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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

            Tuesday, December 9, 2003, Vol. 7, No. 243

                          Headlines

ABITIBI: Backs Softwood Lumber Proposal Between Canada and U.S.
AERO MARINE ENGINE: Liquidity Issues Raise Going Concern Doubt
AIR CANADA: Seeking Court Injunction against Cerberus Capital
ALTERRA: Emerges from Bankruptcy & Closes $76MM Capital Infusion
ALTERRA HEALTHCARE: NHP Says All Leases with Co. Remain Intact

AMERICAN PLUMBING: Panel Retains Otterbourg Steindler as Counsel
AMR CORP: Appoints James Beer as SVP and Chief Financial Officer
ANC RENTAL: Takes Action to Recover $6.7 Million from 57 Vendors
ANNTAYLOR STORES: Posts Improved Sale Results for November 2003
ARES LEVERAGED: Fitch Affirms Low-B's on Two Sub. Secured Notes

ATA HOLDINGS: Extends Exchange Offers for 10.5% and 9-5/8% Notes
BALDWIN CRANE: Signs-Up Gadsby Hannah as Suffolk Action Attorney
BOB'S STORES: Committee Brings-In Kronish Lieb as Lead Counsel
CABLE & WIRELESS: Files Chapter 11 Petition to Facilitate Sale
CABLE & WIRELESS: Case Summary & 20 Largest Unsecured Creditors

CMS ENERGY: Utility Unit Declares Quarterly Preferred Dividends
COMMSCOPE INC: Hart-Scott-Rodino Waiting Period Terminated
CONSECO INC: Files Form S-3 to Register Possible New Securities
CONSOL ENERGY: S&P Keeps Rating Watch with Negative Implications
COVANTA ENERGY: Ogden Film Gets OK for IMAX Assignment Agreement

CREDIT SUISSE: Fitch Rates 6 Ser. 2003-C5 Note Ratings at Low-Bs
CROWN CASTLE: Commences Tender Offers for 9% & 9-1/2% Sr. Notes
DEX MEDIA: CWA-Represented Employees Approve New 3-Year Contract
DIXIE GROUP: Sells Yarn Production Plant to Shaw Ind. for $6.7MM
DRESSER: Receives Consents from Majority of 9-3/8% Noteholders

DYNEGY INC: Begins Discussions with Ameren re Illinois Power
DYNEGY INC: Ameren Intends to Acquire Illinois Power Company
EL POLLO LOCO: Proposed $110MM Senior Notes Get S&P's B Rating
ENCOMPASS: Matherne Wants More Time to Challenge Admin. Claims
ENRON: Settles Claims Dispute with Catholic Bishop of Chicago

EROOMSYSTEM: May File for Bankruptcy if Financing Efforts Fail
ETHYL CORP: Improved Fin'l Profile Spurs S&P's Positive Outlook
FAIRFIELD NURSING CENTER: Case Summary & 20 Unsecured Creditors
FAO INC: Saks Inc. Says It is Not Candidate to Acquire FAO Inc.
FEDERAL-MOGUL: Amends CEO Charles McClure's Employment Contract

FLEMING: Wants Clearance for Settlement with DiGiorgio, et al.
FPL ENERGY: S&P Assigns BB- Rating to $125 Million Senior Bonds
GAP INC: November 2003 Sales Results Show Marked Improvement
GARTNER: Will Slash 200 Jobs in Effort to Streamline Operations
GENERAL NUTRITION: Completes Sale of Assets to Apollo Management

GEORGETOWN STEEL: Committee Brings-In Warner Stevens as Counsel
HALSEY PHARMA.: Obtains Interim Funding from Debentureholders
HOLIDAY RV: Appoints Delaware Claims as Court Noticing Agent
HOUSTON EXPLORATION: Launches Exchange Offer for 7% Sr Sub Notes
HOVNANIAN ENTERPRISES: Reports Prelim. Net Contracts for Nov.

IMC GLOBAL: Board of Directors Declares Preferred Share Dividend
IMPERIAL PLASTECH: Unsec. Creditors Approve Restructuring Plan
INSIGHT MIDWEST: Will Close 10-1/2% Senior Debt Offering Today
INTERWAVE COMMS: Gibian & Wang Re-Elected to Board of Directors
J.C. PENNEY: Hires CSFB to Explore Eckerd Operations Alternatives

KAISER ALUMINUM: Spokane Asset Sale Hearing Set for December 15
KB HOME: Board Approves Increase in Annual Cash Dividend
KINETEK INC: S&P Revises Outlook to Negative over Weak Results
L-3 COMMS: Completes Acquisition Of Vertex Aerospace for $650MM
LAIDLAW INC: Effectuates Court-Approved Equity Compensation Plan

LIBERTY MEDIA: Completes Acquisition of On Command Corporation
LTV CORP: Intends to Pay $2.4 Million in Admin. Severance Claims
MARKLAND TECHNOLOGIES: Capital Deficit Raises Going Concern Doubt
MEDICALCV INC: Hosting Second-Quarter 2004 Conference Call Today
MERITAGE CORP: Increases Revolving Credit Facility to $400 Mill.

