHSI.com

       5. Gregory S. Burket
          Burket Contractors of Hollidaysburg, Inc.
          1742 Frankstown Road
          Hollidaysburg, PA 16648
          Tel: 814 695 6839
          Fax: 814 695 1564
          Email: greg@burketcontractors.com

       6. William Heller or Lynn Marek
          igm Robotic Systems, Inc.
          W133 N5138 Campbell Drive
          Menomonee Falls, WI 53051
          Tel: 262 783 2720 x 2226 or x 2233
          Fax: 262 783 2730
          Email: bheller@igmusa.com

       7. Robert M. Knight
          Wurth/Service Supply, Inc.
          4935 W. 86th Street
          Indianapolis, IN 46268
          Tel: 317 704 8501
          Fax: 317 704 8587
          Email: rknight@servicesupply.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Frankfort, Indiana, Rohn Industries, Inc.
manufactures and installs infrastructure components for the
telecommunications industry.  The Company files for chapter 11
protection on September 16, 2003 (Bankr. S.D. Ind. Case No. 03-
17287).  Henry Efroymson, Esq., at Ice Miller Donadio & Ryan
represents the Debtors in their restructuring office.  When the
Company filed for protection from its creditors, it listed
$22,576,661 in total assets and $27,833,458 in total debts.


SAN REMO 7128: UST to Convene First Creditors Meeting on Nov. 21
----------------------------------------------------------------
The United States Trustee will convene a meeting of San Remo 7128
Corporation and its debtor-affiliates' creditors on November 21,
2003, 1:30 p.m., at 501 East Polk St., (Timberlake Annex), Room
100-B, Tampa, Florida 33602. This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Ft. Lauderdale, Florida, San Remo 7128
Corporation filed for chapter 11 protection on October 27, 2003
(Bankr. M.D. Fla. Case No. 03-22273). Buddy D. Ford, Esq.,
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed debts
of over $10 million.


SILGAN HOLDINGS: $200 Mil. Senior Subordinated Notes Rated at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Stamford, Conn.-based Silgan Holdings Inc.'s $200 million 6.75%
senior subordinated notes due 2013.

Standard & Poor's also assigned a 'BB' rating to Silgan's proposed
$200 million term loan under the proposed amendment to its credit
agreement, based on preliminary terms and conditions. Expected
proceeds are to be used to refinance the existing 9% senior
subordinated debentures due 2009. Silgan has about $1.2 billion in
outstanding debt at Sept. 30, 2003.

"The ratings on Silgan are supported by its average business
position as a major North American rigid consumer goods packaging
producer, steady earnings and free cash flow generation, and
sufficient liquidity, offset by aggressive debt leverage," said
Standard & Poor's credit analyst Liley Mehta. In addition,
supporting factors include the company's improving financial
profile and financial policies that support prospects for further
debt reduction. With annual revenues of about $2.2 billion, Silgan
is the largest producer of metal food cans in North America and
enjoys a dominant volume share estimated at about 51%. The
company's business mix is about 75% in metal food cans and
closures and 25% in plastic bottles and containers primarily for
personal care products, in which the company enjoys a co-
leadership position. Although the metal can industry is mature and
competitive, end markets are relatively stable. However, they are
subject to some seasonal variations in food production and
consumer buying habits. Conversely, the plastic container segment
is fragmented, and competition is intense. In general, Silgan's
customer concentration is moderate and a significant portion of
its metal and plastic container output is produced under long-term
supply contracts that include meaningful protection against raw
material price movements.
     
Credit measures are expected to maintain a gradually improving
trend, supported by earnings growth from the restructured closure
operations, the impact of acquired operations, and greater
penetration of easy-open ends in the metal food can segment. Free
cash generation (after meeting working capital and capital
spending needs) is on track to increase substantially for the full
year, supported by earnings growth and the inventory reduction
program. Although the company completed three acquisitions in the
first quarter of 2003, free cash flow is expected to be
prioritized toward debt reduction in the future, and acquisition
activity, if any, is expected to be modest. The company has
announced a targeted level of debt reduction of approximately $200
million to $300 million by 2006. This shift towards a less
aggressive financial policy is expected to support the modest
improvement to key credit measures to a level consistent with the
current rating. Accordingly, total adjusted debt to EBITDA of
about 3.5x and funds from operations to total adjusted debt near
20% are expected to be achieved by 2004 and maintained over the
business cycle.


SK GLOBAL AMERICA: Son Kil Seung Probed on Tax Evasion Charges
--------------------------------------------------------------
SK Group Chairman Son Kil Seung is currently under investigation
for alleged tax evasion related to the Company's shipping unit,
South Korean newspaper Dong-a Ilbo reports.  An audit indicated
that SK Shipping Co. failed to disclose KRW406,500,000,000 or
$342,000,000 of income for three years since 1998.  The newspaper
reports that SK Shipping may have to pay KRW150,000,000,000 in
back-taxes.  Of the undisclosed income, KRW239,000,000,000 were
diverted overseas in an irregular manner.

Prosecutors started the probe on the request of the National Tax
Service.  SK Group spokesman Bahng Ji Man declined to comment on
the matter. (SK Global Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SPIDERBOY INT'L: Auditor Resigns & Expresses Going Concern Doubts
-----------------------------------------------------------------
On October 22, 2003, Callahan, Johnston & Associates, LLC resigned
as the independent accountants of Spiderboy International, Inc.
for the reason that Callahan, Johnston & Associates, LLC have
ceased performing accounting services for public companies in
connection with SEC matters.

The reports of Callahan, Johnston & Associates, LLC on the
financial statements for the fiscal years ended April 30, 2001
through 2003 were modified to express substantial doubt as to
Spiderboy International, Inc.'s ability to continue as a going
concern.

The Company has not yet engaged a new independent accountant.

The Company was incorporated in Minnesota in February, 1959. There
were several name changes, and in October, 2000 the name was
changed to the present name.

The Company was engaged in the business of assisting new prospects
in setting up their own retail clothing and shoe stores. Services
included store fixtures and beginning inventory, management
training and consulting, assistance with the selection of
accessories and grand opening.  The Company acted as a holding
company for High Country Fashions, Inc., and, on April 29, 1997,
abandoned its investment in High Country Fashions, Inc. and
approved a transfer of High Country Fashions, Inc. to Continental
Casuals, Ltd., a company owned by the Company's President and
majority stockholder. The Company recorded a gain on this
abandonment and resulting debt cancellation of $1,600,000 because
the liabilities of High Country Fashions, Inc. exceeded its
assets.

The transaction left the Company with no assets and no business.
The Company merged with Spiderboy.com, Inc. on October 12, 2000.

Spiderboy.Com, Inc. was in the business of creating and running
the Spiderboy.com search engine on the world wide web.
Spiderboy.com acted as a geographical and categorical web portal
"highway system" for every country in the world as well as major
cities with stops or community web sites for every town.
Spiderboy.com was supported by web designing, hosting, banner
advertisements, affiliate marketing and our own e-commerce sites.
The main focus was to create several tiers of ad revenue by
specializing in geographical and categorical portals and giving
away or licensing them to regional government agencies. The search
engine offered information from local television guides to
governmental, hospital, hotel and airport information from around
the world. Spiderboy.com did own unique domain names and web
portals including a partnership with a licensed, bonded, and
insured Travel Agency with personal and online services.

Because of the change in the Internet environment, "we are phasing
out some of our Internet assets and redirecting those resources
into a new entertainment division," the Company explains in its
latest annual report.  "By entering into the entertainment arena,
we hope to enhance our corporate exposure and the exposure to our
various websites to increase market penetration.  We have also
retained a business consultant and legal adviser and the use of
enough professional cameras, recorders, specialty camera lenses,
editing equipment, lighting, and studio equipment to conceivably
open a professional film studio. The studio equipment is of high
quality and will be used to create a new revenue stream by filming
television commercials. We also plan to film music videos and film
documentaries to be offered to networks."

The Company has one employee, Norman Pardo, its President and
Chief Executive Officer.


STARTECH: Audit and Compensation Committees Appointed
-----------------------------------------------------
Startech Environmental Corporation announced that at its
November 4, 2003 Board of Directors Meeting, the members of the
Audit Committee and the members of the Compensation Committee were
appointed.

The members of the Company's Audit Committee are Directors Joseph
A. Equale, Douglas R. Ballew and Nicholas S. Perna.  Joseph Equale
is Chairman of the Audit Committee.  The members of the
Compensation Committee are Directors Joseph A. Equale, Nicholas S.
Perna and Kenneth J. Slepicka as Chairman of the Committee.

Joseph A. Equale, CPA, age 58, is the founder and Managing Partner
of Equale & Cirone, LLP (CPAs and advisors), which he founded with
Mr. Cirone in January 1999.  Prior to the formation of the
partnership, and beginning in February 1994, Mr. Equale operated
as a sole practitioner.  Mr. Equale has spent over ten years in
other professional practice units, including a predecessor firm of
what is presently Deloitte & Touche LLP.  In addition to his
responsibilities as Managing Partner, Mr. Equale is in charge of
the firm's quality control program.  Mr. Equale has also spent
over ten years in private industry, including an assignment as an
Assistant Controller of Xerox Corporation.  Mr. Equale is active
in the accounting profession, where he serves as President-Elect
and member of the Board of Governors of the 6,500 member
Connecticut Society of CPAs (CSCPA).  Mr. Equale is also a member
of the American Institute of Certified Public Accountants and New
York State Society of Certified Public Accountants.  Mr. Equale
has served as an Adjunct Assistant Professor of Accounting at
Sacred Heart University, Graduate School of Business in Fairfield,
Connecticut.  Mr. Equale received a B.A. in accounting from St.
John's University and an MDA in finance from the University of
Bridgeport.

Kenneth J. Slepicka, age 47, is the Senior Portfolio Manager of
Northshore Asset Management, LLC and has held a variety of
positions in the securities industry for the past twenty years.  
From 1998 to 2002, he was a Managing Director of River Capital
Advisors, where he was responsible for the analysis of
Collateralized Debt Obligation structures, as well as performing
credit analysis for investment grade corporate credits. From 1985
to 1998, Mr. Slepicka held positions of President of SBC Futures
Inc., (currently UBS Futures Inc.) and was responsible for
Exchange Traded Derivatives, was also an Executive Director of
SBC/O'Connor, responsible for trading and risk management of the
Fixed Income Derivative group, and was a Market Maker for equity
options.  Mr. Slepicka has also performed risk management
consulting for institutional clients and has served on numerous
committees at the Chicago Board of Trade, the Chicago Mercantile
Exchange and the Chicago Board of Options.  Mr. Slepicka served as
Governor of the Board of Trade Clearing Corporation and currently
is a Director for Hyperfeed Technologies. Mr. Slepicka received
his MBA in finance from the J.L. Kellogg School of Management at
Northwestern University.

Douglas R. Ballew, age 39, is the Chief Financial Officer of
Northshore Asset Management, LLC, an investment management group
located in Chicago, Illinois with assets under management of over
$200 million.  Prior to joining Northshore, he was Director of
Finance for McCord Group, Inc. from 1998 to 2002 with revenue of
$850 million.  From 1990 to 1997, Mr. Ballew held a variety of
positions with AMSTED Industries with revenue of $1.2 billion.
Mr. Ballew has a broad range of experience in the manufacturing,
finance and service industries.  Mr. Ballew is a graduate of
Valparaiso University with a B.S. in Accounting. He is a Certified
Public Accountant in the state of Illinois and Nebraska.  He is
also a member of the American Institute of Certified Public
Accountants and the Illinois CPA Society.

Nicholas S. Perna, age 61, is the Chief Economist and Managing
Director of Perna Associates, which specializes in economic
analysis, forecasting and strategy.  Until 1999, Mr. Perna was
Chief Economist for Fleet Financial Group, which position he
previously held with Shawmut Bank and Connecticut National Bank.  
Prior thereto, Mr. Perna was an economist with General Electric,
the Federal Reserve Bank of New York and the President's Counsel
of Economic Advisors in Washington.  Mr. Perna has served on the
faculties of Williams College and New York University's Stern
School of Business and is presently teaching economics part-time
at Yale University in New Haven, Connecticut.  Within the past
year, Mr. Perna has appeared on the Jim Lehrer Newshour, CBS
Evening News, CNBC, NBC Nightly News, ABC Radio and NPR's All
Things Considered.  Mr. Perna is frequently quoted in the national
and regional press and in January 2001, the Wall Street Journal
cited him as one of the top economic forecasters in the United
States.  Mr. Perna presently serves on the Board of Directors of
CIGNA Bank & Trust, a subsidiary of CIGNA Corp., where he is
Chairman of the Risk Management Committee.  In addition, Mr. Perna
is a trustee of Mitchell College, a director of the Park Street
Forum and an incorporator of the Ridgefield Community Center and
St. Francis Hospital.  Mr. Perna graduated magna cum laude from
Boston College and has a Ph.D. in economics from the Massachusetts
Institute of Technology.

In addition, Joseph F. Longo, a director and a founder of the
Company, was elected Chairman of the Company's Board of Directors.

Startech is an environmental technology company engaged in the
production and sale of its innovative, proprietary plasma
processing equipment known as the Plasma Converter System(TM).  
The system achieves closed-loop elemental recycling to safely and
irreversibly destroy toxic, hazardous and non-hazardous waste and
industrial by-products, including such items as PCBs, medical
waste, asbestos and municipal solid waste, while converting them
into safe commercial products that can include surplus energy and
also hydrogen for use and for sale.  The hydrogen produced can be
used to power fuel cells and also to power ICE (Internal
Combustion Engine) vehicles.

                            *    *    *

              Liquidity and Going Concern Uncertainty

In its Form 10-Q filed for the quarter ended April 30, 2003, the
Startech reported:

"As of April 30, 2003, we had cash and cash equivalents of
$367,527 and a negative working capital of $289,074. During the
six months ended April 30, 2003, our cash decreased by $141,794.
Our current cash position of approximately $232,000 as of June 20,
2003 will only allow us to continue operations through July 31,
2003 unless further cash is generated during that time period.
Unless we secure investment capital or generate cash from
operations and sales we will be unable to continue as a going
concern beyond that date.

"The Company has taken measures to reduce costs, we have reviewed
all internal and external expenses and have reduced and eliminated
expenses to reduce our burn rate, in addition we are currently
discussing with potential investors an equity private placement to
satisfy our listing requirement with NASDAQ. While there are no
assurances a deal will be executed it must be noted, however, that
if the progress payments are not received in a timely manner or
additional sales of Plasma Converters or funding is not available
we may not have enough working capital to maintain our operations
beyond July 31, 2003. The Company will require immediate
additional financing to fund current operations through the
remainder of 2003. The Company has historically satisfied its
capital needs primarily by issuing equity securities. The Company
will require approximately $1.0 million to finance operations
through fiscal 2003 and intends to seek such financing through
sales of its equity securities.

"Since October 2002 the Company announced that contracts to sell
three Plasma Converters were signed aggregating in excess of $15
million dollars in sales. The contracts include an established
payment schedule coordinated to provide progress payments at
various stages of the manufacturing and delivery cycle. We
believed these progress payments, along with a recently completed
sole source private placement dated March 28, 2003 which raised
$138,757 after commissions that required the issuance of 152,480
shares of our unregistered common stock at $1.00 per share, would
be enough operating capital to sustain company operations at the
current level for more than 1 year. However, the expected down
payments for these sales have been consistently delayed since
December 2002 up until the present time and there can be no
reasonable assurance that they will be received before the end of
July 2003.

"In addition to the internally generated investment opportunities,
the Company is also working with a group of investors led by
Joseph F. Longo, a director and greater than 10% shareholder.
While an agreement with this group would cause a change in board
control and management personnel, we are taking every step
available to secure the capital necessary to protect the long term
interests of the Company.

"Assuming the aforementioned $1.0 million in financing is
obtained, the Company believes that continuing operations for the
longer term will be supported through anticipated growth in
revenues and through additional sales of the Company's securities.
Although longer-term financing requirements may vary depending
upon the Company's sales performance there can no assurance that
management will be able to obtain any additional financing on
terms acceptable to the Company, if at all. We are in discussions
with several potential investors for additional financing, however
at this time the company has no binding commitments.

"Our investing activities have consisted primarily of short-term
high quality liquid investments, with maturities with three months
or less when purchased, which are considered cash equivalents. The
primary investments are high quality commercial paper, U.S.
treasury notes and Treasury-bills."


TECO ENERGY: S&P Affirms and Removes Ratings from CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
electricity provider TECO Energy Inc. and its subsidiaries and
removed the ratings from CreditWatch with negative implications.
The outlook on TECO and its subsidiaries is negative.
     
Tampa, Fla.-based TECO Energy has $3.9 billion of debt and trust-
preferred securities.

"TECO Energy was placed on CreditWatch in July 2003 as a result of
an IRS statement creating potential complications related to the
company's sale of interests in its synthetic fuel production
facilities," noted Standard & Poor's credit analyst Scott A.
Beicke. "The company's Nov. 3, 2003, announcement that it received
a private letter ruling from the IRS resolves the issue that
initiated the CreditWatch listing, because this PLR allows TECO
Energy to complete the pending sale of interests in its synthetic
fuel production facilities, which paves the way for the company to
collect about $90 million annually through 2007," he continued.

Recent statements and actions by TECO Energy's management indicate
that the firm is willing to take the steps necessary to preserve
its credit quality. Management at merchant unit TECO Power
Services Corp. has been pared down and new development activity
has ceased as part of the firm's public statement that it is
curtailing its merchant activity. Still, Standard & Poor's has
doubts about management's commitment to carry out its plan, as
past actions have been inconsistent with stated intentions.

The negative outlook reflects Standard & Poor's concerns about the
ultimate resolution of TECO Energy's merchant exposure,
management's commitment to a redefined business strategy, and
elevated debt balances. The company must execute its stated
business strategy, effectively manage its remaining business
lines, and deliver results consistent with projections.
Importantly, discretionary cash flow is expected to be used to
reduce the consolidated high debt balance. Future ratings
stability is directly correlated with a swift exit from merchant
activity and prudent use of free cash flow to reduce indebtedness.
Conversely, continued interest in higher-risk businesses on the
part of TECO Energy's management most likely would result in a
downgrade of the corporate credit rating to the mid-'BB' range.


TELETECH HOLDINGS: Third-Quarter Results Enter Positive Zone
------------------------------------------------------------
TeleTech Holdings, Inc. (Nasdaq: TTEC), a global provider of
customer solutions, announced third quarter 2003 results.  

The company also filed its Report on Form 10-Q with the Securities
and Exchange Commission for the third quarter ended September 30,
2003.

The third quarter included:

    * Revenue of $244.9 million, up $4.9 million or 2.1 percent
      sequentially from $240.0 million in the second quarter 2003
      and down $7.0 million or 2.8 percent from $251.9 million in
      the third quarter 2002.

    * Operating margin of 3.7 percent, up sequentially from
      negative 5.8 percent in the second quarter 2003 and down
      from 4.3 percent in the third quarter 2002.

    * Net income of $2.1 million or $0.03 per diluted share, up
      from a net loss of $43.7 million or 59 cents per diluted
      share in the second quarter 2003 and down from net income of
      $6.2 million or $0.08 per diluted share in the prior year
      quarter.

    * Recording certain charges including a $1.3 million pre-tax,
      net restructuring charge related primarily to a reduction in
      workforce of approximately 130 administrative positions and
      a $3.0 million charge to tax expense to increase the
      company's deferred tax valuation allowance. Of the above-
      mentioned charges, $1.9 million are cash related.

    * Announcing an expanded multi-year relationship with Blue
      Shield of California, and new business with Banco Santander
      in Brazil and BMW in New Zealand.

    * Improving capacity utilization in the company's multi-client
      customer management centers from 61 percent in the second
      quarter 2003 to 69 percent in the third quarter 2003, a
      sequential increase of 13 percent.

    * Strengthening the company's financial profile by ending the
      quarter with cash and cash equivalents of $127.0 million, up
      from $105.0 million in the prior quarter.  Total financial
      debt was $116.8 million at quarter end, placing TeleTech in
      a net positive cash position.

    * Improving accounts receivable collections by reducing days
      sales outstanding (DSOs) to 53 days, down from 62 days in
      the previous quarter.

    * Generating $28.4 million of free cash flow, calculated as
      cash flows from operating activities of $39.7 million less
      capital expenditures of $11.3 million.

    * Successfully completing the intercreditor agreement with the
      company's senior note and revolving credit lenders.

    * Commencing a profit improvement plan focused on improved
      workforce utilization, service delivery standardization and
      targeted cost saving initiatives to reduce the company's
      cost structure by $40 million annually.  The company has
      achieved approximately $20 million of the $40 million
      annualized cost savings goal for 2004.

                   EXECUTIVE COMMENTARY

Commenting on the company's results, Kenneth Tuchman, Chairman and
Chief Executive Officer said, "We are pleased with our improved
financial performance in the third quarter.  The sequentially
stronger performance was achieved through a combination of higher
revenues, improved performance in certain client programs and a
relentless focus on our previously announced profit improvement
plan.  We remain committed to improving profitability and made
significant progress this quarter in signing new business,
reducing costs and continuing to build a strong pipeline of
additional business opportunities."

"We are encouraged by early signs of a recovery in our business
and are seeing increased demand for our services worldwide," said
Tuchman.  "TeleTech is well positioned as a true global provider
of customer solutions given our presence in the Americas, Europe
and Asia-Pacific.  We continue to invest in building our sales and
solutions capabilities to help companies distance themselves from
their competition by developing deeper and longer-lasting customer
relationships that ultimately drive increased revenue and
profitability."

                         SEC FILINGS

The company's filings with the SEC are available in the
"Investors" section of TeleTech's Web site, which can be found at
http://www.teletech.com

TeleTech, a leading provider of integrated customer solutions,
partners with global clients to develop and execute relevant
solutions that enable them to build and grow profitable
relationships with their customers.  TeleTech has built a global
capability supported by 62 customer management centers that employ
more than 31,000 professionals spanning North America, Latin
America, Asia-Pacific and Europe.  For additional information,
visit http://www.teletech.com


                         *     *     *

                LIQUIDITY AND CAPITAL RESOURCES

Historically, capital expenditures have been, and future capital
expenditures are anticipated to be, primarily for the development
of customer interaction centers, technology deployment and systems
integrations. The level of capital expenditures incurred in 2003
will be dependent upon new client contracts obtained by the
Company and the corresponding need for additional capacity. In
addition, if the Company's future growth is generated through
facilities management contracts, the anticipated level of capital
expenditures could be reduced. The Company currently expects total
capital expenditures in 2003 to be approximately $40.0 million to
$50.0 million, excluding the purchase of its corporate
headquarters building. The Company expects its capital
expenditures will be used primarily to open several new non-U.S.
customer interaction centers, maintenance capital for existing
centers and internal technology projects. Such expenditures are
expected to be financed with internally generated funds, existing
cash balances and borrowings under the Revolver.

The Company's Revolver is with a syndicate of five banks. Under
the terms of the Revolver, the Company may borrow up to $85.0
million with the ability to increase the borrowing limit by an
additional $50.0 million (subject to bank approval) within three
years from the closing date of the Revolver (October 2002). The
Revolver matures on December 28, 2006 at which time a balloon
payment for the principal amount is due, however, there is no
penalty for early prepayment. The Revolver bears interest at a
variable rate based on LIBOR. The interest rate will also vary
based on the Company leverage ratios (as defined in the
agreement). At June 30, 2003 the interest rate was 2.5% per annum.
The Revolver is unsecured but is guaranteed by all of the
Company's domestic subsidiaries. At June 30, 2003, $39.0 million
was drawn under the Revolver. A significant restrictive covenant
under the Revolver requires the Company to maintain a minimum
fixed charge coverage ratio as defined in the agreement.

The Company also has $75.0 million of Senior Notes which bear
interest at rates ranging from 7.0% to 7.4% per annum. Interest on
the Senior Notes is payable semi-annually and principal payments
commence in October 2004 with final maturity in October 2011. A
significant restrictive covenant under the Senior Notes requires
the Company to maintain a minimum fixed charge coverage ratio.
Additionally, in the event the Senior Notes were to be repaid in
full prior to maturity, the Company would have to remit a "make
whole" payment to the holders of the Senior Notes. As of June 30,
2003, the make whole payment is approximately $11.9 million.

During the second quarter of 2003, the Company was not in
compliance with the minimum fixed charge coverage ratio and
minimum consolidated net worth covenants under the Revolver and
the fixed charge coverage ratio and consolidated adjusted net
worth covenants under the Senior Notes. The Company has worked
with the lenders to successfully amend both agreements bringing
the Company back into compliance. While the Revolver and Senior
Notes had subsidiary guarantees, they were not secured by the
Company's assets. In connection with obtaining the amendments, the
Company has agreed to securitize the Revolver and Senior Notes
with a majority of the Company's domestic assets. As part of the
securitization process, the two lending groups need to execute an
intercreditor agreement. If an intercreditor agreement is not in
place by September 30, 2003, the lenders could declare the
Revolver and Senior Notes in default. The lenders and the Company
believe they will be able to execute the intercreditor agreement
by September 30, 2003. However, no assurance can be given that the
parties will be successful in these efforts. Additionally, the
interest rates that the Company pays under the Revolver and Senior
Notes will increase as well under the amended agreements. The
Company believes that annual interest expense will increase by
approximately $2.0 million a year from current levels under the
Revolver and Senior Notes as amended. The Company believes that
based on the amended agreements it will be able to maintain
compliance with the financial covenants. However, there is no
assurance that the Company will maintain compliance with financial
covenants in the future and, in the event of a default, no
assurance that the Company will be successful in obtaining waivers
or future amendments.

From time to time, the Company engages in discussions regarding
restructurings, dispositions, mergers, acquisitions and other
similar transactions. Any such transaction could include, among
other things, the transfer, sale or acquisition of significant
assets, businesses or interests, including joint ventures, or the
incurrence, assumption or refinancing of indebtedness, and could
be material to the financial condition and results of operations
of the Company. There is no assurance that any such discussions
will result in the consummation of any such transaction. Any
transaction that results in the Company entering into a sales
leaseback transaction on its corporate headquarters building would
result in the Company recognizing a loss on the sale of the
property (as management believes that the current fair market
value is less than book value) and would result in the settlement
of the related interest rate swap agreement (which would require a
cash payment and charge to operations of $5.4 million).


TRANZ RAIL: S&P Upgrades Corporate Credit Rating to B+ from CC
--------------------------------------------------------------
The corporate credit rating on Tranz Rail Holdings Ltd. has been
raised to 'B+' from 'CC' and removed from CreditWatch positive
where it was placed on June 9, 2003. The rating outlook is
positive.

At the same time, the issue rating on Tranz Rail Finance Ltd.'s
US$74.48 million pass-through notes due June 2008, guaranteed by
Tranz Rail, has been raised to 'B+'. Immediately following the
ratings upgrade, the rating on Tranz Rail and the guaranteed issue
rating have been withdrawn.
     
The ratings upgrade reflects the implicit support provided by Toll
Holdings Ltd. (Toll, not rated), which currently owns about 84% of
Tranz Rail's shares and are currently bidding for the remaining
minority share holding. Standard & Poor's has based its assumption
of potential support being provided by Toll on the following
factors:

Although Toll is not guaranteeing the debt obligations at Tranz
Rail, Toll has replaced about A$110 million of Tranz Rail's debt.
Toll is beginning to integrate the management of Tranz Rail into
the group's operations, as evidenced by Mark Rowsthorn, executive
director of Operations at Toll, assuming the role of chairman of
the new Tranz Rail board of directors. Toll's equity investment in
Tranz Rail is significant, and the extension of the unconditional
bid indicates Toll's strong desire to achieve 100% ownership. The
Tranz Rail assets will provide Toll with the platform to develop
an integrated logistics capability within New Zealand along the
lines of their Australian platform.

The ratings on Tranz Rail are not equivalent to Standard & Poor's
credit assessment of Toll due to the debt at Tranz Rail being
subordinated to Toll's corporate debt obligations. The outlook on
Tranz Rail is positive, reflecting the implied support from Toll,
a restructured capital base that has extended near-term debt
repayments, Toll's strong management experience in transport
logistics, and following the agreement reached with the New
Zealand government in relation to rail services, Tranz Rail's
ability to generate free cash and amortize future debt obligations
is enhanced. Standard & Poor's has continued to comment on Tranz
Rail's rating based on publicly available market information as
the bid progressed. However, Tranz Rail will become a subsidiary
of Toll, and Standard & Poor's ready access to information on
Tranz Rail's business and financial performance will be segmented
in Toll's public reporting. As a consequence, the ratings on Tranz
Rail are withdrawn.


TRINITY INDUSTRIES: Reports Weaker Third-Quarter Performance
------------------------------------------------------------
Trinity Industries, Inc., (NYSE: TRN) reported financial results
for the third quarter of 2003.

For the quarter ended September 30, 2003, the company reported net
income of $1.8 million, on revenues of $363.4 million, or 2 cents
per diluted share. This compares to net income of $6.2 million, or
14 cents per diluted share, on revenues of $387.6 million in the
third quarter of 2002.  The company reported that results for the
quarter included approximately $1.0 million in after-tax gains on
the sale of excess assets compared to $2.8 million in the same
quarter last year.  For the nine months ended September 30, 2003,
the Company reported a net loss of $9.2 million, or 22 cents per
diluted share, on revenues of $1.018 billion compared to a net
loss of $8.1 million, or 18 cents per diluted share, on revenues
of $1.138 billion in the same period last year. Results for the
nine months included approximately $3.9 million in after-tax gains
on the sale of excess assets compared to $3.1 million in the same
period last year.

"During the 3rd quarter we began to see signs of improvement in
our railcar manufacturing group.  Our North American railcar
shipments increased 45% from the 2nd quarter to approximately 2200
units.  Our North American railcar market share doubled to 46% as
our backlog increased 9%.  The most positive sign of a recovery
was the fact that our railcar group made its first operating
profit in nine quarters," said Timothy R. Wallace, Trinity's
Chairman, President and CEO.  "The capital we have committed to
our railcar leasing business is beginning to be reflected in an
increase in the year-over-year operating profit for our leasing
business.  We were very pleased to announce during the 3rd quarter
we renewed our short-term leasing financing facility for another
year while at the same time it was increased by $100 million to
$300 million.  This was a crucial step in positioning us to
continue to offer our railcar customers leasing alternatives."

"During the 3rd quarter we also saw how reduced spending on
highway projects affects our construction-related businesses.  The
gains we made in our rail-related businesses were partially offset
by the decrease in profit by our construction-related businesses.  
We are watching this closely as we are transitioning into the off-
season for our construction-related products," Wallace said.

"We were pleased to announce in October that we settled the
lawsuit between our Inland Barge Group and ACF Barge Acceptance I,
LLC without an adverse outcome," added Wallace.

Trinity Industries, Inc. (S&P/BB/Stable/), with headquarters in
Dallas, Texas, is one of the nation's leading diversified
industrial companies.  Trinity reports five principal business
segments: the Trinity Rail Group, Trinity Railcar Leasing and
Management Services Group, the Inland Barge Group, the
Construction Products Group and the Industrial Products Group.
Trinity's Web site may be accessed at http://www.trin.net


TRUMP ATLANTIC: S&P Affirms Junk Ratings and Revises Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook for
Trump Atlantic City Associates to negative from stable.
     
At the same time, Standard & Poor's affirmed its 'CCC+' corporate
credit and senior secured debt ratings. Total debt outstanding at
Sept. 30, 2003, was approximated $1.3 billion.
     
"The outlook revision follows the company's lower-than-expected
operating results for its third quarter ended Sept. 30, 2003, due
to a combination of increased competitive pressures in Atlantic
City and a lower-than-normal table game hold percentage at the
Trump Plaza," said Standard & Poor's credit analyst Michael
Scerbo. The weak performance increases the company's already high
debt leverage and further constrains its liquidity.
     
Ratings reflect its limited diversity, the intensely competitive
market conditions in Atlantic City, weak credit measures, and
sizable debt maturities in 2006. These factors are somewhat offset
by the company's established position in the Atlantic City market.  
     
TAC is one of two primary operating subsidiaries of Atlantic City,
N.J.-based Trump Hotels & Casino Resorts Inc. TAC generates cash
flow from its two Atlantic City-based properties, Trump Taj Mahal
and Trump Plaza, both located on the Boardwalk. Results during
2003 at both properties have been below prior-year levels due to
lower gaming volumes, increased costs, and adverse weather. More
specifically, Taj Mahal reported EBITDA of $95 million for the
nine months ended Sept. 30, 2003, a decline of about 18% when
compared to the prior-year period. Similarly, Trump Plaza reported
EBITDA of $48 million for the same period, a decline of more than
20% when compared to the prior-year period. Consolidated EBITDA
for the nine months ended Sept. 30, 2003, was $143 million, an
approximately 20% decline over the prior-year period.

The recent opening of Borgata in the Marina District has
significantly increased the competitive environment in Atlantic
City. Standard & Poor's expects this trend to continue, given that
the seasonally slower winter period is approaching.


TRUMP CASINO: S&P Outlook Revised to Negative Over Weak Results
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook for
Trump Casino Holdings LLC to negative from stable.
     
At the same time, Standard & Poor's affirmed its 'B-' corporate
credit and senior secured debt ratings on the company. Total debt
outstanding at Sept. 30, 2003, was approximated $490 million.
     
"The outlook revision follows the company's announcement of
weaker-than-expected operating results for its third quarter ended
Sept. 30, 2003, due to a combination of increased competitive
pressures in Atlantic City that affected Trump Marina and higher
gaming taxes and insurance costs at Trump Indiana," said Standard
& Poor's credit analyst Michael Scerbo. As a result, the company's
debt leverage has increased.
     
TCH is one of two primary operating subsidiaries of Atlantic City,
N.J.-based Trump Hotels & Casino Resorts Inc. TCH generates cash
flow from Atlantic City-based Trump Marina; its Gary, Ind.-based
riverboat; and the Trump 29 management contract.  
     
Due to higher gaming taxes, Trump Indiana's EBITDA during the nine
months ended Sept. 30, 2003, decreased 13% compared to the prior-
year period, to $21 million. The implementation of 24-hour gaming
is expected to somewhat benefit the property's operating results.
However, significant upside is unlikely given the competitive
market conditions.
     
Trump Marina has not experienced the increased visitor traffic it
had expected from the recently completed projects at the Marina
District of Atlantic City, where it is located. In addition,
higher costs, lower gaming revenues, and adverse weather have
resulted in a 27% decrease in EBITDA for the nine months ended
Sept. 30, 2003. While the return ramp enabling patrons to more
easily access Trump Marina from the Borgata recently opened,
Standard & Poor's is not factoring in significant upside to
operating performance in the near term.
     
Consolidated EBITDA for the nine months ended Sept. 30, 2003, was
$62 million, a decline of more than 15% compared to the prior-year
period.


UICI: Third-Quarter 2003 Net Loss Hits $53-Million Mark
-------------------------------------------------------
UICI (NYSE: UCI) reported third quarter 2003 revenues and income
from continuing operations in the amount of $453.6 million and
$13.8 million ($0.29 per diluted share), respectively, compared to
revenues and income from continuing operations of $362.3 million
and $15.8 million ($0.32 per diluted share), respectively, in the
third quarter of 2002.  For the nine months ended September 30,
2003, the Company generated revenues and income from continuing
operations of $1.3 billion and $47.3 million ($0.99 per diluted
share), respectively, compared to revenues and income from
continuing operations of $971.9 million and $32.1 million ($0.66
per diluted share), respectively, in the nine months ended
September 30, 2002.

Results in the third quarter and full nine months were highlighted
by the performance of the Company's Self Employed Agency Division,
which enjoyed significant continued period-over-period growth in
both revenue and operating income.  Operating income at the Self
Employed Agency Division increased to $32.5 million and $80.8
million in the three and nine-month periods ended September 30,
2003, respectively, from $23.1 million and $58.5 million in the
corresponding 2002 periods.