MESA AIR GROUP: Reports 74% Increase in November 2003 Traffic
MIRANT CORP: Obtains Approval to Pull Plug on Brazos Supply Pact
N-45O FIRST CMBS: Fitch Rates Series 2003-3 Class E Notes at BB+
NATIONAL CENTURY: Bank One Wants to Appoint a Successor Trustee
NATIONAL CONSTRUCTION: Cease Trading Order Expires as of Dec. 5

NATIONAL STEEL: Earns Clearance for JFE Steel Claims Compromise
NATIONSRENT INC: Will Pay $2.9 Million to UBS Securities LLC
NETBEAM INC: Successfully Emerges from Chapter 11 Proceedings
OAKWOOD HOMES: Fitch Takes Action on 100 RMBS Note Classes
ON COMMAND: Closes Asset Sale Transaction with Liberty Media

OWENS-ILLINOIS: Appoints Wilkison and Young as Interim Co-CEOs
PEABODY ENERGY: Names Michael Crews Financial Planning Director
PENN TRAFFIC: Wants Court Approval to Sell Nine Big Bear Stores
PG&E NAT'L: USGen Gets Clearance for Waterford Tax Settlements
POSSIBLE DREAMS: Sell Non-Real Estate Assets to Willitts Design

PRINCETON COMMUNITY HOSPITAL: S&P Cuts Rating to B- over Losses
QWEST COMMS: Increases Debt Securities Tender Offer to $3 Bill.
REPUBLIC ENGINEERED: Reaches Agreement to Sell Assets to Perry
SABRATEK LIQUIDATING: Suit Against KPMG is Closer to Trial
SAFETY-KLEEN CORP: Sues Ashland Inc. to Recover $3.7 Million

SECURITY INTELLIGENCE: Sept. 30 Balance Sheet Upside-Down by $5M
SIMULA: Shareholders Approve Proposed Merger with Armor Holdings
SIX FLAGS: Closes Offering of $325-Million New 9-5/8% Sr. Notes
SLS INT'L: Losses & Negative Cash Flow Raise Going Concern Doubt
SPIEGEL GROUP: November 2003 Sales Slide-Down 25% to $195 Mill.

SPIEGEL GROUP: Keeps Plan-Filing Exclusivity Until February 10
THAXTON GROUP: Wants More Time to File Schedules and Statements
THYSSENKRUPP BUDD: Restates 2002 and 2003 Interim Fin'l Reports
UNITED DEFENSE: Files SEC Form S-3 for 12 Million Shares
US AIRWAYS: Sets Aside $950 Mill. for Keystone Plaintiffs Claims

U.S. LIQUIDS: Credit Facility Maturity Extended to Feb. 2, 2004
US MOTELS DTC, INC: Case Summary & 6 Largest Unsecured Creditors
VALHI & KRONUS: Fitch Affirms Ratings & Maintains Stable Outlook
WACHOVIA BANK: S&P Assigns Low-B Ratings to Six Note Classes
WARNACO GROUP: Roger A. Williams Acquires 240,000 Warnaco Shares

WEDGEWOOD BUILDERS: Case Summary & 20 Largest Unsecured Creditors
WEIRTON STEEL: Taps Mercer to Provide Pension Actuarial Services
WELLS FARGO: Fitch Drops Class II-B5 Notes Down to Default Level
WESTAR ENERGY: Fitch Affirms Low-B Debt and Preferred Ratings
WHEELING-PITTSBURGH: Retiree Plan Acquires 4 Million WPC Shares

WKI HOLDING: Terry R. Peets Elected as New Board Chairman
WOODWORKERS WAREHOUSE: Taps Kronish Lieb as Chapter 11 Counsel
WORLD AIRWAYS: Will Begin Negotiations with Pilots in January
WORLD DIAGNOSTICS: Ceases Corporate Status Due to Insolvency
WORLDCOM: MSTC Wants Claims Bar Date Extended to April 1, 2004

WORKFLOW MANAGEMENT: Look for 2nd-Quarter 2004 Results Tomorrow
XO COMMUNICATIONS: Commences Second Stage of Rights Offering

* Large Companies with Insolvent Balance Sheets

                          *********

ABITIBI: Backs Softwood Lumber Proposal Between Canada and U.S.
---------------------------------------------------------------
Abitibi-Consolidated Inc.'s CEO John Weaver made the following
comments in light of Friday's softwood lumber proposal between
Canada and the United States:

"[Fri]day's development is an important milestone. This is the
right action at the right time. Companies and communities on both
sides of the border have been impacted by this long-standing
dispute. Both sides have made significant compromise in an effort
to bring resolution to this issue. For the first time, Canada and
the United States have come up with a framework for ultimately
achieving free trade. It is important to move forward. This
proposal provides a strong measure of stability and brings
economic certainty to our lumber business."