On October 29, 2003, UICI executed a definitive agreement to sell
for cash its entire equity interest in Academic Management
Services Corp.  The Company's results in the three and nine months
ended September 30, 2003, included a pre-tax loss at AMS in the
amount of $77.5 million ($66.9 million net of tax, or $1.40 per
diluted share) and $75.3 million ($65.6 million net of tax, or
$1.37 per diluted share), respectively. Reflecting the terms of
the impending sale of AMS, results at AMS in each of the three and
nine months ended September 30, 2003 included a pre-tax estimated
loss upon disposal of AMS in the amount of $68.5  million.

Reflecting the AMS loss and other losses from discontinued
operations, overall the Company reported in the three and nine
months ended a net loss in the amount of $53.3 million ($1.11 per
diluted share) and $25.4 million ($0.53 per diluted share),
respectively, compared to net income of $16.2 million ($0.33 per
diluted share) and $28.9 million ($0.59 per diluted share) in the
corresponding 2002 periods.

UICI's results of operations for the three and nine months ended
September 30, 2003 were particularly impacted by the following
factors:

                 Self Employed Agency Division

The Company's Self Employed Agency Division enjoyed significant
continued period-over-period growth in both revenue and operating
income. Operating income increased to $32.5 million and $80.8
million in the three and nine-month periods ended September 30,
2003, respectively, from $23.1 million and $58.5 million in the
corresponding 2002 periods.  Earned premium revenue increased from
$245.7 million in the third quarter of 2002 to $311.3 million
in the third quarter of 2003 and from $664.3 million in the first
nine months of 2002 to $890.5 million in the first nine months of
2003.  Submitted annualized premium volume (i.e., the aggregate
annualized premium amount associated with health insurance
applications submitted by the Company's agents for underwriting by
the Company) decreased in the nine months ended September 30, 2003
to $691.4 million from $708.3 million in the corresponding 2002
period.  Submitted annualized premium volume decreased to $228.6
million in the third quarter of 2003 from $250.5 million in the
corresponding period of the prior year.

Operating income as a percentage of earned premium revenue in the
three and nine months ended September 30, 2003 was 10.4% and 9.1%,
respectively, compared to 9.4% and 8.8% in the corresponding
periods of the prior year. This increase in operating margin was
attributable primarily to lower commission expense and a slightly
lower loss ratio.  The SEA Division's results for the first nine
months of 2003 included pre-tax income in the amount of $4.8
million associated with the release of reserves resulting from an
adjustment to the Company's reserve methodology and certain
changes in accounting estimates.

                     Group Insurance Division

The Company's Group Insurance Division (consisting of the
Company's Student Insurance and Star HRG business units) reported
operating losses of $12.1 million and $4.0 million in the three
and nine months ended September 30, 2003, respectively.  Results
at the Group Insurance Division reflected a previously reported
increase in loss reserves and charge recorded in the third quarter
in the amount of $13.1 million ($8.5 million net of tax, or $0.18
per diluted share).  In the three and nine months ended
September 30, 2002, the Company reported operating income at its
Group Insurance Division of $3.0 million and $8.1 million,
respectively.

Substantially all of the operating losses in the 2003 periods at
the Group Insurance segment were attributable to results at the
Company's Student Insurance Division, which offers tailored health
insurance programs that generally provide single school year
coverage to individual students at colleges and universities.  
Results at the Company's Student Insurance Division also reflected
a significant amount of seasonal marketing and administrative
costs incurred in the third quarter related to policies written
covering the full 2003-2004 school year.  For the full 2003
calendar year, the Company currently anticipates that its Group
Insurance business segment will report an operating loss in the
amount of approximately $4.0 million ($2.6 million net of tax, or
$0.05 per diluted share).  Because Student Insurance policies are
issued on a school year basis and the 2003-2004 school year has
just begun, the Student Insurance Division will be limited in its
ability to reprice its overall book of business until August 2004.  
As a result, the Company currently anticipates that results at
Student Insurance for calendar year 2004 will be at or near
breakeven.

                   Life Insurance Division

For the three and nine months ended September 30, 2003, the
Company's Life Insurance Division reported operating losses of
$296,000 and $3.2 million, respectively, compared to operating
income of $1.2 million and $6.7 million in the corresponding 2002
periods.  The operating losses in the 2003 interim periods were
primarily attributable to a reserve increase in the Company's
former workers compensation business, a previously announced
charge associated with the final resolution of litigation arising
out of the close down in 2001 of the Company's former workers
compensation business, costs associated with the closedown of the
Company's College Fund Life Division operations, and a decrease in
investment income allocated to the segment.

                        Other Key Factors

In the three and nine months ended September 30, 2003, the
Company's Other Key Factors segment reported operating income of
$1.9 million and $742,000, respectively, compared to operating
losses of $2.9 million and $17.4 million, respectively, in the
corresponding periods of 2002.  The increase in income in the
Other Key Factors category in the three and nine months ended
September 30, 2003 as compared to 2002 was primarily attributable
to a decrease in variable stock-based compensation and net
realized gains in 2003 compared to net realized losses in 2002,
offset by a decrease in investment income attributable to equity
determined after allocation to operating segment portfolios.  For
the three and nine months ended September 30, 2003, the Company
experienced a $5.1 million and $15.9 million decrease,
respectively, in variable stock-based compensation expense,
compared to the corresponding periods of the prior year, and the
Company recorded realized gains in the amount of $1.9 million and
$1.7 million, respectively, compared to realized losses of
$398,000 and $6.2 million in the corresponding 2002 periods.  The
continued low prevailing interest rate environment in 2003
negatively affected investment income attributable to equity
determined after allocation to operating segment portfolios.  
Investment income after allocation to the operating segments
decreased by $2.0 million in the third quarter of 2003 and by $4.2
million in the first nine months of 2003, in each case as compared
to such income in the corresponding 2002 periods.

In connection with the Company's stock accumulation plans
established for the benefit of the independent insurance agents
and independent sales representatives associated with UGA -
Association Field Services, New United Agency and Cornerstone
America, the Company has recognized and will continue to recognize
non-cash variable stock-based compensation benefit (expense) in
amounts that depend and fluctuate based upon the market
performance of the Company's common stock.  In the three and nine
months ended September 30, 2003, the Company recognized a non-cash
variable stock-based benefit in the amount of $1.2 million and
$1.7 million, respectively, associated with its agent stock
accumulation plans.  During the three and nine months ended
September 30, 2002, the Company recognized non-cash variable
stock-based expense in the amount of $3.9 million and $14.3
million, respectively, of which $1.3 million and $7.1 million,
respectively, was attributable to the Company's stock accumulation
plans established for the benefit of its independent agents, $2.5
million and $5.7 million, respectively, was attributable to the
allocation of the $5.25 UICI shares under the UICI Employee Stock
Ownership and Savings Plan and $100,000 and $1.5 million,
respectively, was attributable to other stock-based compensation
plans.  As of December 31, 2002, all $5.25 UICI shares had been
allocated to participants' accounts under UICI's Employee Stock
Ownership and Savings Plan.  Accordingly, in all periods
commencing after December 31, 2002 the Company will not recognize
additional variable stock-based compensation associated with the
ESOP feature of the UICI Employee Stock Ownership and Savings
Plan.

                   Discontinued Operations

The Company's results in the three and nine months ended
September 30, 2003 included losses from discontinued operations
(consisting of the Company's former sub-prime credit card unit,
the Special Risk Division, the Senior Market Division and the
results of its Academic Management Services Corp. subsidiary) in
the amount of $67.1 million and $72.7 million, net of
tax ($1.40 per diluted share and $1.52 per diluted share),
respectively. For the three and nine months ended September 30,
2002, the Company's results from discontinued operations reflected
income in the amount of $422,000 and $2.0 million (net of tax)
($0.01 per diluted share and $0.04 per diluted share),
respectively.

As previously reported, on October 29, 2003, UICI executed a
definitive agreement with SLM Corporation, pursuant to which UICI
will sell for cash its entire equity interest in Academic
Management Services Corp. The Company has estimated that the sale
of AMS to Sallie Mae, when completed, will generate net cash
proceeds to UICI of approximately $25.3 million.  At closing, UICI
will also receive uninsured student loan assets currently held
by AMS' special purpose financing subsidiaries with a face amount
of approximately $44.7 million (including accrued interest).  The
fair value of the uninsured loans is expected to be significantly
less than the face amount of the loans.

Closing of the transaction is anticipated to occur in November and
is subject to satisfaction of several closing conditions,
including expiration or earlier termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976.  While the Company believes that it will be able to
satisfy all conditions to closing, there can be no assurance
that the conditions to closing will be satisfied or that the
transaction contemplated by the definitive agreement will in fact
be completed.

The Company has classified AMS as a discontinued operation for
financial reporting purposes at the end of the third quarter.  
Reflecting the fair market value of AMS implied by the proposed
transaction with Sallie Mae, UICI recorded in the three and nine
months ended September 30, 2003 a pre-tax loss (consisting of an
estimated loss upon disposal of AMS and AMS' operating results in
the periods) in the amount of $77.5 million ($66.9 million net of
tax, or $1.40 per diluted share) and $75.3 million ($65.6 million
net of tax, or $1.37 per diluted share), respectively.  Exclusive
of the estimated loss upon disposal of AMS in the amount of $61.2
million (net of tax), in the three and nine months ended
September 30, 2003 AMS reported operating losses (net of tax) in
the amount of $5.7 million and $4.4 million, respectively,
compared to operating income (net of tax) of $1.8 million and $5.4
million in the corresponding periods of the prior year.

The Company does not anticipate that the closing of the sale of
AMS or future operating results at AMS will have a material effect
on UICI's future consolidated results of operations.

Results from discontinued operations for all periods presented
also include the results of the Company's former Senior Market
Division, which the Company closed down in the quarter ended
June 30, 2003.  In the three and nine months ended September 30,
2003, the Company reported losses associated with the former
Senior Market Division in the amount of $161,000 and $9.2 million
(net of tax), respectively, compared to losses in the amount of
$1.4 million and $3.5 million (net of tax), respectively, in the
comparable periods in 2002.  The losses in the 2003 periods were
primarily attributable to a loss of $5.5 million (net of tax)
recognized in the second quarter of 2003 upon sale of the
Company's interest in the agency through which the Company
formerly marketed and distributed insurance products to the senior
market, a write off of impaired assets, operating losses incurred
at the Senior Market Division through the close-down date and
costs associated with the wind down and closing of the operations.

              Sale of Healthaxis, Inc. Equity Stake

Effective September 30, 2003, the Company sold to Healthaxis, Inc.
its entire 48.27% equity interest in Healthaxis, Inc. for a total
sale price of $3.9 million, of which $500,000 was paid in cash at
closing, and the balance was paid by delivery of a promissory note
payable by Healthaxis, Inc. to the Company in the amount of $3.4
million.  The Company recognized a nominal loss for financial
reporting purposes in connection with the sale.

                         Earnings Guidance

Based on its results to date (including the effects of the
previously reported increase in loss reserves at its Group
Insurance business segment recorded in the third quarter of 2003
in the amount of $13.1 million ($8.5 million net of tax, or $0.18
per diluted share), the Company currently estimates that fully
diluted earnings from continuing operations for 2003 will be
between $1.28 and $1.33 per share.  For purposes of this estimate,
the Company has excluded the effects of realized gains and losses
from the sale of investment securities, and the Company has
assumed that the aggregate amount of the Company's share of
operating losses at Healthaxis, Inc. and full year 2003 pre-tax
variable stock-based compensation will be approximately $2.0
million.

UICI (headquartered in North Richland Hills, Texas) through its
subsidiaries offers insurance (primarily health and life) and
selected financial services to niche consumer and institutional
markets.  Through its Self Employed Agency Division, UICI provides
to the self-employed market health insurance and related insurance
products, which are distributed primarily through the Company's
dedicated agency field forces, UGA-Association Field Services and
Cornerstone America.  Through its Group Insurance Division, UICI
provides tailored health insurance programs for students enrolled
in universities, colleges and kindergarten through grade twelve
and markets, administers and underwrites limited benefit insurance
plans for entry level, high turnover, hourly employees.  Through
its Life Insurance Division, UICI offers life insurance products
to selected markets.  The Company's Academic Management Services
Corp. unit (headquartered in Swansea, Massachusetts) seeks to
provide financing solutions for college and graduate school
students, their parents and the educational institutions they
attend by marketing, originating, funding and servicing primarily
federally guaranteed student loans and by providing student
tuition installment payment plans.  In 2002, UICI was added to the
Standard & Poor's Small Cap 600 Index.  For more information,
visit http://www.uici.net

                          *   *   *

On July 21, 2003, UICI reported the discovery of a shortfall in
the type and amount of collateral supporting two of the
securitized student loan financing facilities entered into by
three special financing subsidiaries of AMS. The problems at one
of the financing facilities (the EFG-III LP commercial paper
conduit facility) are of three types: insufficient collateral, a
higher percentage of alternative loans (i.e., loans that are
privately guaranteed as opposed to loans that are guaranteed by
the federal government) included in the existing collateral than
permitted by the loan eligibility provisions of the financing
documents and failure to provide timely and accurate reporting.
The problems related to the second financing subsidiary (AMS-1
2002, LP) consist primarily of a higher percentage of alternative
loans included in the existing collateral than permitted by the
loan eligibility provisions of the financing documents, and the
failure to provide timely and accurate reporting. In addition, AMS
and the other four special financing subsidiaries of AMS have
failed to comply with their respective reporting obligations under
the financing documents.

As announced on July 24, 2003, AMS has obtained waivers and
releases from interested third parties, as described more fully
below, with respect to four of the six securitized student loan
financing facilities. The waiver and release agreements were
entered into with Bank of America and Fleet Bank (the providers of
a liquidity facility that supports the EFG-III, LP commercial
paper facility), Bank One (the trustee under the indentures that
govern the terms of the debt securities issued by each of AMS'
special financing subsidiaries) and MBIA Insurance Corporation
(the financial guaranty insurer of debt securities issued by four
of the seven AMS financing subsidiaries).

The waiver and release agreement for the EFG-III, LP (one of AMS'
special purpose financing subsidiaries) commercial paper
securitized student loan facility calls for UICI's contribution of
$48.25 million ($1.75 million on July 24, 2003, $36.5 million on
July 31, 2003 and $10.0 million on August 15, 2003) in cash to the
capital of AMS, all of which, as of July 31, 2003, UICI had
contributed to AMS.

The financial institutions agreed to waive all existing defaults
under the relevant financing documents with respect to EFG-III, LP
and EFG Funding (both of which are exclusively involved in the
commercial paper program) until January 1, 2004, which date will
be automatically extended for successive 90-day periods through
September 30, 2004 if the outstanding amount of commercial paper
is reduced to agreed-upon levels from its current outstanding
amount (approximately $440 million). As previously announced, AMS
has agreed to partially address the under-collateralization
problem by transferring to EFG-III, LP approximately $189 million
of federally-guaranteed student loan and other assets that meet
loan eligibility requirements under the financing documents and by
transferring approximately $34.4 million of uninsured student
loans that do not meet loan eligibility requirements under the
financing documents. In addition, AMS will contribute to EFG-III
LP $46.5 million of the $48.25 million in cash contributed to AMS
by UICI either in the form of cash or federally guaranteed student
loans. These various transfers by AMS will substantially eliminate
the shortfall in collateral amount with respect to the EFG-III LP
commercial paper conduit facility.

With respect to the AMS-1 2002, LP facility, as of July 24, 2003,
the interested parties agreed to waive, for a period of 90 days,
all defaults, amortization events and events of default based
solely on defaults arising prior to July 24, 2003 resulting from
non-federally insured student loans included in the collateral in
excess of the maximum percentage limit for such loans as set forth
in the documents governing the financing, which waiver is not
extendable. In addition, with respect to four other student loan
financing facilities, the interested parties agreed to waive, as
of July 24, 2003, all immaterial previously-existing defaults
resulting from inaccurate or untimely reporting or any other
reporting deficiency by the applicable issuer under each such
facility, AMS or any other affiliate of AMS, for a period of 90
days, which period is not extendable. Upon expiration of the 90-
day waiver period, all then uncured events of default shall be
reinstated and be in full force and effect.

UICI believes that it has no obligations with respect to the
indebtedness of AMS' special financing subsidiaries or with
respect to the obligations of AMS relating to such financings.
Nonetheless, in exchange for UICI's capital contribution to AMS as
described above, the financial institutions named above have
agreed to release UICI from any and all existing claims or suits
(other than claims for fraud at the UICI level) that could arise
relating to the AMS student loan financing facilities.


UNIROYAL TECH.: Court Converts Cases to Chapter 7 Liquidation
-------------------------------------------------------------
Uniroyal Technology Corporation and its debtor-affiliates sought
and obtained approval from the U.S. Bankruptcy Court for the
District of Delaware to convert these cases under Chapter 7
proceedings of the Bankruptcy Court.

The Debtors report that on October 24, 2003 omnibus hearing,
counsel to the Debtors, the official committee of unsecured
creditors, The CIT Group/Business Credit, Inc., and the United
States Trustee agree to convert these cases to chapter 7.  After
due deliberation, Judge Peter J. Walsh inked the conversion order.

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.


UNIROYAL TECH.: Commences Liquidation Proceeding Under Chapter 7
----------------------------------------------------------------
On August 14, 2003, Uniroyal Technology Corporation reported that
it had filed with the United States Bankruptcy Court for the
District of Delaware a motion for approval of bidding procedures
and sale of substantially all the assets of the Company's
subsidiary, Uniroyal Engineered Products, LLC to UEP Acquisition
LLC for a purchase price of $17.39 million, subject to
adjustments.

Howard R. Curd, Chairman and Chief Executive Officer of the
Company, is a principal of UEP Acquisition LLP. No other potential
purchasers having appeared at the auction scheduled for
September 24, 2003, the sale to UEP Acquisition LLC was approved
by the Bankruptcy Court on October 3, 2003. The sale was
consummated on October 17, 2003.

The Company's subsidiary, Uniroyal Optoelectronics, Inc. has been
selling its assets in piecemeal fashion since August 1, 2003
pursuant to a procedure approved by the Bankruptcy Court. Sales of
the remaining assets will be made in cooperation with the
Company's secured lender.

As previously reported, the Company and all of its subsidiaries
filed voluntary petitions for reorganization under Chapter 11 of
the United States Bankruptcy Code in the Bankruptcy Court (Case
Nos. 02-12471 through 02-12485) on August 25, 2002.

At the monthly omnibus hearing held in the Bankruptcy Court on
October 24, 2003, the Company, the Company's secured lender, the
Official Committee of Unsecured Creditors and other parties
acknowledged that, in light of the administrative insolvency of
the Company, conversion of the Chapter 11 cases to liquidation
under Chapter 7 of the Bankruptcy Code would be appropriate. On
October 30, 2003, the Bankruptcy Court issued an order converting
the cases to liquidation under Chapter 7 of the Bankruptcy Code.
It is not anticipated that the Company's stockholders and holders
of unsecured and administrative claims will receive any recovery
in the bankruptcy proceedings.

The liquidation of the assets of the Company and its subsidiaries
will be completed under the direction of a Chapter 7 trustee
appointed by the Office of United States Trustee.


UNITED AIRLINES: October 2003 Traffic Results Show 2% Drop
----------------------------------------------------------
United Airlines (OTC Bulletin Board: UALAQ) reported its traffic
results for October 2003.  

United reported a passenger load factor of 76.6 percent, up 5.9
points over October 2002.  Total scheduled revenue passenger miles
(RPMs) declined in October 2003 by 2.0 percent on a capacity
decrease of 9.6 percent vs. the same period in 2002.

United and United Express operate more than 3,400 flights a day on
a route network that spans the globe. News releases and other
information about United may be found at the company's Web site at
http://www.united.com


UNITED AIRLINES: Wants to Extend Bain's Consulting Engagement
-------------------------------------------------------------
The United Airlines Debtors want to extend the employment of Bain
& Company as strategic consultants and negotiating agents in
connection with the Express Carrier Agreements.

James H.M. Sprayregen, Esq., at Kirkland & Ellis informs the
Court that the Debtors need to expand Bain's services beyond that
contemplated in either the First or Second Letter of Proposal.  
Also, the Debtors propose to compensate Bain under a different
fee structure for five months, effective November 1, 2003.

Mr. Sprayregen asserts that, with Bain's assistance, the Debtors
have made significant progress in the areas Bain was employed to
render consulting services.  The Debtors have signed new
contracts with SkyWest and Air Wisconsin and are in the process
of moving from a Memorandum of Understanding to a final contract
with Mesa, all under new contract structures.  Bain has assisted
in developing transition plans for these modifications.

The Debtors now want Bain to continue to support the detailed
planning and implementation of the ACA transition plan and assist
in finalizing other express carrier agreements.

For the months November 2003 through March 2004, Bain's fees will
be $423,000 per month, plus expenses.  Fees are calculated using
the same rates and discounts as in prior applications. (United
Airlines Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


UNUMPROVIDENT: Reports Slight Decline in 3rd-Quarter Performance
----------------------------------------------------------------
UnumProvident Corporation (NYSE: UNM) reported net income of
$108.7 million ($0.36 per diluted common share) for the third
quarter of 2003, compared to net income of $113.4 million ($0.47
per diluted common share) for the third quarter of 2002. Included
in net income are net realized after-tax investment losses of
$16.0 million ($0.06 per diluted common share) in the third
quarter of 2003 and $41.6 million ($0.17 per diluted common share)
in the third quarter of 2002. Excluding the impact of the net
realized after-tax investment losses, after-tax operating income
for the third quarter of 2003 totaled $124.7 million ($0.42 per
diluted common share) compared to $155.0 million ($0.64 per
diluted common share) for the third quarter of 2002.
    
Thomas R. Watjen, UnumProvident's President and Chief Executive
Officer, stated, "Overall, the third quarter was a good quarter
for the Company with results generally in line with expectations.  
Our net income this quarter grew 10.4 percent relative to the
second quarter, while we reported flat earnings per share due to
the impact of the additional shares outstanding from our capital
raising effort earlier this year.  Strong statutory earnings and
capital growth, further favorable investment portfolio trends, and
strong individual income protection results relative to the second
quarter were significant highlights this quarter.  Our group
income protection results, however, continue to be below our
expectations, with higher new claim incidence this quarter
offsetting a higher level of net claim recoveries relative to the
second quarter. "

                        Results by Segment

The Income Protection segment reported operating income before net
realized investment gains and losses and income taxes of $121.8
million, compared to operating income of $165.7 million in the
third quarter of 2002.

Within the segment, the group income protection line reported
operating income of $42.7 million in the third quarter of 2003
compared to $85.4 million in the prior year third quarter.  The
lower earnings in the quarter relative to a year ago are primarily
the result of a decline in net claim recoveries and higher claim
incidence in the long-term income protection line of business, as
well as a reduction in the discount rate used for 2003 claim
incurrals.  Relative to the second quarter of 2003, earnings were
lower due to higher claim incidence and higher operating expenses,
which more than offset a higher level of net claim recoveries.

Also within this segment, the individual income protection line of
business reported operating income of $64.3 million, compared to
operating income of $68.0 million in the third quarter of 2002.  
The decline in earnings was primarily the result of higher paid
benefits and a reduction in the discount rate used for 2003 claim
incurrals.  Relative to the second quarter of 2003, earnings
improved due to a higher level of net claim recoveries.  In 2003,
the Company began reporting separately the results of its recently
issued individual income protection business and its closed block
of individual income protection business.  Operating income in the
recently issued individual income protection business totaled
$45.1 million in the third quarter of 2003 compared to $48.9
million in the third quarter of 2002. Operating income in the
closed block of individual income protection business totaled
$19.2 million in the third quarter of 2003 compared to $19.1
million in the third quarter of 2002.

Also within this segment, the long-term care line, which includes
the results of both the group and individual long-term care lines,
reported operating income of $10.5 million in the third quarter of
2003, compared to $7.8 million in the third quarter of 2002.  
Finally, the disability services line of business reported
operating income of $4.3 million in the third quarter of 2003,
compared to $4.5 million in the third quarter of 2002.

Premium income for the Income Protection segment increased 7.1
percent to $1,336.5 million in the third quarter of 2003, compared
to $1,247.8 million in the third quarter of 2002.  Within this
segment, premium income for the group income protection line
increased 8.5 percent to $793.9 million in the third quarter of
2003 from $731.7 million in the third quarter of 2002.  Premium
income for the individual income protection line increased 2.2
percent to $438.7 million in the third quarter of 2003 from $429.3
million in the third quarter of 2002.  Within this line, premium
income in the recently issued block of individual income
protection increased 12.8 percent to $176.6 million in the third
quarter of 2003 from $156.6 million in the third quarter of 2002.
Premium income in the closed block of individual income protection
declined 3.9 percent to $262.1 million in the third quarter of
2003 from $272.7 million in the third quarter of 2002.  Finally
within this segment, premium income for the long-term care line
increased 19.7 percent to $103.9 million in the third quarter of
2003 from $86.8 million in the third quarter of 2002.

New annualized sales (submitted date basis) for group long-term
income protection products declined 3.6 percent to $64.1 million
in the third quarter of 2003, from $66.5 million in the third
quarter of 2002.  New annualized sales (submitted date basis) for
group short-term income protection products declined 11.0 percent
to $25.9 million in the third quarter of 2003, from $29.1 million
in the third quarter of 2002.  New annualized sales (paid for
basis) for individual income protection declined 11.9 percent to
$36.9 million in the third quarter of 2003 from $41.9 million in
the third quarter of 2002.

Premium persistency in the Company's long-term income protection
block improved to 86.6 percent for the first nine months of 2003
compared to 85.5 percent in the first nine months of 2002.  
Persistency also improved in the Company's short-term income
protection line of business to 84.7 percent for the first nine
months of 2003 compared to 81.0 percent in the first nine months
of 2002.

The Life and Accident segment reported operating income of $67.1
million in the third quarter of 2003, compared to $61.4 million in
the third quarter of 2002.  The improvement in results relative to
the year ago quarter was primarily the result of improved
experience in the accidental death & dismemberment and voluntary
life and other lines of business, which more than offset lower
income in the group life line of business.

Premium income in this segment increased 6.8 percent to $490.8
million in the third quarter of 2003, compared to $459.6 million
in the third quarter of 2002.  New annualized sales (submitted
date basis) in the group life line totaled $33.4 million in the
third quarter of 2003, compared to $40.4 million in the third
quarter of 2002.  New annualized sales in the accidental death
and dismemberment line of business totaled $3.5 million in the
third quarter of 2003, compared to $4.8 million in the year ago
quarter.  New annualized sales in the brokerage voluntary life and
other lines totaled $11.9 million in the third quarter of 2003
compared to $11.2 million in the third quarter of 2002.

Premium persistency in the Company's group life line of business
declined slightly to 83.3 percent for the first nine months of
2003 compared to 83.7 percent in the first nine months of 2002.

The Colonial segment reported operating income of $38.5 million in
the third quarter of 2003, compared to $34.4 million in the third
quarter of 2002. Premium income for this segment increased 8.1
percent to $174.0 million in the third quarter of 2003, compared
to $160.9 million in the third quarter of 2002.  New annualized
sales in this segment increased 7.5 percent to $61.8 million in
the third quarter of 2003, from $57.5 million in the third quarter
of 2002.

The Other segment, which includes results from products no longer
actively marketed, reported operating income of $8.7 million in
the third quarter of 2003, compared to $12.2 million in the third
quarter of 2002.

The Corporate segment, which includes investment earnings on
corporate assets not specifically allocated to a line of business,
corporate interest expense, and certain corporate expenses,
reported a loss of $47.1 million in the third quarter of 2003,
compared to a loss of $34.6 million in the third quarter of 2002.

During the second quarter of 2003, the Company issued a total of
52,877,000 shares of common stock and 23,000,000 8.25% adjustable
conversion-rate equity security units (units) in a public
offering.  As a result, the average number of shares used to
calculate the per diluted common share results increased from
242,276,584 for the third quarter of 2002 to 298,707,338 for the
third quarter of 2003.  Because the average market price of the
Company's common stock exceeded the threshold appreciation price
of $13.27 during the quarter, the share count used to calculate
quarterly net income per common share assuming dilution includes
2,480,537 shares related to the units.  If the average market
price of the Company's common stock is $16.00 for the fourth
quarter of 2003, the share count used to calculate quarterly net
income per common share assuming dilution for the fourth quarter
of 2003 would include approximately 7.4 million shares related to
the units. The actual number of shares outstanding as of
September 30, 2003 was 296,061,937 compared to 241,504,002 as of
September 30, 2002.

At September 30, 2003, book value per common share was $26.52,
compared to $28.33 at December 31, 2002 and $27.62 at
September 30, 2002.  Book value per share excluding net unrealized
gains on securities was $21.36 at September 30, 2003, compared to
$24.25 at December 31, 2002 and $24.54 at September 30, 2002.

                       Investment Results

The net realized after-tax investment loss in the third quarter of
2003, which totaled $16.0 million, was comprised of gross realized
before-tax investment losses and write-downs of $61.2 million and
gross realized before-tax investment gains of $36.1 million, for a
net realized before-tax investment loss of $25.1 million.  For the
third quarter of 2002, the net realized after-tax investment loss,
which totaled $41.6 million, was comprised of gross realized
before-tax investment losses and write-downs of $77.4 million and
gross realized before-tax investment gains of $13.6 million, for a
net realized before-tax investment loss of $63.8 million.

The Company also reported that the net unrealized gain on its bond
portfolio totaled $2.93 billion as of September 30, 2003 compared
to $1.85 billion as of December 31, 2002.  Additionally, the gross
unrealized loss on the portfolio totaled $534.1 million as of
September 30, 2003 compared to $1,066.7 million as of December 31,
2002.  The Company's exposure to below investment grade securities
declined to 7.7 percent on a market value basis as of September
30, 2003 compared to 10.0 percent at December 31, 2002 and 9.1
percent at September 30, 2002.  On a book value basis, the
Company's exposure to below investment grade securities declined
to 9.2 percent as of September 30, 2003 compared to 13.9 percent
at December 31, 2002 and 12.8 percent at September 30, 2002.

The subsidiaries of UnumProvident Corporation offer a
comprehensive, integrated portfolio of products and services
backed by industry-leading return-to-work resources and disability
expertise.  UnumProvident is the world leader in protecting income
and lifestyles through its comprehensive offering of group,
individual, and voluntary benefits products and services.
UnumProvident's primary operations are in the United States and
the United Kingdom.

UnumProvident is the largest provider of group and individual
disability income protection insurance in North America.  Through
its subsidiaries, UnumProvident insures more than 25 million
people and paid $4.8 billion in total benefits to customers in
2002.  With primary offices in Chattanooga, Tenn., and Portland,
Maine, the company employs more than 13,000 people worldwide.  For
more information, visit http://www.unumprovident.com  

                         *   *   *

As previously reported, Standard & Poor's Ratings Services
affirmed its ratings on various UnumProvident Corp.-related
synthetic transactions and removed them from CreditWatch where
they were placed Feb. 18, 2003.

These rating actions follow the affirmations of the ratings on
the related securities, and their removal from CreditWatch. A
copy of the UnumProvident Corp.-related summary analysis, dated
May 8, 2003, can be found on RatingsDirect, Standard & Poor's
Web-based credit analysis system, at www.ratingsdirect.com.

         RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH

         CorTS Trust for Provident Financing Trust I
   $52 million corporate-backed trust securities certificates

                             Rating
         Class        To                From
         Certs        BB                BB/Watch Neg

         CorTS Trust II for Provident Financing Trust I
   $87 million corporate-backed trust securities certificates

                             Rating
         Class        To                From
         Certs        BB                BB/Watch Neg

         CorTS Trust III for Provident Financing Trust I
   $26 million corporate-backed trust securities certificates

                             Rating
         Class        To                From
         Certs        BB                BB/Watch Neg

                   CorTS Trust for Unum Notes
   $25 million corporate-backed trust securities certificates

                             Rating
         Class        To                From
         Certs        BBB-              BBB-/Watch Neg

                PreferredPLUS Trust Series UPC-1
   $32 million PreferredPLUS trust series UPC-1 certificates

                             Rating
         Class        To                 From
         Certs        BBB-               BBB-/Watch Neg


USG CORP: Court Okays C. Loizides as Committee's Local Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of USG Corporation
obtained permission from the Court to retain Christopher D.
Loizides,  P.C. as its special local counsel, nunc pro tunc to
July 29, 2003, for the limited purpose of filing and prosecuting
its complaints against certain defendants.

Specifically, Loizides will be required to:

   (a) file the preference complaints against the Conflicted
       Entities and, if needed, to take all necessary actions to
       prosecute the complaints, including the preparation of all
       motions, applications, orders and any other related papers
       as well as the negotiation, execution and enforcement of
       any settlements as may be requested by the Committee after
       consultation with its other counsel; and

   (b) perform all other necessary legal services in connection
       with the complaints against the Conflicted Entities as may
       be requested by the Committee in consultation with its
       other counsel.

Loizides' professionals will be compensated according to their
hourly rates:

     Chris Loizides        Principal               $215
     Magdalen Braden       Of Counsel               175
     Michael Joyce         Associate                130
     Debbie Westwood       Paralegal                125
     Paul Baker            Legal Assistant           45
     Gillian Thomas        CMA                       25

The firm will also be reimbursed of its reasonable out-of-pocket
expenses. (USG Bankruptcy News, Issue No. 55; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


VENTAS INC: Selling 10 Facilities to Kindred for $85 Million
------------------------------------------------------------
Ventas, Inc. (NYSE: VTR) has reached an agreement to sell ten of
its facilities to its primary tenant Kindred Healthcare, Inc.
(Nasdaq: KIND), which currently leases and operates those
facilities.

Total consideration for the sale is $85 million, consisting of a
purchase price of $79 million and a $6 million lease termination
fee.  Current annual rent on the ten facilities is approximately
$5 million.  The purchase price and lease termination fee will be
payable in cash, at closing, which is expected to occur by year-
end.

"This transaction should provide significant benefits to Ventas
and Kindred shareholders. By completing the sale, Ventas will
remove the worst performing assets from its Master Leases with
Kindred, which will improve the overall quality of the portfolio
and increase cash flow coverages in the Master Leases with
Kindred. It will also generate cash proceeds that will be
available to fund Ventas's strategic diversification program,"
Ventas Chairman, President and CEO Debra A. Cafaro said.  "By
eliminating the operating losses in these ten assets, Kindred
should achieve increased profitability in the future.  We are
delighted to work cooperatively and pro-actively with Kindred to
craft a transaction that should create shareholder value for both
companies."

The assets consist of two hospitals, located in Minnesota and
Michigan, and eight skilled nursing facilities located in
Kentucky, Massachusetts, Connecticut and Wisconsin.  The hospitals
contain 332 beds and the eight skilled nursing facilities contain
1,081 beds.

As a result of the sales, Ventas expects to record a book gain of
approximately $54 million in its 2003 earnings.  The gain will be
excluded from FFO in accordance with the NAREIT definition of FFO.
The Company does not expect to incur any taxes or additional 2003
dividend requirements in connection with the sale.

The transaction is expected to close in December 2003, subject to
approval by Kindred's lenders and other closing conditions.  There
can be no assurance that the announced transaction will close or,
if so, when it will close.

                   MASTER LEASE RENT COVERAGES

In its third quarter earnings report issued on October 27, 2003,
Ventas said that the EBITDAR to rent coverages on its Kindred
portfolio is 1.6 times for the trailing twelve months ended
June 30, 2003 (the latest period available).  Excluding the ten
assets to be sold, Kindred's EBIDTAR to rent coverage for the same
period is 1.7 times.

          2003 AND 2004 NORMALIZED FFO GUIDANCE REAFFIRMED

Ventas re-affirmed its 2003 normalized FFO guidance of between
$1.52 and $1.54 per diluted share, and its 2004 normalized FFO
guidance of between $1.58 and $1.62 per diluted share.  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. It also excludes the impact of (a) any
expense for "swap ineffectiveness" equal to the portion of the
unrealized loss on its $450 million notional amount LIBOR swap
(the Swap) in excess of its variable rate debt balances or (b) any
cash costs the Company may incur to reduce the notional amount of
the Swap to more closely match its variable rate debt balances.