"As a compromise, significant give and take was required by all
parties. I firmly believe this is a fair deal for Canada and I am
hopeful that other forest products companies and provincial
governments will likewise endorse this offer."

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


AERO MARINE ENGINE: Liquidity Issues Raise Going Concern Doubt
--------------------------------------------------------------
Princeton Ventures, Inc., was incorporated in the State of Nevada
on May 10, 2001.  The Company had not commenced operations.  On
May 30, 2003, the Company exchanged 37,944,922 shares of its
common stock for all of the issued and outstanding shares of Aero
Marine Engine Corp. Aero was formed on December 30, 2002.  Aero
had no operations and was formed to acquire the assets of Dyna-Cam
Engine Corporation.  The Company changed its name from Princeton
Ventures, Inc. to Aero Marine Engine, Inc.

At the time that the transaction was agreed to, the Company had
20,337,860 common shares issued and outstanding.  In contemplation
of the transaction with Aero, the Company's two primary
shareholders cancelled 9,337,860 shares of the Company's common
stock held by them, leaving 11,000,000 shares issued and
outstanding.  As a result of the acquisition of Aero, there were
48,944,922 common shares outstanding, and the former Aero
stockholders held approximately 78% of the Company's voting stock.
For financial accounting purposes, the acquisition was a reverse
acquisition of the Company by Aero, under the purchase method of
accounting, and was treated as a recapitalization with Aero as the
acquirer.

Additionally, on June 30, 2003, the Company acquired the operating
assets of Dyna-Cam Engine Corp. Dyna-Cam was a development stage
enterprise developing a unique, axial cam-drive, free piston,
internal combustion engine. Dyna Cam intended to produce and sell
the engine primarily for aircraft and marine applications.  Dyna-
Cam had not generated significant revenues at the time of the
Company's acquisition.

The consolidated financial statements of the Company have been
prepared assuming that the Company will continue as a going
concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The
Company faces many operating and industry challenges.  The Company
intends to do business in a highly competitive industry.  Future
operating losses for the Company are anticipated and the proposed
plan of operations, even if successful, may not result in cash
flow sufficient to finance the initiation and continued expansion
of its business.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.  Realization of
assets is dependent upon continued operations of the Company,
which in turn is dependent upon management's plans to meet its
financing requirements, and the success of its future operations.

The Company, under its new management, has raised over $1,000,000
in cash to effect the acquisition of Dyna-Cam.  Management
believes that it has the ability to raise additional capital
adequate to complete the development of the Dyna-Cam engine and
begin revenue generating operations.  In the three months ended
September 30, 2003, the Company raised debt capital of
approximately $219,000.

Management believes the Company's capital restructuring and
financing plans along with the expected sale of engines will allow
the Company to obtain sufficient capital for operations and to
continue as a going concern.

However, as of September 30, 2003, the Company had accounts
payable of $43,659, accrued expenses of $29,175, and notes payable
to related parties of $218,684.

As of September 30, 2003, the Company had cash and cash
equivalents of $7,035, cash held in trust of $23,000, and
inventories of $266,519.  The Company has working capital of
$5,036.


AIR CANADA: Seeking Court Injunction against Cerberus Capital
-------------------------------------------------------------
On the evening of December 1, 2003, Ernst & Young Inc., the court-
appointed Monitor of Air Canada and debtor-affiliates, received
from Cerberus Capital Management LP an additional package of
materials in relation to its unsolicited revised offer.  The
cover letter accompanying the package stated that the
Additional Materials were provided to the Monitor on the express
condition that they be disclosed to Air Canada and all
stakeholders at the same time.

Having been advised of the Additional Materials, on December 2,
2003, Air Canada advised the Monitor that the terms of a
confidentiality agreement they executed with Cerberus in
connection with the equity solicitation process continued in
effect and prevented the disclosure of confidential information,
including the Additional Materials.  Accordingly, Air Canada
sought injunctive relief against Cerberus with respect to the
confidentiality agreement.

At a chambers conference on December 4, 2003, Mr. Justice Farley
granted, with the consent of Air Canada, Cerberus and Trinity Time
Investments Inc., an injunction restraining any breach of the
confidentiality agreement.  The Canadian Court required Cerberus
and its representatives to return or destroy all confidential
information on or before December 12, 2003.

Cerberus advised the Court, the Monitor, Air Canada and
Trinity that it intends to submit an investment proposal as soon
as possible for consideration by Air Canada's board of directors.
Mr. Justice Farley directed the Monitor to take no further action
with respect to the Additional Materials.  Cerberus will submit
one investment proposal by December 12, 2003 for the Board of
Directors to review.