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

Ventas, Inc. -- whose September 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $24 million -- is a
healthcare real estate investment trust that owns 44 hospitals,
202 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


VERITEC INC: Callahan Johnston Bolts from Auditing Engagement
-------------------------------------------------------------
On October 27, 2003, Veritec, Inc. received a letter of
resignation dated October 22, 2003 from its independent public
accountants, Callahan, Johnston & Associates, LLC.

Callahan's audit reports for each of the years ended June 30, 2003
and 2002 were modified as to the uncertainty of the Company's
ability to continue as a going concern.

The Company's Board of Directors has yet to select new independent
public accountants for the Company.


VINTAGE PETROLEUM: Provide 2004 Prelim. Capital Budget & Targets
----------------------------------------------------------------
Vintage Petroleum, Inc. (NYSE: VPI) announced its preliminary 2004
non-acquisition capital budget of $225 million, a 22 percent
increase from 2003's planned capital budget of $185 million.

Approximately 73 percent, or $165 million, of the total 2004
capital expenditure budget is allocated to lower-risk exploitation
projects. About 50 percent of total exploitation spending, or $84
million, is allocated to drilling, workovers, seismic surveys and
secondary recovery projects in Argentina. The four-rig drilling
program initiated during 2003 will be continued in 2004,
accounting for about 70 percent of the Argentina exploitation
budget, with expectations of drilling 90 wells (88 wells in the
San Jorge basin and 2 wells in the Piedras Coloradas concession),
a 29 percent increase over the 70 wells planned for 2003. The
remaining 30 percent of the Argentina exploitation budget is
allocated for the completion of 84 workovers in the San Jorge
basin, the initiation of waterflood projects and 3-D seismic
surveys. Initial waterflood production response is expected during
2005. Approximately 165,000 acres of 3-D seismic will be recorded
on the Tres Picos-Caleta Olivia, Cerro Wenceslao, and Cerro Overo
concessions during 2004. Currently, only 39 percent of the
company's operated 1.1 million gross acres in Argentina have been
covered by 3-D seismic surveys.

The North American exploitation budget of $55 million accounts for
33 percent of the total exploitation budget with $46 million
allocated to the United States. The 2004 domestic drilling program
consists of 31 wells in California, Louisiana, Oklahoma and Texas,
with 63 workovers budgeted in those same states.

In Canada, a total budget of $22 million has been set with nearly
60 percent allocated to exploration and 40 percent to
exploitation. Fifteen exploitation wells in the Peace River Arch,
West Central and Sturgeon Lake areas and 11 workovers in the Peace
River Arch, East of 5 and Sturgeon Lake areas are scheduled.

On October 15, 2003, the Republic of Yemen's Ministry of Oil and
Minerals approved Vintage's S-1 Damis block development plan
covering approximately 285,000 acres for a term of 20 years.
Facilities construction and drilling in Yemen account for the
remaining $26 million, or 16 percent of Vintage's 2004
exploitation budget. Approximately $17 million has been earmarked
in the 2004 budget for the construction of facilities near the An
Nagyah light oil discovery and a pipeline. Approximately $6
million in capital expenditures will be incurred for facilities
construction during the first quarter of 2005 to complete the
installation. The facilities will be designed to process up to
10,000 gross (5,200 net) barrels of oil per day and are expected
to be completed by April 2005. The remaining $9 million allocated
to Yemen is for the drilling of six An Nagyah development wells
and one Harmel appraisal well during 2004. Vintage expects to
install facilities which will allow for the early production of up
to 2,500 gross (1,300 net) barrels of oil per day beginning during
the first quarter of 2004.

The remaining 27 percent of the 2004 capital budget, or
approximately $60 million, will be directed toward exploration
projects primarily targeting gas in North America. About $51
million, or 85 percent of the exploration budget, will be spent in
North America and $9 million will be spent on international
projects.

In the United States, $38 million will be spent on exploration
activities. Of this amount, $25 million has been allocated to 10
exploration wells which will be drilled on eight prospects located
in West Texas, the Texas Gulf Coast and South Louisiana. The
remaining $13 million has been allocated to the acquisition of
seismic and leasehold required to continue to build the
exploration prospect inventory in the United States. Approximately
$13 million has been allocated to Canadian exploration where 12
wells are planned to be drilled in the foothills trend of
Northeast British Columbia and Peace River Arch areas.

Exploration outside North America has been allocated $9 million
which will be spent primarily on the drilling of two wells in
Italy and the continuing geological evaluation of the high impact,
frontier project in Bulgaria. In early 2001, Vintage acquired a 70
percent working interest in two exploration blocks situated in the
Po Valley, an industrial region of northern Italy which has a
long-established production history and well-developed pipeline
infrastructure serving a highly developed gas market. Using
seismic attributes analysis from reprocessed 2-D seismic combined
with newly acquired geochemical surveys, Vintage is targeting
shallow Pliocene gas sands in structural-stratigraphic traps. The
process of well permitting is underway and the company plans to
begin drilling the first of two exploration wells in early 2004.
If successful, Vintage believes that numerous similar prospects
can be drilled using the same technology-driven exploration
concept. Vintage is the operator of the Bastiglia and Cento blocks
covering approximately 275,000 gross acres.

                          Targets for 2004

The 2004 non-acquisition capital budget is aimed at stabilizing
production in the short-term while devoting significant resources
to projects that can provide longer-term growth opportunities.
Approximately $78 million, or 35 percent of the total 2004 non-
acquisition capital budget, is comprised of exploration and
development expenditures that target production growth in 2005 and
beyond. Vintage is targeting production of 26.9 million barrels of
oil equivalent in 2004. This targeted production level takes into
account the impact of the recent Simi Valley fire that shut-in
approximately 3,500 barrels of oil equivalent per day of Vintage's
production in California. Vintage expects the shut-in wells to be
returned to production throughout the first quarter of 2004.

The company has assumed a lower average NYMEX price for the year
2004 of $27.00 per barrel of oil versus its revised 2003
assumption of $30.40 per barrel. For natural gas, the company has
lowered its assumed NYMEX price for the year to $5.00 per MMBtu
from its revised 2003 assumption of $5.45 per MMBtu. The oil price
received in 2004 as a percent of the NYMEX price is anticipated to
be 84 percent compared to the 87 percent estimated for 2003. The
gas price received in 2004 as a percent of the NYMEX price is
anticipated to strengthen marginally to 69 percent from 68 percent
assumed for 2003.

Given its preliminary outlook for the 2004 capital budget,
production, assumed prices and costs enumerated in the
accompanying table, "Vintage Petroleum, Inc. Preliminary Targets
for 2004," as well as other expectations, Vintage has established
2004 targets for cash flow (before all exploration expenses and
working capital changes) and EBITDAX of $214 million and $315
million, respectively. The 2004 targets do not reflect the impact
of the costs to be incurred to repair damage to the company's
properties resulting from recent fires in California.

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


VINTAGE PETROLEUM: Reports Third-Quarter 2003 Operations Update
---------------------------------------------------------------
Vintage Petroleum, Inc. (NYSE: VPI) updated its operational
activities and plans for 2003.

During the third quarter, $50 million of the company's 2003
planned non-acquisition capital budget of $185 million was spent
drilling a total of 37 gross (33.0 net) wells and performing 56
workovers. The company is on track to drill approximately 130 net
wells and undertake a variety of lower-risk exploitation projects
with approximately 70 percent of the budget during 2003. The
remaining 30 percent of the budget continues to be allocated
primarily to potentially higher-impact exploration programs in the
United States, Canada and Yemen.

                          United States

Exploitation

During the quarter, five gross (four net) exploitation wells were
drilled with an 86 percent success rate. Year to date, 23 gross
(20.0 net) wells have been drilled with an 85 percent success rate
and 96 workovers have been performed. Exploitation drilling in the
Gilmer and Loma Blanca Fields in Texas and the Strong City Field
in Oklahoma resulted in three gross (2.5 net) wells with an
initial production buildup of 5.6 million cubic feet of gas and
200 barrels of oil per day net to Vintage's interest. High angle
drilling of one gross (one net) well in the Pleito Ranch Field in
California developed an initial net production buildup of 260
barrels of oil and 100 thousand cubic feet of gas per day. The
2003 U.S. exploitation program budgeted at $49 million is on track
to drill a total of 35 gross (29 net) wells by year-end. Vintage
is drilling a replacement well for its Galveston Bay State Tract
65-2 well lost due to mechanical reasons and will drill
approximately five horizontal oil wells during the fourth quarter
in the Darst Creek field as well as test a high-angle drilling
concept in the San Miguelito field in California. Additionally,
several tight gas wells are planned in the Gilmer and Terryville
fields in Texas and Louisiana. Based on the results of these
various exploitation drilling programs, several additional future
drilling locations could be generated in these fields.

Exploration

Vintage has secured an interest in over 19,500 gross acres in the
Permian basin encompassing three, multi-well exploration prospects
targeting known tight carbonate gas reservoirs. These prospects
are predicated on an established play concept which utilizes
horizontal drilling and fracture stimulation technology to
significantly improve production and economics over the historical
results obtained utilizing vertical wellbores.

The first exploration well in the Austin prospect in Lea County,
New Mexico, the Hannah 17 State #2-H, targets the Mississippian
formation and casing has been set at a measured depth of 16,428
feet, which includes the 3,100 foot horizontal section. The
fracture stimulation of the horizontal section is scheduled for
early November, and if successful, several additional wells could
be drilled on this prospect.

The first exploration well on the Rosehill prospect, the Wilbanks
53 #2-H, in Martin County, Texas, targets the Mississippian
formation as well. The well has been drilled to a depth of 10,550
feet and casing has been set. Drilling is proceeding on a 4,000
foot horizontal section and is expected to take approximately 30
days. Vintage has a 100 percent working interest in both the
Rosehill and Austin wells.

Earlier this year, Vintage participated in the Muleskinner #1 well
in the Leatherwood prospect with a 33 percent working interest.
This well was a horizontal Devonian test in Terrell County, Texas,
drilled to a total depth of 17,931 feet, which included a 2,750
foot horizontal section. Three separate fracture stimulations were
performed in the horizontal section and the well currently has
sustained production of 1.1 million cubic feet of gas per day
gross (261 thousand cubic feet of gas per day net). Pending
further technical evaluation, additional wells may be drilled in
this prospect.

Vintage is pursuing company-generated Oligocene and Miocene
prospects in the Texas Gulf Coast based on 3-D seismic and
geochemical surveys. Within these targeted play concepts Vintage
has acquired five Texas state leases covering three shallow water
prospects. The first exploration well to be drilled on one of the
Texas Gulf Coast exploration plays is located on the Tres prospect
which is based on a Miocene gas exploration target coupled with
the redevelopment of additional Miocene oil and gas sands. In
November, Vintage will begin drilling the first of two wells
planned for the fourth quarter to an approximate depth of 8,200
feet. Vintage will operate these wells and has a 65 percent
working interest in this prospect; and if successful, production
could commence as early as mid-year 2004. The total net unrisked
reserve potential on the Tres prospect is 15 Bcfe.

Argentina

Twenty-one gross (20.4 net) exploitation wells were drilled on
several concessions in the San Jorge Basin and the Cuyo Basin
during the third quarter with a success rate of 100 percent. In
addition, 16 workovers were performed during the third quarter.
Four drilling rigs and six workover rigs were running during the
third quarter. Forty-six gross (44.8 net) wells have been drilled
and 55 workovers have been performed year-to-date. Vintage plans
to drill 70 gross (68.8 net) wells this year. 3-D seismic covering
nearly 36,000 acres is scheduled during the fourth quarter on the
Canadon Leon concession.

Canada

Vintage has drilled 25 gross (16.0 net) exploitation and
exploration wells with an 81 percent success rate year-to-date.
For the year, Vintage plans to drill approximately 40 gross (25.0
net) exploitation and exploration wells with activity occurring in
the Sturgeon Lake, West Central and Peace River Arch areas of
Alberta and the foothills trend in northeastern British Columbia.
During the third quarter, exploitation drilling in the Sturgeon
Lake and West Central areas added 1.5 million cubic feet of gas
per day and 175 barrels of oil per day of stabilized production.

Exploration activity continued in the Cypress area located in the
foothills trend of northeastern British Columbia. The first well,
a 5,210 foot Triassic test, has been drilled and cased with
completion operations underway. One additional Triassic well is
planned during the fourth quarter. Vintage will have a 40 percent,
non-operated interest in this prospect. In the same prospect area,
Vintage will spud an 8,940 foot Mississippian test during
November. Vintage will operate this well and participate with a 60
percent working interest. Prospect size for the targeted plays
range from 20 to 150 Bcfe. Vintage's net unrisked reserve
potential for this program is approximately 90 Bcfe. During 2003,
Vintage and its partners have acquired 9,800 net (23,800 gross)
acres in the prospect area located near marketing infrastructure.

During early 2003, Vintage entered an agreement to conduct
exploration activities as operator on four onshore blocks in the
province of Nova Scotia, Canada. Vintage drilled the Beech Hill #
1 prospect located in the Antigonish block to a total depth of
3,425 feet targeting potential oil accumulations in a
Carboniferous Age reef. At this location, the well did not
encounter reservoir quality formations and was subsequently
abandoned. With the drilling of the well, Vintage has earned an 80
percent working interest in the Antigonish block. During the third
quarter, the company acquired 46 miles of 2-D seismic and
conducted a geochemical survey on the Bras d'Or, Sydney and Pictou
blocks. Vintage has the opportunity to earn 75 percent working
interest in the Bras d'Or, Sydney and Pictou blocks and, depending
on the evaluation of the acquired geological information, may
elect to acquire additional seismic data or proceed with the
drilling of wells on these blocks. The Antigonish, Bras d'Or,
Sydney and Pictou blocks cover approximately 1.5 million gross
acres.

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


VINTAGE PETROLEUM: Third-Quarter Results Show Weaker Performance
----------------------------------------------------------------
Vintage Petroleum, Inc. (NYSE: VPI) announced net income of $11.8
million, or $0.18 per diluted share, for the third quarter of 2003
compared to income from continuing operations of $14.7 million, or
$0.23 per diluted share, in the same quarter last year. Net income
in the third quarter of 2002 was $31.7 million, or $0.50 per
diluted share, including income from discontinued operations in
Trinidad and Ecuador.

Cash flow from continuing operations (before all exploration
costs, changes in working capital and current taxes on property
sales) was $66.4 million for the third quarter of 2003, exceeding
the "First Call Consensus" expectation for the quarter of $65.3
million (based on 66.0 million diluted shares). This compares to
$61.3 million in the year-ago quarter and reflects the increase in
oil and gas prices from the year-ago levels partially offset by
lower production and higher costs. See the attached table for
Vintage's calculation of cash flow from continuing operations, a
non-GAAP financial measure. Cash provided by operating activities
for the third quarter of 2003 was $78.0 million compared to $66.5
million in the year- earlier quarter.

Oil and gas production for the third quarter of 2003 of 6.9
million equivalent barrels (BOE) was flat with the second quarter
of 2003 but short of the company's internal target of 7.2 million
BOE. Oil production during the third quarter of 2003 totaled 4.5
million barrels and natural gas production was 14.1 Bcf. The
decline from the year-earlier quarter's 7.7 million BOE of
production from continuing operations was attributable to the
anticipated declines resulting from U.S. and Canadian property
divestitures in 2003, natural production declines and the effects
of substantially curtailed capital expenditures in 2002 which
resulted in significantly lower production levels at the start of
2003.

The average price received for gas (including the impact of
hedges) was dramatically higher than the average price received in
the year-ago quarter, rising 56 percent to $3.13 per Mcf in the
current quarter compared to $2.01 per Mcf in the third quarter of
last year. The average realized price for oil (including the
impact of hedges) was slightly higher at $24.94 per barrel
compared to $24.61 per barrel in the year-earlier quarter.

Oil and gas sales rose four percent to $156.9 million from $151.5
million in last year's quarter as the effect of higher natural gas
prices more than offset the decline in production. Total revenues
for the quarter were $183.4 million, compared to $166.9 million in
the year-ago quarter.

Lease operating expenses (LOE) increased 11 percent to $55.9
million from the year-earlier $50.2 million. Argentine peso
inflation and the strengthening of the Argentine peso relative to
the U.S. dollar resulted in an increase in LOE in Argentina
expressed in U.S. dollars, accounting for two- thirds of the
overall increase in LOE. Increases in Argentine crude oil export
taxes and severance taxes also resulted in LOE increases in the
quarter. LOE per BOE for the quarter increased to $8.14 per BOE
($7.06 per BOE excluding Argentine export taxes) compared to $6.54
per BOE ($5.70 per BOE excluding Argentine export taxes) in last
year's third quarter as a result of the higher costs and lower
production.

Total general and administrative costs of $16.0 million increased
from $11.8 million in the year-earlier quarter primarily due to
expenses related to restricted stock awards (a non-cash item),
asset taxes in Argentina and cash bonuses included in this year's
quarter with no comparable amounts in the year-earlier period.

Interest expense decreased 11 percent, or $2.2 million, to $17.8
million as a result of the company's lower outstanding debt level.

Exploration expense of $9.1 million during the third quarter of
2003 included $5.1 million in seismic, geological and geophysical
costs and $4.0 million in lease impairments and dry hole costs.
This compares to a total of $5.6 million during the third quarter
of 2002 which included $1.4 million in seismic, geological and
geophysical costs and $4.2 million in lease impairments and dry
hole costs.

                         Nine Month Results

For the nine months ended September 30, 2003, income before
certain major items was $60.3 million, or $0.92 per diluted share,
compared to the year- earlier period's income of $26.4 million, or
$0.41 per diluted share (see the attached table for reconciliation
of this non-GAAP measure to net income (loss)).

Net income for the nine months ended September 30, 2003, of $43.7
million, or $0.67 per diluted share, compares to a net loss of
$12.0 million, or $0.19 per share, in the first nine months of
2002.