Provided that the Trinity Investment Agreement is approved and
the Board of Directors determines that the alternative investment
proposal constitutes a superior proposal, the Applicants agreed
to seek authorization from the Court to take further steps with
respect to the Superior Proposal in accordance with the terms of
the Trinity Investment Agreement. (Air Canada Bankruptcy News,
Issue No. 20; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALTERRA: Emerges from Bankruptcy & Closes $76MM Capital Infusion
----------------------------------------------------------------
Alterra Healthcare Corporation has emerged from bankruptcy and
closed the $76 million equity investment by FEBC-ALT Holdings
Inc., a subsidiary of a joint venture formed by Fortress
Investment Group LLC, Emeritus Corporation and NW Select LLC.

Alterra initially announced its restructuring efforts in February
2001. The Company's restructuring plan was aimed at reducing
Alterra's financial leverage, simplifying its capital structure
and improving the financial performance of the Company's
operations. The principal components of its restructuring plan
were: (i) the disposition of a substantial number of residences
through cooperative efforts with the Company's lenders and lessors
and through the sale of assets in an organized sale process; (ii)
the restructuring of the Company's debt and lease obligations to
eliminate defaults; and (iii) the recapitalization of the Company
through the conversion or elimination of unsecured debt
obligations coupled with an investment of new capital. In 2004,
the Company is expected to generate revenues in excess of $400
million and employ approximately 9,000 employees.

In early 2001, Alterra operated more than 490 residences with a
capacity for more than 22,800 residents in 28 states. The
reorganized Alterra will ultimately operate 305 residences with a
capacity for approximately 13,200 residents located in 21 states.
Alterra will now operate as a private company with no publicly
registered or traded securities.

The Company's restructuring advisors included financial advisor
Cohen & Steers Capital Advisors (New York, NY), restructuring
advisor Silverman Consulting (Chicago, IL), corporate counsel
Rogers & Hardin (Atlanta, GA) and bankruptcy counsel Young Conaway
Stargatt & Taylor (Wilmington, DE).

Mark Ohlendorf, President of Alterra said, "We are thrilled to
have the restructuring behind us and are looking forward to a
prosperous future. Our primary focus is, and has always been,
providing the highest possible quality of care to our residents.
We look forward to continuing that mission."


ALTERRA HEALTHCARE: NHP Says All Leases with Co. Remain Intact
--------------------------------------------------------------
Alterra Healthcare Corporation, the largest customer of Nationwide
Health Properties, Inc. (NYSE: NHP), has emerged from bankruptcy
and completed its restructuring activities with the closing of a
$76 million equity investment by a joint venture formed by
Fortress Investment Group LLC and Emeritus Corporation.

All of NHP's and its joint venture's leases with the restructured
Alterra remain intact without any rental reductions or other
material lease concessions.

Nationwide Health Properties, Inc. is a real estate investment
trust that invests in senior housing and long-term care
facilities. The Company and its joint venture have investments in
376 facilities in 38 states. For more information on Nationwide
Health Properties, Inc., visit its Web site at
http://www.nhp-reit.com


AMERICAN PLUMBING: Panel Retains Otterbourg Steindler as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of American Plumbing
& Mechanical Inc.'s chapter 11 cases seeks permission from the
U.S. Bankruptcy Court for the Western District of Texas to employ
Otterbourg, Steindler, Houston & Rosen, P.C., effective as of
October 28, 2003, as lead counsel.

The Committee has selected Otterbourg Steindler as lead counsel
because of the firm's extensive experience in and knowledge of
business reorganizations under Chapter 11 of the Bankruptcy
Code.

Applicant believes that Otterbourg Steindler is qualified to
represent it in these cases in a cost effective, efficient and
timely manner. The Committee anticipates Otterbourg Steindler to:

     a. assist and advise the Committee in its consultation with
        the Debtors relative to the administration of these
        cases;

     b. attend meetings and negotiate with the representatives
        of the Debtors;

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

     d. assist the Committee in the review, analysis and
        negotiation of any plan(s) of reorganization that may be
        filed and to assist the Committee in the review,
        analysis and negotiation of the disclosure statement
        accompanying any plan(s) of reorganization;

     e. assist the Committee in the review, analysis, and
        negotiation of any financing agreements;

     f. take all necessary action to protect and preserve the
        interests of the Committee, including:

          (i) the prosecution of actions on its behalf,

         (ii) negotiations concerning all litigation in which
              the Debtors are involved, and

        (iii) if appropriate, review and analysis of claims
              filed against the Debtors' estates;

     g. generally prepare on behalf of the Committee all
        necessary motions, applications, answers, orders,
        reports and papers in support of positions taken by the
        Committee;

     h. appear, as appropriate, before this Court, the Appellate
        Courts, and the United States Trustee, and to protect
        the interests of the Committee before said courts and
        the United States Trustee; and

     i. to perform all other necessary legal services in these
        cases.