Cash flow from continuing operations (before all exploration
costs, changes in working capital and current taxes on property
sales and loss on early extinguishment of debt) was $215.1 million
for the nine months ended September 30, 2003, up 32 percent
compared to $162.6 million in the year-ago period, reflecting the
increase in oil and gas prices from the year-ago levels. See the
attached table for Vintage's calculation of cash flow from
continuing operations, a non-GAAP financial measure. Cash provided
by operating activities for the nine months ended September 30,
2003, was $172.2 million compared to $155.8 million in the year-
earlier period.

                  Liquidity and Capitalization

At September 30, 2003, net debt (long-term debt less cash) to book
capitalization was 48.8 percent, down from 60.5 percent at year-
end 2002. In addition to the $142 million of cash on hand, the
company had nearly $300 million of availability under its bank
revolving credit facility which provides the company with
substantial liquidity. On October 2, 2003, approximately $103
million of this liquidity was used to call the 8-5/8% senior
subordinated notes due in 2009.

                      2003 Target Update

The company is maintaining its annual target for cash flow from
continuing operations (before all exploration expenses, current
taxes on any property sales and working capital changes) in 2003
of $265 million and adjusting its target for EBITDAX to $380
million. The company has adjusted its targeted 2003 production to
27.3 million BOE versus the previous target of 28.3 million BOE
due primarily to a combination of the results and timing of
various U.S. exploration projects, a slower than expected build-up
in Argentine exploitation volumes and production shut-ins as a
result of the recent fires in California. These revised targets
and others are enumerated in the accompanying table, "Vintage
Petroleum, Inc., Revised 2003 Targets" and are based on assumed
average NYMEX prices for 2003 of $30.40 per barrel of oil and
$5.45 per MMBtu of gas versus its previously assumed NYMEX prices
of $29.00 per barrel of oil and $5.25 per MMBtu of gas.

The 2003 targets do not reflect the impact of the costs to be
incurred to repair damage to the company's properties resulting
from recent fires in California. Damage assessment is underway and
preliminary estimates range from $5 to $12 million expected to be
incurred through the first quarter of 2004.

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


VISHAY INTERTECH.: Files Registration Statement for Notes' Resale
-----------------------------------------------------------------
Vishay Intertechnology, Inc. (NYSE: VSH) (S&P, BB Corporate Credit
and Senior Unsecured Bank Loan Ratings, Stable) filed Wednesday a
registration statement with the Securities and Exchange Commission
registering for resale by selling securityholders Vishay's 3-5/8%
Convertible Subordinated Notes due 2023 and the shares of common
stock issuable upon conversion of these notes.  

As required by the registration rights agreement regarding the
notes, Vishay gives notice to holders of the notes that it will
not request that the registration statement be declared effective
by the SEC earlier than December 5, 2003, subject in all cases to
compliance with applicable securities laws.

Vishay is one of the world's largest manufacturers of discrete
semiconductors (diodes, rectifiers, transistors, optoelectronics,
and selected ICs) and passive electronic components (resistors,
capacitors, inductors, and transducers).  Vishay's components can
be found in products manufactured in a very broad range of
industries worldwide.

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

A written prospectus meeting the requirements of Section 10 of the
Securities Act of 1933 may be obtained by writing or telephoning
Vishay at 63 Lincoln Highway, Malvern, PA 10355, attention William
Spires (610) 644-1360.


WARNACO: Third Point Attacks & Wants to Oust Stuart Buchalter
-------------------------------------------------------------
Third Point Management Company LLC conducted an investigation on
the qualifications and histories of the current members of The
Warnaco Group board of directors as part of its due diligence
process.  Third Point took special notice of Stuart Buchalter,
Chairman of the Warnaco Board, his compensation on the Warnaco
Board as well as his prior employment history.  Third Point had
earlier called for Mr. Buchalter's resignation from the Board.  
Third Point also demanded a seat on Warnaco's Board.  Third Point
wants to designate Daniel S. Loeb, a managing member of Third
Point, to Warnaco's Board.

Third Point's investigations reveal that Mr. Buchalter extracted
$500,000 as a non-executive Chairman in 2002 and currently
receives the indefensible salary of $250,000.  Third Point
believes that the salary is outrageously high sum for a non-
executive Chairman who has already been gifted 12,975 free
shares.  Mr. Buchalter also received a $210,004 one-time cash
bonus on Warnaco's emergence from bankruptcy in February 2003.

Third Point also discovered that Mr. Buchalter is a director of
E4L, the former National Marketing.  Mr. Buchalter had not
disclosed this membership.  While there seems to be nothing wrong
with that, what is disturbing is E4L's performance.  E4L shares
trade on the Pink Sheets at 1/100th of a cent.  E4L currently
operates under bankruptcy protection.

"Evidently, Stuart Buchalter attracts bankruptcies the way Pigpen
(of Charlie Brown fame) attracts a cloud of filth hovering
overhead," Mr. Loeb said in a news release in August 2003.

Mr. Buchalter also failed to mention his prior membership to the
Board of Earl Scheib.  Mr. Buchalter's father is the chairman of
Earl Scheib.

However, the cornerstone of Mr. Buchalter's career was his role
in the management of Standard Brands, a company where he rose
from the ranks of to Chairman and Chief Executive Officer.  
Standard Brands is a do-it-yourself paint discounter based in
Torrance, California.

With respect to the Standard Brands affiliation, Mr. Loeb cited
an August 21, 1985 report in The New York Times about Mr.
Buchalter's statements regarding Standard Brands' search for ways
to cut costs.  The article quoted Mr. Buchalter as saying, "[w]e
all got a little bit lazy, and now we're forced to look at each
expense and figure out what's it doing for me".  During that
time, Standard Brands had not been able to raise prices for 18
months due to competition from off-price warehouse stores.

A June 29, 1987 Forbes article also chronicled Standard Brands'
performance under Mr. Buchalter's management.  Mr. Buchalter
purportedly told his shareholders at a May 29, 1987 annual
meeting that it was only rumors that someone had been buying
blocks of shares of Standard Brands.  Standard Brands'
performance at the stock market and profits at that point was off
28% since the 1984 peak.

The United Press also reported that Mr. Buchalter and the
Standard Brands Board rejected a $300,000,000 takeover bid from
New Zealand's Chase Corporation.  Standard Brands' directors
determined the unsolicited $28 per share offer was not in the
"best interest" of the shareholders.  Standard Brands share
reached a high of $31.88 in the wake of the hostile bid.  
However, the shares plummeted over 30% to $21.50 per share when
Mr. Buchalter and his Board made the decision to leverage up
Standard Brands' balance sheet with $185,000,000 in debt to
repurchase shares in a 1987 tender offer.

Mr. Loeb cited another article that chronicled the steady decline
in Standard Brands' earnings per share under the Buchalter
regime.  The numbers were taken from a Value Line Investment
Survey:

             Year               Earnings Per Share
             ----               ------------------
             1984                     1.87
             1985                     1.40
             1986                     1.33
             1987                     0.79
             1988                     0.57
             1989                     0.36
             1990                    -0.80
             1991                    -0.95

"Particularly disturbing, in the course of the Investigation was
Mr. Buchalter's apparent lining of his own pockets while he was
in the process of ruining [Standard Brands]," Mr. Loeb relates.  
In a Los Angeles Times article dated February 7, 1992 titled
"Investors Seeking Voice On Execs' Pay May Get It," Mr. Buchalter
was held out as a poster-child of self-dealing:

     "Take the case of Standard Brands Paint Co., a Torrance-
     based paint retailer whose profits have been falling for
     six years.  The company, with $300 million in annual
     sales, now teeters on  the verge of Chapter 11 bankruptcy.
     Its stock, $31 in 1987, now trades for $1.88.

     Stuart Buchalter, the CEO who has presided over Standard's
     long decline, earned $429,874 in fiscal 1990.  In addition,
     he was paid $23,750 under a "target bonus plan" -- even
     as the company's earnings plunged further.

     Why would Standard's board of directors pay a bonus to
     Buchalter in a disastrous year? A company spokesman says
     the bonus was based on Buchalter's ability to reach
     certain cash-flow targets "to keep the company going.

     In other words, though Standard was collapsing, it hadn't
     yet collapsed completely -- so the directors decided
     Buchalter deserved a bonus."

Seven months after The Los Angeles Times article came out and
five years after Mr. Buchalter rejected a $310,000,000 offer for
Standard Brands, Mr. Buchalter's term as CEO ended ignominiously
when Standard Brands filed its reorganization plan before the
U.S. Bankruptcy Court in Los Angeles.

"One can only wonder how, with this blight on his record, Stuart
Buchalter would be allowed a position as an officer or director
of a public company.  We at Third Point believe that Warnaco
shareholders and employees deserve better," Mr. Loeb concludes.
(Warnaco Bankruptcy News, Issue No. 55; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WCI STEEL: US Trustee Names 7-Member Creditors' Committee
---------------------------------------------------------
The United States Trustee for Region 9 appointed 7 members to an
Official Committee of Unsecured Creditors in WCI Steel, Inc.'s
Chapter 11 cases:

       1. United States Steel Corporation
          Attn: Robert L. Price
          600 Grant Street, Room 1344
          Pittsburgh, PA 15219
          phone: 412-433-4772, fax: 412-433-4720;

       2. Oglebay Norton
          Attn: Rochelle Walk
          1001 Lakeside Avenue
          Cleveland, OH 44114
          phone: 216-861-8734, fax: 216-861-2313;

       3. Carmeuse North America
          Attn: Kevin Backmer
          11 Stanwix Street
          Pittsburgh, PA 15222
          phone: 412-995-4970, fax: 412-995-5570;

       4. Pension Benefit Guaranty Corporation
          Attn: Dana Cann
          1200 K Street N.W.
          Washington, DC 20005-4026
          phone: 202-326-4070 ext. 3810, fax: 202-326-4112;

       5. Cleveland-Cliffs Inc.
          Attn: William R. Calfee
          1100 Superior Avenue, 15th Floor
          Cleveland, OH 44114
          phone: 216-694-5547, fax: 216-694-5534;

       6. FirstEnergy
          Attn: Linda Evers
          2800 Pottsville Pike
          P.O. Box 16001
          Reading, PA 19612-6001
          phone: 610-921-6658, fax: 610-939-8655; and

       7. United Steelworkers of America, AFL-CIO
          Attn: David R. Jury
          Five Gateway Center, Room 807
          Pittsburgh, PA 15222
          phone: 412-562-1164, fax: 412-562-2429

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.


WESTPOINT STEVENS: Plan-Filing Exclusivity Intact Until Jan. 31
---------------------------------------------------------------
U.S. Bankruptcy Court Judge Drain extends the WestPoint Stevens
Debtors' exclusive filing period through and including January 31,
2004 and the Debtors' exclusive solicitation period through and
including March 31, 2004.

In the event that the Official Committee of Unsecured Creditors
objects to the continued extension of the Debtors' exclusive
periods on or before January 31, 2004, then a hearing will be
held on February 16, 2004 regarding the continuation of the
Exclusive Periods.  At that hearing, the Debtors will not be
required to satisfy a higher burden of cause than that required
under Section 1121(d) of the Bankruptcy Code.  The Exclusive
Periods will continue until February 16, 2004 or such time as an
order is entered by the Court with respect to the continuation of
the Exclusive Periods.

If no objection is filed by the Creditors Committee by
January 31, 2004, the Exclusive Filing Period will be extended
automatically through and including March 29, 2004 and the
Exclusive Solicitation Period will be extended automatically
through and including May 28, 2004, without further Court order.
(WestPoint Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WORLDCOM INC: Parker & Waichman Prepare to Sue Smith Barney
-----------------------------------------------------------
Parker & Waichman, LLP and its affiliated counsel have been
retained by a substantial number of additional victims of the
alleged stock fraud surrounding WorldCom (Pink Sheets: WCOEQ,
MCWEQ and MCIAV), now operating as MCI, and Smith Barney.

Parker & Waichman's team will soon be filing a new round of claims
against Smith Barney. These individuals have been financially
injured by the fraudulent and inappropriate advice of Smith
Barney. Former Smith Barney analyst Jack Grubman will be named in
some of the claims.

Parker & Waichman will continue to represent additional plaintiffs
and encourages current and former WorldCom shareholders including
former WorldCom employees to visit www.worldcomstockfraud.com and
www.smithbarneyfraud.com for more information on these claims and
to request a free case evaluation.

Last week, the United States Bankruptcy Court approved MCI's Plan
of Reorganization, which paves the way for the company to emerge
from Chapter 11 bankruptcy. As a result of MCI's pending emergence
from chapter 11 it is likely that shares of MCI traded under the
symbols WCOEQ and MCWEQ will be cancelled leaving existing
shareholders with a mere fraction of their initial investment. The
SEC has set aside $250 million that MCI paid in fines to
compensate investors who can prove they owned shares of WorldCom
prior to June 2002, one month before the company filed for
bankruptcy. At the time of the June 2002 cut-off date, 62,772
investors owned 2.96 billion shares of WorldCom, while 52,036
stockholders owned 118 million shares in MCI. If every shareholder
filed a claim, they would receive 8.1 cents per share.

Following last week's approval by the Bankruptcy Court of MCI's
reorganization plan, the chairman and CEO of MCI proclaimed that
it was a "Great Day for MCI." Jerrold Parker, co-founder of Parker
& Waichman commented, "This statement clearly shows that MCI's
policy of putting its shareholders last in order to benefit its
executives and investment bankers has not changed. While MCI
believes that its emergence from bankruptcy is positive, the plan
is devastating to the thousands of investors, including current
and former employees, who lost their retirement savings and
college funds. These shareholders' shares will likely be worthless
and the hope that many had of their investments recovering will be
eliminated. We are committed to seeing that justice prevails, and
we will continue to aggressively represent victims of the
fraudulent activities of WorldCom and Smith Barney."

These complaints will charge Smith Barney with violations of
Section 15c of the Securities Exchange Act of 1934, as well as
various state statutes, for issuing fraudulent research reports
and for violating NYSE Rules 401, 472 and 476(a)(6), and NASD
Rules 2110 and 2210, for issuing research reports that were not
based on principles of fair dealing and good faith, did not
provide a sound basis for evaluating facts, contained exaggerated
or unwarranted claims about the covered companies, and/or
contained opinions for which there were no reasonable bases. The
misconduct of Smith Barney was detailed in the settlement
announced last month by Securities Regulators and state securities
officials.

Of the $1.4 billion settlement, Citigroup, the parent company of
Smith Barney, will pay a total of $400 million in fines and fees
that will go toward independent research and investor education
programs. Also under the settlement, Jack Grubman agreed to a $15
million fine and to be banned permanently from the securities
industry.

These additional complaints will also charge that WorldCom
violated section 10(b) of the Securities Exchange Act of 1934 and
Rule 10b-5 promulgated there under, by issuing a series of
materially false and misleading statements. WorldCom has publicly
announced that instead of the $1.4 billion in profits the Company
reported in 2001 and $130 million in the first quarter of 2002, it
actually lost a considerable amount of money during those same
periods.

For more information on Parker & Waichman LLP please visit
http://www.yourlawyer.com


WORLDCOM: Court Approves Hewlett-Packard Settlement Agreement
-------------------------------------------------------------
The Worldcom Debtors sought and obtained approval of a
settlement with Hewlett-Packard Company and Hewlett-Packard
Financial Services Company.

Before the Petition Date, the Debtors entered into various
agreements with Hewlett-Packard whereby Hewlett-Packard provided
computer equipment and services to, and purchased
telecommunications and Internet services from, the Debtors.  The
Debtors and Compaq Computer Corporation were likewise parties to
multiple agreements.  Compaq provided computer hardware, software
and support to, as well as purchased telecommunications services
from, the Debtors.  After the Petition Date, Hewlett-Packard
acquired Compaq and became Compaq's successor-in-interest.

The Debtors and Hewlett-Packard Financial are successors to an
equipment sale agreement before the Petition Date, pursuant to
which Hewlett-Packard Financial provided computer equipment to
the Debtors.

Hewlett-Packard and Compaq filed 13 proofs of claim against
certain of the Debtors in connection with the Agreements.
Excluding duplicate claims, the Hewlett-Packard Claim was filed
in the aggregate of $8,925,670.  The Hewlett-Packard Claim
includes amounts owed on certain agreements and purchase orders
underlying the NASDAQ business relationship between Hewlett-
Packard and the Debtors including:

   -- a March 1991 Agreement between Digital Equipment
      Corporation and MCI Telecommunications Corporation, #39130;
      and

   -- a Statement of Work for NASDAQ Smart Architecture
      Enterprise Wide Network II, dated December 5, 1997.

Hewlett-Packard filed an objection to the Debtors' Reorganization
Plan, and to the Debtors' rejection of certain Hewlett-Packard
Agreements.

Hewlett-Packard Financial also filed proofs of claim against
certain of the Debtors arising from its prepetition claims in
connection with the Hewlett-Packard Financial Agreement for
$1,476,490, excluding duplicate claims.

On the other hand, the Debtors assert that Hewlett-Packard owes
$5,073,573 as domestic debt for domestic telecommunications
services.  The Debtors also assert that Hewlett-Packard owes the
Debtors' foreign affiliates, foreign debt for telecommunication
services provided prepetition pursuant to the Hewlett-Packard
Agreements.