Brett H. Miller, Esq., reports that Otterbourg Steindler's
attorneys and paraprofessionals bill their time in their current
hourly rates of:

          Partner/Counsel              $450 - $675 per hour
          Associate                    $225 - $485 per hour
          Paralegal/Legal Assistant    $175 per hour

Headquartered in Round Rock, Texas, American Plumbing &
Mechanical, Inc. and its affiliates provide plumbing, heating,
ventilation and air conditioning contracting services to
commercial industries and single family and multifamily housing
markets.  The Company filed for chapter 11 protection on October
13, 2003 (Bankr. W.D. Tex. Case No. 03-55789).  Demetra L.
Liggins, Esq., at Winstead Sechrest & Minick P.C., represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $282,456,000 in total
assets and $256,696,000 in total debts.


AMR CORP: Appoints James Beer as SVP and Chief Financial Officer
----------------------------------------------------------------
AMR Corporation (NYSE: AMR) named James Beer, 42, as senior vice
president-Finance and chief financial officer.

Filling a previously announced vacancy, Beer, currently vice
president-Europe and Asia for AMR Corp. subsidiary American
Airlines, will immediately begin the transition to his new role.

Two existing American Airlines officers will also move into new
roles. Craig S. Kreeger, 44, who presently serves as vice
president and general sales manager, will become vice president-
Europe and Asia.  C. David Cush, 43, who most recently oversaw the
strategic reorganization of the St. Louis hub, will become vice
president and general sales manager.

"James' appointment demonstrates the depth of the management team
here at AMR," said Gerard Arpey, president and chief executive
officer of AMR Corporation and its American Airlines subsidiary.
"James is a consummate professional, with an exceptionally strong
financial background and an intimate familiarity with the
significant challenges facing our industry.

"The ability of Craig and David to step into new roles, while
preserving the momentum of our recovery here at AMR, is further
testament to the strength of our existing leadership team," Arpey
said.  "Craig has done a great job spearheading our sales programs
as well as leading the critical effort to address distribution
costs.  In addition to David's most recent responsibility in St.
Louis, he has held leadership roles in Finance and Marketing and
served as COO of Aerolineas Argentinas."

Beer joined American as a financial analyst in 1991.  His
progression through American's Finance department included serving
as managing director-Corporate Development, managing director-
International Planning and vice president-Financial Analysis and
Fleet Planning.  In January 2000, Beer became vice president-
Corporate Development and treasurer, assuming responsibility for
American's strategic initiatives, debt and equity financing,
derivatives programs, banking, tax, insurance and fleet
transactions.  He remained in that role until June 2002 when he
began overseeing American's international sales activities and
operations in Europe and Asia.

Prior to joining American, Beer spent seven years as a management
consultant at Andersen Consulting, now known as Accenture, in
Europe and the United States.  He holds a bachelor of Science
degree in Aeronautical Engineering from Imperial College, London
University and an MBA from Harvard Business School.

Beer will be relocating back to the United States from the United
Kingdom.

A veteran of American's Marketing department, Kreeger joined
American in 1985.  He has held progressively responsible
management roles in Finance, Banking, Corporate Development, Crew
Resources and Yield Management.  He was promoted to vice
president-Revenue Management in 1995 and held that role until
being selected to lead American's sales team and its worldwide
sales programs.

Kreeger holds a bachelor of Arts in Economics from the University
of California at San Diego and an MBA from the University of
California at Los Angeles.  He will be relocating to London from
the airline's corporate offices in Texas.

Cush joined American as a member of the Finance department in
1986.  He moved to Europe three years later as managing director-
Finance and Administration for Europe, the Middle East and Africa.
He later served in American's Miami, Caribbean and Latin American
division first as managing director-Finance and Administration and
then as managing director-Caribbean and Central America, where he
oversaw all marketing and operational functions in those areas.

Moving back to American's corporate headquarters in 1996, Cush
became managing director-International Planning.  He served in
that role until 1998, when he joined Aerolineas Argentinas as
chief operating officer.  He returned to American two years later
as vice president-International Planning and Alliances.  He
assumed responsibility for the St. Louis hub in September 2002.

Cush holds a bachelor of Fine Arts degree in Broadcast/Film and a
bachelor of Science in Psychology from Southern Methodist
University.  He earned his MBA from SMU as well.

Based in Fort Worth, Texas, AMR Corporation is the parent company
of American Airlines and American Eagle Airlines.  The company's
stock is listed on the New York Stock Exchange under the trading
symbol AMR.

For more information on the company, visit http://www.amrcorp.com

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


ANC RENTAL: Takes Action to Recover $6.7 Million from 57 Vendors
----------------------------------------------------------------
The ANC Rental Debtors demand money judgment for certain transfers
they made to or for the benefit of 57 Vendors aggregating
$6,674,178 during the 90-day period prior to the Petition Date.

Specifically, the Debtors seek to avoid the Avoidable Transfers,
pursuant to Section 550(a) of the Bankruptcy Code.  The Debtors
ask Judge Walrath to:

   -- direct these Vendors to pay the Debtors an amount to be
      determined at trial that is not less than the amount of
      the Avoidable Transfers, plus interest and costs and
      pursuant to Section 502(d); and

   -- disallow any claim of these Vendors against the Debtors
      until the Vendors pay in full the amount so determined.

These Vendors are:

      Vendors                              Amount of Transfer
      -------                              ------------------
      Versagaphics, Inc.                             $115,838
      Printing Technologies, Inc.                      22,135
      Healthplan Southeast, Inc.                       14,675
      Healthpartners, Inc.                            208,720
      HMSA Blue Cross Blue Sheild of Hawaii           152,102
      Howard Johnson and Company                      166,760
      MKI Investments, Inc.                            22,880
      O C Tanner Sales, Co.                             9,145
      Online Interpreters, Inc.                        38,639
      Otis Elevator, Co.                               16,102
      Pacificare of Nevada, Inc.                       25,250
      Pacificare of Texas, Inc.                        28,485
      Penske Truck Leasing, Co.                       200,000
      Postal Center Internation, Inc.                  69,760
      Powerware Corporation                            18,228
      Preferred Care, Inc.                             22,100
      Ultimate Staffing Service LP                      8,600
      Union Bank of California, Inc.                  814,660
      United Auto Carriers, Inc.                       94,080
      UPMC Health Plan, Inc.                           41,357
      US Imaging Solutions, Inc.                       28,061
      Qwest Corporation                                67,917
      Uunet Technologies, Inc.                         43,012
      Aircraft Administration & Leasing Co., Inc.      21,794
      Amelia Island Plantation                         94,860
      Ameurop Travel Service                           24,000
      Aon Risk Services, Inc.                         102,500
      Aon Risk Services, Inc. of NY                   732,160
      Arch Wireless                                    21,785
      Bernard Hodes Group, Inc.                         7,828
      Bloomberg LP                                      7,848
      BMC Software, Inc.                                7,717
      Arthur Andersen LLP                             528,550
      Bowne Business Services, Inc. Atlanta            16,575
      Brody Fabiani & Cohen LLP                        60,796
      Business Wire, Inc.                              11,765
      Cananwill, Inc.                                 473,263
      Certified Coffee Services, Inc.                  22,342
      Cima Consulting Group                           745,388
      Citibank NA                                     106,173
      Claritas Communications                         177,020
      Connecticut General Life Insurance Company      775,564
      Copyscan, Inc.                                    8,710
      CT Corporation System, Corp.                     49,794
      Genesys Conferencing, Inc.                       35,267
      Gallup Organisation, Ltd.                        45,876
      Ceridian Corporation                             50,175
      William Mercer                                   23,501
      Vision Service Plan Insurance, Co.              119,370
      West Publishing Corporation                      10,674
      William M. Mercer                                21,814
      Williams Communications Solutions LLC            14,829
      Custom Business Forms, Inc.                       7,615
      Data2Logistics LLC                                7,929
      DDL Pilot Services Co. Inc.                      89,440
      DFS Acceptance LP                                13,147
      E-predix, Inc.                                    9,604
                                                   ----------
      TOTAL                                        $6,674,178
(ANC Rental Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ANNTAYLOR STORES: Posts Improved Sale Results for November 2003
---------------------------------------------------------------
AnnTaylor Stores Corporation (NYSE: ANN) announced that total net
sales for the four-week period ended November 29, 2003 increased
20.1 percent to $139,639,000 over total net sales of $116,238,000
for the four-week period ended November 30, 2002.  By division,
net sales were $74,964,000 for Ann Taylor and $52,743,000 for Ann
Taylor Loft.

Comparable store sales for the period increased 9.6 percent
compared to a comparable store sales decrease of 10.3 percent for
the same four-week period last year.  By division, comparable
store sales for fiscal November 2003 were up 7.3 percent for Ann
Taylor compared to an 11.7 percent decrease last year, and up 14.9
percent for Ann Taylor Loft compared to a 7.6 percent decrease
last year.

Ann Taylor Chairman J. Patrick Spainhour said, "We were very
pleased with our performance during November.  Both divisions
posted positive comparable store sales gains, exceeding our same
store sales expectations for the month. We look forward to seeing
this positive momentum continue through the remainder of the
holiday selling season.

"At Ann Taylor we were particularly pleased with selling in our
dresses, outerwear, and refined separates categories.  Our winter
color palate of pinks, lavenders, frosted blues and greens helped
ignite selling in our giftable categories of sweaters and cold
weather accessories."

Mr. Spainhour continued, "At Ann Taylor Loft we continue to
surpass our expectations.  We experienced outstanding full price
selling across all categories, especially casual separates, tops,
outerwear and fashion accessories.  All regions produced strong
positive comparable sales performance.

"Based on stronger than expected sales performance and related
merchandise gross margins at both divisions, we are raising our
fourth quarter earnings expectations to the range of $0.43 - $0.45
from the range of $0.41 - $0.43. We expect comparable store sales
for December and January to be in the range of positive 6 - 8
percent and positive 3 - 5 percent, respectively, for both
divisions."