To settle these disputes, the Debtors, Hewlett-Packard and
Hewlett-Packard Financial agree that:

   (a) the Debtors will assume the NASDAQ Agreement, as amended
       by the Settlement Agreement.  Pursuant to the Settlement
       Agreement, the NASDAQ Agreement is amended so that its
       application is limited to support of the NASDAQ account.  
       The Debtors will have no obligation to purchase equipment
       or services from Hewlett-Packard pursuant to the NASDAQ
       Agreement for purposes other than support of the NASDAQ
       Account;

   (b) the cure payment for the assumption of the NASDAQ
       Agreement will be $5,573,573.  The Debtors have until
       November 13, 2003 to pay $500,000 of the Agreed Cure
       Amount, in cash, to Hewlett-Packard;

   (c) the Debtors will set off the remaining portion of the
       Agreed Cure Amount against the Hewlett-Packard Domestic
       Debt.  This set-off will satisfy the Hewlett-Packard
       Domestic Debt;

   (d) all postpetition amounts due and owing by each Party or
       which become due and owing in the future, will be paid to
       the other in accordance with the terms of the Parties'
       agreements and the applicable invoices;

   (e) the payment of the Agreed Cure Amount will serve as full
       and final satisfaction of any and all prepetition claims
       or cause of action that Hewlett-Packard has or may have
       against the Debtors.  Accordingly, within 10 days of
       receipt of the Agreed Cure Amount, Hewlett-Packard will
       withdraw any and all proofs of claim that it has filed on
       behalf of itself or Compaq or any other subsidiaries or
       affiliates, against any and all of the Debtors, including,
       but not limited to, the Hewlett-Packard Claim, excluding
       any proofs of claim filed by or on behalf of Hewlett-
       Packard Financial.  The payment of the Agreed Cure Amount
       will not satisfy the Hewlett-Packard Financial Claim;

   (f) Hewlett-Packard Financial will have an Allowed Class 3
       Other Secured Claim in the reduced amount of $1,327,347,
       subject to determination of the fair market value of the
       Hewlett-Packard Financial collateral.  To the extent
       Hewlett-Packard Financial's claim exceeds the Fair Market
       Value of the Collateral, Hewlett-Packard Financial will
       have an Allowed Class 6 WorldCom General Unsecured Claim,
       for the remainder.  Fair Market Value is the total price
       that would be paid for the Collateral in an arm's-length
       transaction between an informed and willing end-user
       purchaser, other than a used equipment dealer, under no
       compulsion to buy and an informed and willing seller under
       no compulsion to sell.  In the event Hewlett-Packard
       Financial and the Debtors are unable to agree on the Fair
       Market Value of any units of equipment by November 13,
       2003, the Parties will select an independent appraiser to
       conclusively determine the amount, and will share the
       costs of any appraiser equally;

   (g) the accounts payable and receivable issues remain between
       foreign Hewlett-Packard subsidiaries and foreign,
       non-Debtor WorldCom subsidiaries, including, but not
       limited to, issues surrounding the Hewlett-Packard Foreign
       Debt.  The Foreign Debts will be addressed between the
       foreign, non-Debtor entities outside of the Settlement
       Agreement in the ordinary course of business; and

   (h) each will release, remise and forever discharge each other
       from and against any and all debts, claims, causes of
       action, or demands arising out of any transactions between
       them which arose, accrued or have taken place before the
       Petition Date.  This release will not include any claims
       any of the Parties may have relating to:

       -- postpetition transactions between them, including,
          without limitation, postpetition transactions which
          take place under or in connection with the Parties'
          prepetition agreements;

       -- the Foreign Debts; or

       -- the Hewlett-Packard Financial claim.

According to Lori R. Fife, Esq., at Weil, Gotshal & Manges LLP,
the Settlement Agreement eliminates the attendant risk of
litigation had the Parties seek judicial intervention of the
matter. (Worldcom Bankruptcy News, Issue No. 41; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


WORLDCOM INC.: Underwriters Lose Bid to Nix Shareholder Class
-------------------------------------------------------------
Underwriters of WorldCom's stock caught up in the securities fraud
litigation pending before the U.S. District Court for the Southern
District of New York urged Judge Cote to deny shareholder class
certification and prohibit institutions holding both debt and
equity securities from serving as Lead Plaintiffs.  Judge Cote
declined the invitations, ruling that certification of a
shareholder class is necessary and appropriate and rejecting the
Underwriters' contention that ownership of WorldCom bonds
prohibits service as a Lead Plaintiff.  

                        Introduction

The Opinion of October 24, 2003, was rendered by J. Cote of the
United States District Court for the Southern District of New
York, in the case of In re WORLDCOM, INC. SECURITIES LITIGATION
(No. 02 Civ.3288 DLC.) (2003 WL 22420467, S.D.N.Y.).  The case
evolved from a process of consolidation of litigations, which in
their turn arose from the collapse of WorldCom Inc.   The first
securities class action in connection with WorldCom events was
filed in the Southern District on April 30, 2002.  Subsequent
litigation arising from the collapse was assigned to the Southern
District by the Judicial Panel on Multi-District Litigation (MDL
Panel) for pre-trial coordination or consolidation.  Finally, by
order of August 15, 2002, the securities class actions before the
Southern District were consolidated as the In re WorldCom Inc.
Securities Litigation (Securities Litigation).   The New York
State Common Retirement Fund (NYSCRF) was appointed Lead
Plaintiff, and its counsel appointed co-Lead Counsel, for the
consolidated class.  The Opinion addresses Lead Plaintiff's motion
for certification of the class.

WorldCom composes the subject matter of these consolidated
litigations, which had their beginnings on June 25, 2002, when
telecommunication company WorldCom Inc. issued the first of
several announcements that its certified financial results had to
be restated.  By late July 2002, WorldCom had filed the largest
bankruptcy in United States history, resulting in extensive
litigations arising from the financial scandal, litigations that
have been filed in state and federal courts across the country by
investors large and small who purchased WorldCom debt and equity
securities, and who allege individual as well as class claims.
The litigation, like the bankruptcy is massive, but the securities
law claims themselves are not unusual: Plaintiffs contend that
WorldCom, and those associated with it, disseminated materially
false and misleading information that affected the price of
WorldCom securities and misled investors regarding the true value
of the company.

Two sets of defendants have filed briefs in opposition to the
motion for certification.  Those briefs principally address
whether the named plaintiffs added by Lead Plaintiff NYSCRF to
pursue claims based on purchases of WorldCom's bonds are adequate
class representatives; and whether the issues common to the class
will predominate over issues concerning each individual investor.   
The answer to these issues will affect the answer as to the
presumption of reliance:  whether a presumption of reliance should
apply to the claim brought under Section 11 of the Securities Act
of 1933 (Securities Act) on behalf of bondholders who purchased
bonds more than twelve months after they were issued; and whether
a presumption of reliance should apply to the claims brought under
Section 10 (b) of the Exchange Act of 1934 (Exchange Act) against
WorldCom's lead underwriter and its chief outside analyst.

                 Background of the Instant Motion

NYSCRF, together with three additional named plaintiffs, seeks
certification of a plaintiff class consisting of all persons and
entities who purchased publicly traded securities of WorldCom
during the period beginning April 29, 1999, through and including
June 25, 2002 (Class Period), and who were injured by such
purchase.  This includes two massive bond offerings in the amount
of $5 billion of Notes on May 24, 2000 (2000 Offering, 2000 Notes)
and $11.8 billion of Notes on May 15, 2001 (2001 Offering, 2001
Notes).

                  Proposed Class Representatives

Lead Plaintiff NYSCRF is the second largest public pension fund in
the United States.   NYSCRF invests and holds the assets of the
New York State and Local Employees' Retirement System and the New
York State and Local Police and Fire Retirement System.  During
the class period, NYSCRF purchased WorldCom stock, WorldCom MCI
tracking stock and WorldCom debt securities, and lost over $300
million from those investments.  NYSCRF did not purchase Notes.

The Fresno County Employees Retirement Association (FCERA) is a
California entity that invests funds for the purpose of providing
retirement compensation and death and disability benefits for
Fresno County employees and their beneficiaries.  During the Class
Period, FCERA alleges the purchase of WorldCom stock and WorldCom
debt securities, including $3.5 million of Notes in the 2001
Offering.  FCERA lost over $11 million as a result of its
investments in WorldCom securities.

HGK Asset Management Inc. (HGK) is a registered investment advisor
and acts as a fiduciary to its union-sponsored pension and benefit
plan clients under the Employee Retirement Income Security Act of
1974.  HGK purchased WorldCom stock and over $130 million of
WorldCom debt securities, including purchases in both the 2000 and
2001 Offerings.  As a result of its investments in WorldCom, HGK
lost close to $29 million.

                          The Defendants

The defendants consist of WorldCom directors; as well as the
executive officers, including former President and Chief Executive
Officer Bernard J. Ebbers; WorldCom's outside auditor and
accountant, Arthur Andersen LLP; and the high-profile
telecommunications analyst Jack Grubman.  Additional defendants
were the underwriters for the 2000 and 2001 Offerings: These
included Mr. Grubman's employer, the financial services firm
Salomon Smith Barney Inc. (SSB) and SSB's corporate parent,
Citigroup Inc.  SSB was the co-lead underwriter with J.P. Morgan
for the 2000 and 2001 Offerings.  SSB was the book running manager
for the 2000 Offering and joint book runner for the 2001 Offering.  
Mr. Grubman, SSB and Citigroup are referred to as the SSB
Defendants.  Salomon Smith Barney now does business as Citigroup
Global Markets Inc.

Mr. Ebbers resigned from WorldCom under pressure on April 29,
2002.

The Underwriter Defendants consist of:

    * Salomon Smith Barney Inc.,
    * J.P. Morgan Chase & Co.,
    * Banc Of America Securities LLC,
    * Deutsche Bank Securities Inc.,
    * Lehman Brothers Inc.,
    * Blaylock & Partners L.P.,
    * Credit Suisse First Boston Corp.,
    * Goldman, Sachs & Co.,
    * UBS Warburg LLC,
    * ABN/AMNRO Inc.,
    * Utendahl Capital and
    * Fleet Securities Inc.,

among others.

The Underwriter Defendants and the SSB Defendants (Jack Grubman,
SSB and Citigroup, the corporate parent) have submitted the only
two substantive briefs in opposition to class certification.

                       The Accounting Fraud

Plaintiffs allege that WorldCom and those affiliated with it
misled investors by engaging in a series of illegitimate
accounting strategies that hid losses and inflated the company's
earnings.  The allegations focus on WorldCom's manipulation of its
accounting relating to two main areas:  its numerous acquisitions
and its "line costs."  Line costs are the costs incurred by
WorldCom's long-term lease agreements with various
telecommunications carriers to allow WorldCom to use the carriers'
networks to carry the calls of WorldCom's customers.

Plaintiffs contend that investors were misled by false information
regarding WorldCom's financial state that appeared in analyst
reports, press releases, public statements and filings with the
Securities and Exchange Commission (SEC) during the Class Period,
as well as by false information in registration statements and
prospectus statements issued in connection with the 2000 and 2001
Offerings.

WorldCom has admitted that its financial statements were
overstated by over $9 billion from 1999 through the first quarter
of 2002.  WorldCom improperly booked close to $1 billion in
revenue during the Class Period.  WorldCom has written off $80
billion of the stated book value of its assets recorded as of June
2002.  WorldCom's disclosures in 2002 had a catastrophic effect on
the price of its shares and the value of its notes.

                         The Offerings

The plaintiffs allege that the Underwriter Defendants failed to
conduct proper due diligence in connection with the 2000 and 2001
Offerings.  Had they exercised due diligence, they would have
discovered the accounting fraud and the massive infirmities in
WorldCom's financial position.

The Underwriter Defendants failed to describe WorldCom's financial
condition accurately and to examine and identify the risks an
investment in WorldCom opened up to investors.  They did not
include any risk disclosures in the Registration Statements, nor
did they notify potential investors that WorldCom had no plans to
monitor or satisfy its massive debt.  Furthermore, the
Registration Statements were themselves false and misleading
because they failed to disclose critical information regarding the
nature and extent of the illicit quid pro quo relationship that
existed between the SSB Defendants and WorldCom.

                  The Quid Pro Quo Relationship

The plaintiffs allege that SSB and Jack Grubman on the one hand,
and WorldComm and Bernard Ebbers on the other hand, had a close
and self-serving relationship from which both sides derived
substantial benefit.  WorldCom's securities prices were
artificially inflated by Mr. Grubman's reports.  Mr. Grubman was
SSB's star telecommunications analyst and consistently encouraged
investors to buy WorldCom securities.  An August 2002 Time
magazine article reported that "every big investor knew Mr.
Grubman was the 'axe'; that is, the one man who could make or
break any stock in [the telecommunications] industry with a
thumbs-up or thumbs-down."

SSB and Jack Grubman were well remunerated for their support of
WorldCom.  For example, in exchange for WorldCom's lucrative
business, SSB provided Mr. Ebbers, company president and CEO, as
well as other WorldCom senior executives with valuable IPO shares.   
And, further, SSB's corporate sibling Traveler's Insurance Company
(Travelers) secretly loaned Mr. Ebbers hundreds of millions of
dollars, secured at least in part by Mr. Ebbers' WorldCom
stockholdings.  And, SSB published Mr. Grubman's consistently
positive, and allegedly materially false reports about WorldCom.  
Plaintiffs alleged many details about the actions taken by SSB and
Mr. Grubman, which compromised the integrity and objectivity of
the investment bank's research department in order to serve the
investment bank's  support of WorldCom's financial position.
For example, plaintiff claims, Mr. Grubman even altered his
valuation model in order to obscure WorldCom's deteriorating
finances.  By disseminating such misleading reports, Mr. Grubman
and SSB helped to inflate artificially the price of WorldCom
securities and caused plaintiffs to suffer substantial losses.

Adequately disclosing the illicit relationship between WorldCom
and SSB would have made it apparent to investors that Mr.
Grubman's analytical reports were not reliable.   The illicit
arrangement between WorldCom and the SSB defendants is among the
allegations that are at the core of the Amended Complaint.
(On August 1, 2003, plaintiffs filed the First Amended Class-
Action Complaint, known as Amended Complaint, relevant to the
class certification motion.)

        The Aftermath of the First Restatement Announcement

On June 26, 2002, the day after WorldCom's first restatement
announcement, the SEC filed a civil complaint against the company.
Additionally, the U.S. House of Representatives Committees on
Energy and Commerce and on Financial Services immediately
initiated investigations.  Beginning in July, the United States
Attorney for the Southern District of New York filed criminal
charges against various former WorldCom officers.  And WorldCom's
former Controller and other WorldCom employees have pleaded
guilty.  WorldCom filed for Chapter 11 bankruptcy in the
Bankruptcy Court of the Southern District of New York on July 21,
2002.

The criminal trial of WorldCom's former Chief Financial Officer is
scheduled to begin in February 2004, before the Honorable
Barbara S. Jones of the Southern District of New York.

On November 26, 2002, WorldCom announced that it had reached a
partial settlement with the SEC, and had agreed to the entry of a
permanent injunction barring it from further violating the
securities laws.  WorldCom has consented to a penalty of $2.25
billion, which after the bankruptcy proceeding would result in a
settlement payment of $750 million.  The Honorable Jed S. Rakoff
of the Southern District of New York approved the settlement on
July 7, 2003.

        Discussion of Rules Determining Class Certification

The Court's Opinion set forth rules relating to determining the
qualifications for certification of a class.  Judge Cote wrote
that certification of the class should be determined "as soon as
practicable" after an action has been commenced, so that the
defendants may "be told promptly the number of parties to whom
[they] may ultimately be liable for money damages."  At class
certification hearings, the court decides whether the requirements
are met, not whether the claims are adequately pleaded or who will
prevail on the merits.

The plaintiffs bear the burden of satisfying the rules, and a
court must conduct a "rigorous analysis" to determine that the
requirements have been satisfied and a class should be certified,
wrote Judge Cote.

The defendants contend that plaintiffs' motion should be denied
because they have not submitted sufficient evidence to support
their motion for class certification.   Judge Cote wrote, however,  
that while the case itself is massive, the issues presented were
"far from novel" and the motion for class certification was
sufficient in the circumstances presented.

Plaintiffs must prove that four requirements have been met, said
the judge; class members may sue as a class only if:

     (1) the class is so numerous that joinder of all members is
         impracticable -- numerosity;

     (2)  there are questions of law or fact common to the class
          -- commonality;

     (3) the claims or defenses of the representative parties are
         typical of the claims or defenses of the class --
         typicality; and

    (4) the representative parties will fairly and adequately
        protect the interest of the class.

Numerosity:  To satisfy the numerosity requirement, plaintiffs
must show that joinder is "impracticable" not that it is
"impossible."  Numerosity is presumed when a class consists of
forty or more members.  In this instance, wrote Judge Cote, the
defendants do not dispute the numerosity of the putative Class.    
WorldCom issued billions of shares and billions of dollars of debt
securities during the Class Period, and it is uncontested that
tens of thousands of investors are putative class members.

Commonality:  To satisfy the commonality requirement, the action
must raise an issue of law or fact that is common to the class.  
But in addition to the requirement of commonality, it is necessary
that the court find that such questions of law or fact common to
the class members predominate over any questions affecting only
individual members.  The predominance inquiry is more demanding
than the required commonality determination.

Plaintiffs have identified numerous common questions of law and
fact, according to Judge Cote.  These include, for example,
misrepresentations and omissions in WorldCom's SEC filings and
press releases, and in SSB's analyst reports in connection with
the alleged accounting fraud and illicit quid pro quo
relationship.  The nature and extent of the misrepresentations, of
the accounting fraud and of the quid pro quo relationship pose
common questions of fact, and the liability of the various
defendants pose questions of law common to the class members.
Defendants do not contest that common questions of law or fact are
raised by the Amended Complaint.

Typicality:  The typicality requirement is satisfied when "each
class member's claim arises from the same course of events, and
each class member makes similar legal arguments to prove the
defendant's liability."  The typicality and commonality
requirements tend to merge into one another, as both "serve as
guideposts for determining whether . . . the named plaintiff's
claim and the class claims are so inter-related that the interests
of the class members will be fairly and adequately protected in
their absence."  The merging of these two requirements tends,
therefore, to bring about the satisfaction of the fourth
requirement; namely, that "the representative parties will fairly
and adequately protect the interests of the class."

"When it is alleged that the same unlawful conduct was directed at
or affected both the named plaintiff and the class sought to be
represented, the typicality requirement is usually [recognized] as
met irrespective of minor variations in the fact patterns
underlying the individual claims."  For example, the possibility
that proof of injury might require separate evaluations of the
artificiality of a commodities price at the moments affecting each
of the class members need not defeat class certification.