Total inventory levels at the end of November, including inventory
attributable to Ann Taylor Global Sourcing, were down
approximately 6 percent on a per square foot basis compared to
last year.  By division, inventory levels on a per square foot
basis were up approximately 4 percent at Ann Taylor and down
approximately 10 percent at Ann Taylor Loft.

During November, the Company opened two new Ann Taylor stores and
11 new Ann Taylor Loft stores.  The total store count at fiscal
month end was 652, comprised of 357 Ann Taylor stores, 268 Ann
Taylor Loft stores, and 27 Ann Taylor Factory stores.  Total store
square footage at the end of fiscal November increased 11 percent
over last year.

For the fiscal year-to-date period ended November 29, 2003, the
Company's net sales totaled $1,278,670,000, up 11.7 percent from
$1,144,991,000 for the same period in fiscal 2002.  By division,
net sales for the fiscal year-to-date period were $699,405,000 for
Ann Taylor, and $469,697,000 for Ann Taylor Loft.  Comparable
store sales for the fiscal year-to-date period increased 2.5
percent compared to a decrease of 1.6 percent for the same period
last year.  Comparable sales by division for the fiscal
year-to-date period were up 0.2 percent for Ann Taylor compared to
a 2.7 percent decrease last year, and up 6.6 percent for Ann
Taylor Loft compared to a 0.6 percent increase last year.

Ann Taylor is one of the country's leading women's specialty
retailers, operating 652 stores in 43 states, the District of
Columbia and Puerto Rico, and also an Online Store at
http://www.anntaylor.com

AnnTaylor Stores' 0.550% bonds due 2019 are currently trading at
about 74 cents-on-the-dollar.


ARES LEVERAGED: Fitch Affirms Low-B's on Two Sub. Secured Notes
---------------------------------------------------------------
Fitch Ratings affirms all classes of Ares Leveraged Investment
Fund II, L.P. These rating actions are effective immediately.

    -- $375,000,000 senior secured revolving credit facility 'AA'

    -- $60,000,000 supplemental senior secured revolving credit
       facility 'AAA';

    -- $185,000,000 senior secured notes 'AAA';

    -- $70,000,000 first senior subordinated secured notes 'A';

    -- $110,000,000 second senior subordinated secured notes
       'BBB';

    -- $40,000,000 subordinated secured notes 'BB';

    -- $25,000,000 junior subordinated secured notes 'B'.

Ares II is a market value collateral debt obligation that closed
on Oct. 14, 1998. The fund is managed by Ares Management II, L.P.,
which is headquartered in Los Angeles and is a subsidiary of Ares
Management LLC. Ares Management LLC manages two market value
funds, five cash flow funds and a private equity fund. Ares
Management LLC maintains a strategic relationship with Apollo
Advisors. At inception, the investment manager targeted a
portfolio of approximately 40% high yield securities, 25%
performing bank loans and 35% mezzanine and special situation
assets.

The collateral manager has shifted its allocation among these
asset classes over time as a defensive measure against negative
market conditions. As of the most recent valuation report
available, Oct. 31, 2003, approximately 25% of the fund's
portfolio was comprised of high yield securities, 45% performing
bank loans and 30% mezzanine and special situation assets.

According to the Oct. 31, 2003 valuation report, all of the
overcollateralization ratios were well above their test levels.
The senior OC test, which covers the outstanding amounts under the
senior credit facility and senior notes, was at a ratio of 134.5%
relative to a test level of 100%. The first senior subordinated OC
ratio was 124.9%, the second senior subordinated OC ratio was
112.9%, the subordinated OC ratio was 111.8% and the junior
subordinated OC ratio was 111.2%, which all exceeded the test
level of 100% by a comfortable margin.

Furthermore, all of the portfolio's semi-liquid and illiquid
assets were conservatively classified in the lowest advance rate
category, which applies the most punitive haircut to the market
value of these assets. In conjunction with this rating review,
Fitch conducted a liquidation analysis of the fund's portfolio.
Even under stressful liquidation scenarios, all of the rated notes
were well covered by the discounted collateral value of the
portfolio's assets.

Fitch will continue to monitor the composition of the portfolio as
the scheduled amortization of the senior credit facility
approaches in April 2004 and the maturity of the remaining notes
in October 2005. It is important to note that the senior creditors
have agreed to extend the maturity of the senior facility to July
2005. In conjunction with this extension the total committed
amount under the senior and supplemental credit facility will be
$282.5 million.

Given the conservative management of the portfolio relative to the
initial target asset mix, the comfortable cushion of the OC tests,
and the track record and experience of Ares Management II, L.P .,
Fitch has affirmed all of the rated liabilities issued by Ares
Leveraged Investment Fund II, L.P. Additionally, the 'AAA' ratings
of the supplemental senior secured revolving credit facility and
the senior secured notes are based upon an insurance agreement
provided by Financial security Assurance, Inc.