                   Defendants' Contentions

The Underwriter Defendants contend, among other things, that the
typicality requirement is not satisfied because one of the
purchasers of the 2000 Notes, Fresno, suffers from a unique
defense.  Class certification is inappropriate, they claim, "where
a putative class representative is subject to unique defenses
which threaten to become the focus of the litigation."  The
Underwriter Defendants claim, also, that "when a defense that is
unique to a class representative threatens to dominate or even
interfere with that plaintiff's ability to press the claims common
to the class, then that threat must be analyzed with care."
Specifically, the Underwriter Defendants contend that because
Fresno purchased its 2000 Notes in December 2001, after WorldCom
had issued financial statements covering at least twelve months
following the 2000 Registration Statement, Fresno must prove that
it relied on the 2000 Registration Statement to prevail, and will
be unable to do so.  Thus, according to the Underwriter
Defendants, Fresno's unique defense threatens to dominate or even
interfere  with that plaintiff's ability to press the claims
common to the class.

Judge Cote said, among other things, that there is substantial
evidence that the financial information from the 2000 Registration
Statement was uncorrected at the time Fresno purchased its bonds
and that the Statement was still continuing to affect WorldCom's
bond rating and other market indicators of investment quality, and
that Fresno therefore did rely on the 2000 Registration Statement,
if only indirectly, when it made its investment decision.

Following this pattern, Judge Cote dealt with each contention that
the fact situation presented by the respective plaintiffs did not
satisfy the requirements for certification of a class.  And, as
indicated above, Judge Cote found, in each instance, that the
contentions of the SSB Defendants and the Underwriter Defendants
could be met by analyzing the requirements in relation to the fact
situation presented by the named plaintiffs and finding that
indeed the requirements were satisfied.

Other kinds of contentions, other than the failure to satisfy the
four main requirements for class certification, were argued by the
defendants.  For instance, the SSB Defendants argued that the
coercive effect of certification, that is, the concomitant
pressure to settle, would violate their rights under the Due
Process Clause.   However, Judge Cote pointed out that the effect
of certification on parties' leverage in settlement negotiations
is a fact of life for class-action litigants.  While the sheer
size of the class in this case may enhance the leverage effect,
Judge Cote said, it should not defeat an otherwise proper
certification.

Judge Cote concludes that the requirements for certification of a
class action are satisfied; therefore "[t]he plaintiffs' motion to
certify the Class is granted."


WORLDGATE COMMS: Third-Quarter Results Swing-Up to Positive Zone
----------------------------------------------------------------
WorldGate Communications, Inc. (Nasdaq: WGAT) announced its
financial results for the third quarter ended September 30, 2003.  
Key operating highlights of the quarter included:

      -- Completion of the sale of certain assets to TVGateway for
         a total of $3.0 million.

      -- Sale of excess and slow moving inventory and equipment
         generating an additional $688,000.

      -- Transition of the company focus from Interactive TV to
         the Ojo personal video phone.

      -- Streamlined staff to 27 people, reducing costs and
         maintaining the broadband expertise necessary for
         videotelephony.

      -- Completion of an agreement with Mototech, Inc., a
         division of Accton Technology Corporation, for the
         manufacture of WorldGate's Ojo personal video phone.

      -- Extension of NASDAQ Small Cap listing until at least
         January 3, 2004.

      -- Engagement of Grant Thornton as the Company's new audit
         firm replacing PricewaterhouseCoopers.

WorldGate has been developing and continues to develop, a video
phone with high quality, full motion video.  "The Company believes
that it has overcome many of the historical obstacles to consumer
acceptance of video telephone products by producing a unique
combination of superior technology and a consumer-friendly style,"
notes Hal Krisbergh, the Company's Chairman and CEO. Mr. Krisbergh
continued that, "The actions taken during the quarter to monetize
our ITV assets and to refocus them toward videotelephony gives us
additional resources to continue the development of the video
phone product that we believe represents a larger and more
contemporaneous market opportunity and has a more attractive
business model than ITV."

As part of these transition actions WorldGate also announced that
it has entered into an agreement with Mototech, Inc., an affiliate
of Accton Technology Group, for the design and volume manufacture
of WorldGate's Ojo personal video phone.  Mototech has earned an
enviable reputation for the design and manufacture of
broadband/networking components on an OEM basis under well-known
brands for multiple Fortune 500 companies.  They currently
manufacture and distribute a full range of high performance high
speed data and computer networking products, including cable set
top boxes, home gateways, wireless LANs, hubs, switches, routers,
etc.  "We are very pleased to have a relationship with a
recognized, quality supplier such as Mototech," stated Hal
Krisbergh, Chairman and CEO of WorldGate, "and believe they bring
the ability to ensure that the Ojo personal video phone will not
only be a very reliable consumer electronic product, but also one
that is cost effective and takes advantage of the latest
electronics manufacturing capabilities and expertise.

                         Financial Summary

The financial highlights for the quarter are:

      -- Revenues were $941,000, an increase of $550,000 versus
         the prior quarter.

      -- Quarterly income was $146,000 versus the prior quarter's
         loss of $3.0 million, primarily reflecting a non-
         recurring gain of $3.0 million from the sale of certain
         assets.

      -- Quarterly profit per share was $0.005, compared to the
         prior quarter's loss per share of $0.13.

      -- Cash, cash equivalents and short-term investments were
         $850,000 at September 30, 2003 prior to the receipt of
         the $2.4 million in early October from the sale of
         assets.

Revenues for the three months ended September 30, 2003 were
$941,000, an increase of $550,000 from the revenue of $391,000
achieved in the second quarter of 2003.  The third quarter
revenues include $688,000 from the sale of excess and slow moving
inventory and equipment.

Gross margin for the third quarter ending September 30, 2003 was
negative $583,000, which included a $400,000 loss on the inventory
sold and an additional $300,000 increase in inventory reserve on
the remaining inventory. This compares to a $879,000 negative
gross margin in the second quarter of 2003.

For the third quarter ended September 30, 2003, WorldGate reported
a quarterly net profit of $146,000, or $.005 per share, compared
to a loss of $3.0 million or $0.13 per share for the second
quarter of 2003.  Included in the third quarter profit was $3.0
million from the sale of certain interactive television
intellectual property rights to TVGateway ($2.4 million) as well
as WorldGate's equity interest in TVGateway ($0.6 million).  The
second quarter loss included a $1.0 million, or $0.04 per share,
inventory reserve in the quarter primarily for analog and slow
moving inventory.

Cash and cash equivalents, and short-term investments amounted to
$850,000 as of September 30, 2003, compared to $763,000 at
June 30, 2003.  The increase in cash during the third quarter
resulted from the sale of the Company's equity in TVGateway for
$600,000 and the sale of inventory and equipment for $688,000
offset partially by cost of operations.  Although the sale of
certain interactive television intellectual property rights to
TVGateway was completed in the third quarter, the $2.4 payment was
not received until the first week in October and as a result the
balance sheet as of September 30, 2003 includes this $2.4 million
within accounts receivable.  Based on current cash usage
projections we believe the Company has sufficient cash to operate
into the first quarter 2004.  The Company continues to explore
financing opportunities that would permit operations to continue
beyond this timeframe.

WorldGate is in the business of developing, manufacturing and
distributing video phones for personal and business use, to be
marketed with the Ojo brand name.  The Ojo video phone is designed
to conform with industry standards protocols, and utilizes
proprietary enhancements to the latest technology for voice and
video compression.  Ojo video phones are designed to operate on
the high speed data infrastructure currently provided by cable and
DSL providers. WorldGate has applied for patent protection for its
unique technology and techno-futuristic design that contribute to
the functionality and consumer appeal offered by the Ojo video
phone.  WorldGate believes that this unique combination of design,
technology and availability of broadband networks allows for real
life video communication experiences that were not economically or
technically viable a short time ago.

More information on WorldGate and the Ojo Personal Video Phone can
be accessed at http://www.wgate.com  WorldGate is traded on  
NASDAQ under the symbol WGAT.  WorldGate and Ojo are trademarks of
WorldGate Service, Inc.

                          *    *    *

            Liquidity and Going Concern Considerations

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

As of June 30, 2003 the Company had cash and cash equivalents of
$763.  The operating cash usage for the three and six months ended
June 30, 2003 was $1,123 and $2,449, respectively. Subsequent to
June 30, 2003, the Company entered into a definitive asset
purchase agreement to sell to TVGateway, LLC certain interactive
television intellectual property rights and certain software and
furniture also related to the ITV business and currently being
used by TVGateway, for $2.4 million in cash, to be paid at closing
which is expected to be in September or October, 2003.  

In addition, concurrently with the execution of the Agreement,
WorldGate and TVGateway entered into a redemption agreement
pursuant to which TVGateway redeemed WorldGate's equity interest
in TVGateway for $600,000 in cash, paid concurrently with the
execution of the redemption agreement.  The purchase price for
these assets in the aggregate will be $3 million, and will be used
to fund continuing operations, as well as to develop and
distribute new products and services for the broadband market.  
The initial $600,000 payment, in addition to the cash on hand,  is
expected to provide sufficient funds to continue operations
through the closing of the Agreement.  In connection with this
transaction the Company will incur certain costs associated with
soliciting shareholder approval for the transaction as well as
certain advisor fees for the transaction.  Upon closing of the
TVGateway transaction and receipt of the $2.4 million from
TVGateway (less these associated costs,) the Company projects it
will have sufficient funding to continue operations into the first
quarter of 2004, assuming no additional funding is received.  The
Company has retained a royalty free license to the intellectual
property rights and assets sold to TV Gateway and plans to
continue providing the WorldGate service to its customers.  
Accordingly the Company expects to continue to receive revenues
from the operation of this business, although given the Company's
going concern considerations no assurances can be provided as to
the amount and collectability of such revenues or to the period
such revenues will continue to be received.

The Company has no outstanding debt and its assets are not pledged
as collateral.  The Company continues to evaluate possibilities to
obtain additional financing through public or private equity or
debt offerings, bank debt financing, asset securitizations or from
other sources.  Such additional financing would be subject to the
risk of availability, may be dilutive to our shareholders, or
could impose restrictions on operating activities.  There can be
no assurance that this additional financing will be available on
terms acceptable to the Company, if at all.  The Company has
limited capacity to further reduce its workforce and scale back on
capital and operational expenditures to decrease cash burn given
the measures it has already taken to reduce staff and expenses.

The unaudited consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the
normal course of business.  Therefore, the financial statements do
not include any adjustments relating to the Company's ability to
operate as a going concern.  The appropriateness of using the
going concern basis in the future, however, will be dependent upon
the Company's ability to address its liquidity needs as described
above.  There is no assurance that the Company will be able to
address its liquidity needs through the measures described above
on acceptable terms and conditions, or at all, and, accordingly,
there is substantial doubt about the Company's ability to continue
as a going concern beyond the first quarter of 2004, assuming the
receipt of proceeds from the TVGateway transaction.


W.R. GRACE: Revises State Street's Proposed Engagement Terms
------------------------------------------------------------
In an attempt to further bolster their request and deflect some
of the criticism of the employment of State Street, the W.R. Grace
Debtors present a revised Engagement Agreement, which makes four
substantive changes to the proposed terms of State Street's
employment:

       (1) The starting date of the engagement is changed from
           September 1, 2003 to November 1, 2003;

       (2) The same revision is made to the timing of the end of
           the start-up period for fee purposes -- from
           September 30, 2003 to November 30, 2003;

       (3) A provision is added clarifying that State Street
           will be paid for the performance of "special services"
           performed by it or its counsel outside of the scope
           of the engagement; and

       (4) The method of compensation for State Street's
           financial advisor is modified.

Under the revision, the Debtors will pay Duff & Phelps, State
Street's financial advisor, directly.  This change in the
compensation of D&P was made in connection with the Debtors'
indemnification of D&P.  D&P asked the Debtors to indemnify D&P
on the same terms as that provided to State Street.  The
indemnity does not cover any "losses, claims, damages,
liabilities, costs or expenses which are finally judicially
determined to have resulted primarily from the negligence, gross
negligence, recklessness or willful misconduct of any indemnified
party or any agent of D&P."  This concession is made to bring
this indemnity in line with the case law in Chapter 11
proceedings in Delaware forbidding indemnification for losses
judicially determined to have resulted primarily from the
negligence of the indemnitee.

The D&P agreement requires Grace to pay D&P professional fees
totaling $100,000 on these terms:

       (1) $25,000 on execution of the agreement;

       (2) $25,000 on completion of D&P's financial analysis
           report; and

       (3) $25,000 on both December 15, 2003 and January 15,
           2004.

State Street has informed the Debtors that it does not expect D&P
to incur additional fees beyond the $100,000 total.  Therefore,
the total amount of fees for D&P is the same as the fees provided
for State Street's financial advisor, but the timing of the
payments is changed.

No disclosure of relationships is presented on D&P's behalf. (W.R.
Grace Bankruptcy News, Issue No. 48; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


* BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles
               and Other Disasters
-----------------------------------------------------------
Author:     Sallie Tisdale
Publisher:  BeardBooks
Softcover:  270 pages
List Price: $34.95
Review by Henry Berry

Order your own personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981645/internetbankrupt  

An earlier edition of "The Sorcerer's Apprentice" won an American
Health Book Award in 1986. The book has been recognized as an
outstanding book on popular science. Tisdale brings to her subject
of the wide and engrossing field of health and illness the
perspective, as well as the special sympathies and sensitivities,
of a registered nurse. She is an exceptionally skilled writer.
Again and again, her descriptions of ill individuals and images of
illnesses such as cancer and meningitis make a lasting impression.
Tisdale accomplishes the tricky business of bringing the reader to
an understanding of what persons experience when they are ill; and
in doing this, to understand more about the nature of illness as
well. Her style and aim as a writer are like that of a medical or
science journalist for leading major newspaper, say the "New York
Times" or "Los Angeles Times." To this informative, readable style
is added the probing interest and concern of the philosopher
trying to shed some light on one of the central and most
unsettling aspects of human existence. In this insightful,
illuminating, probing exploration of the mystery of illness,
Tisdale also outlines the limits of the effectiveness of
treatments and cures, even with modern medicine's store of
technology and drugs. These are often called "miracles" of modern
medicine. But from this author's perspective, with the most
serious, life-threatening, illnesses, doctors and other health-
care professionals are like sorcerer's trying to work magic on
them. They hope to bring improvement, but can never be sure what
they do will bring it about. Tisdale's intent is not to debunk
modern medicine, belittle its resources and ways, or suggest that
the medical profession holds out false hopes. Her intent is do
report on the mystery of serious illness as she has witnessed it
and from this, imagined what it is like in her varied work as a
registered nurse. She also writes from her own experiences in
being chronically ill when she was younger and the pain and
surgery going with this.

She writes, "I want to get at the reasons for the strange state of
amnesia we in the health professions find ourselves in. I want to
find clues to my weird experiences, try to sense the nature of
being sick." The amnesia of health professionals is their state of
mind from the demands placed on them all the time by patients,
employers, and society, as well as themselves, to cure illness, to
save lives, to make sick people feel better. Doctors, surgeons,
nurses, and other health-care professionals become primarily
technicians applying the wonders of modern medicine. Because of
the volume of patients, they do not get to spend much time with
any one or a few of them. It's all they can do to apply the
prescribed treatment, apply more of it if it doesn't work the
first time, and try something else if this treatment doesn't seem
to be effective. Added to this is keeping up with the new medical
studies and treatments. But Tisdale stepped out of this problem-
solving outlook, can-do, perfectionist mentality by opting to
spend most of her time in nursing homes, where she would be among
old persons she would see regularly, away from the high-charged
atmosphere of a hospital with its "many medical students,
technicians, administrators, and insurance review artists." To
stay on her "medical toes," she balanced this with working
occasional shifts in a nearby hospital. In her hospital work, she
worked in a neonatal intensive care unit (NICU), intensive care
unit (ICU), a burn center, and in a surgery room. From this
combination of work with the infirm, ill, and the latest medical
technology and procedures among highly-skilled professionals,
Tisdale learned that "being sick is the strangest of states." This
is not the lesson nearly all other health-care workers come away
with. For them, sick persons are like something that has to be
"fixed." They're focused on the practical, physical matter of
treating a malady. Unlike this author, they're not focused
consciously on the nature of pain and what the patient is
experiencing. The pragmatic, results-oriented medical profession
is focused on the effects of treatment. Tisdale brings into the
picture of health care and seriously-ill patients all of what the
medical profession in its amnesia, as she called it, overlooks.

Simply in describing what she observes, Tisdale leads those in the
medical profession as well as other interested readers to see what
they normally overlook, what they normally do not see in the
business and pressures of their work. She describes the beginning
of a hip-replacement operation, the surgeon "takes the scalpel and
cuts--the top of the hip to a third of the way down the thigh--and
cuts again through the globular yellow fat, and deeper. The
resident follows with a cautery, holding tiny spraying blood
vessels and burning them shut with an electric current. One small,
throbbing arteriole escapes, and his glasses and cheek are
splattered." One learns more about what is actually going on in an
operation from this and following passages than from seeing one of
those glimpses of operations commonly shown on TV. The author
explains the illness of meningitis, "The brain becomes swollen
with blood and tissue fluid, its entire surface layered with
pus...The pressure in the skull increases until the winding
convolutions of the brain are flattened out...The spreading
infection and pressure from the growing turbulent ocean sitting on
top of the brain cause permanent weakness and paralysis,
blindness, deafness...." This dramatic depiction of meningitis
brings together medical facts, symptoms, and effects on the
patient. Tisdale does this repeatedly to present illness and the
persons whose lives revolve around it from patients and relatives
to doctors and nurses in a light readers could never imagine, even
those who are immersed in this world.

Tisdale's main point is that the miracles of modern medicine do
not unquestionably end the miseries of illness, or even
unquestionably alleviate them. As much as they bring some relief
to ill individuals and sometimes cure illness, in many cases they
bring on other kinds of pains and sorrows. Tisdale reminds readers
that the mystery of illness does, and always will, elude the
miracle of medical technology, drugs, and practices. Part of the
mystery of the paradoxes of treatment and the elusiveness of
restored health for ill persons she focuses on is "simply the
mystery of illness. Erosion, obviously, is natural. Our bodies are
essentially entropic." This is what many persons, both among the
public and medical professionals, tend to forget. "The Sorcerer's
Apprentice" serves as a reminder that the faith and hope placed in
modern medicine need to be balanced with an awareness of the
mystery of illness which will always be a part of human life.

                          *********

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.

                          *********

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

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

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

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

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

                *** End of Transmission ***