ATA HOLDINGS: Extends Exchange Offers for 10.5% and 9-5/8% Notes
----------------------------------------------------------------
ATA Holdings Corp. (Nasdaq: ATAH), the parent company of ATA
Airlines, Inc., announced the extension of its offers to exchange:

     - newly issued 11 percent Senior Notes due 2009 and
       cash consideration for any and all of the $175 million
       outstanding principal amount of its 10-1/2 percent Senior
       Notes due 2004; and

     - newly issued 10-1/8 percent Senior Notes due 2010 and cash
       consideration for any and all of the $125 million
       outstanding principal amount of its 9-5/8 percent Senior
       Notes due 2005.

As part of the Exchange Offers, the Company is also seeking
solicitations of consents to amend the indentures under which the
Existing Notes were issued.  The Company has extended the
expiration date of the Exchange Offers until 5 p.m., New York City
Time, on December 12, 2003, unless further extended by the
Company.  In addition, the Company has extended the deadline
for holders of Existing Notes to deliver consents and receive the
consent payment to December 12, 2003, unless further extended by
the Company.

As previously disclosed, the Company continues to be in
discussions with a group of holders of the Existing Notes with
respect to their participation in the Exchange Offers, and it has
extended the Exchange Offers to facilitate these discussions.

The withdrawal deadline for the Exchange Offers has expired, and
tenders with respect to any Existing Notes that have already been
tendered or are subsequently tendered may not be withdrawn.  The
other terms of the Exchange Offers remain unchanged, and they are
subject to a number of significant conditions, including but not
limited to receiving valid tenders representing at least 85
percent in principal amount of each series of Existing Notes and
receiving the consent of the Air Transportation Stabilization
Board pursuant to the Company's government-guaranteed term loan.
As of December 5, 2003, $11,510,000 principal amount of 2004 Notes
and $29,550,000 principal amount of 2005 Notes had been tendered
and not withdrawn in the Exchange Offers.

The Exchange Offers are being made pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act of
1933, as amended.  The New Notes offered in the Exchange Offers
have not been and will not be registered under the Securities Act
or any state securities laws and may not be offered or sold in the
United States absent registration or applicable exemption from the
registration requirements of the Securities Act and any applicable
state securities laws.

Now celebrating its 30th year of operation, ATA (S&P, CCC
Corporate Credit Rating, Developing) is the nation's 10th largest
passenger carrier based on revenue passenger miles. ATA operates
significant scheduled service from Chicago-Midway, Hawaii,
Indianapolis, New York and San Francisco to more than 40 business
and vacation destinations. To learn more about the company, visit
the Web site at http://www.ata.com


BALDWIN CRANE: Signs-Up Gadsby Hannah as Suffolk Action Attorney
----------------------------------------------------------------
Baldwin Crane and Equipment Corporation wants to employ Gadsby
Hannah LLP as Special Counsel for representation in a dispute
pending before the Suffolk Superior Court in Massachusetts.

The Debtor reports that prior to the Petition Date, it had
contracted with Boston Steel & Precast Erectors, Inc., to provide
cranes, crane operators, and other related equipment in connection
with Boston Steel's performance of a major construction project
known as One Brigham Circle LLC in Boston, Massachusetts. The
Debtor supplied the equipment but Boston Steel failed to make any
payments required in the sum of $86,646.  The Debtor consequently
commenced an action in the Suffolk Superior Court for the
Commonwealth of Massachusetts.

The Debtor selected Gadsby Hannah as its attorneys because of the
Firm's knowledge of the its business and its extensive experience
and knowledge in both the fields of debtors' and creditors' rights
and business reorganizations under chapter 11 of the Bankruptcy
Code, and the rights and duties of parties involved in
construction projects.

Gadsby Hannah will bill for legal services at its ordinary and
customary rates:

          partners               $330 to $500 per hour
          associates             $195 to $300 per hour
          paraprofessionals      $100 to $150 per hour

Michael B. Donahue, the principal attorney responsible in the
Superior Court Action, charges the current hourly rate of $350.

The Debtor expects Gadsby Hannah to:

     a. provide legal advice with respect to the Debtor's rights
        and duties in connection with the Agreement;

     b. prepare and file all necessary motions, notices, and
        other pleadings necessary in the Superior Court Action;

     c. release the mechanic's lien on Brigham's project; d.
        taking all actions necessary to enforce the Debtor's
        claim against the Bond;

     e. appear in the Superior Court on behalf of the Debtor and
        protecting the interests of the Debtor before the
        Superior Court; and

     f. perform all other legal services for the Debtor which
        may be necessary and proper in the proceeding, before
        the Superior Court.

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


BOB'S STORES: Committee Brings-In Kronish Lieb as Lead Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Bob's
Stores, Inc., "chapter 22" cases, turned to Kronish Lieb Weiner &
Hellman LLP as counsel.   The Committee has also hired The Bayard
Firm as local counsel.

The Committee explains that Kronish Lieb's expertise in
representing unsecured creditors in chapter 11 cases throughout
the United States on the one hand and The Bayard Firm's expertise
with respect to bankruptcy and the local rules and its proximity
to the Court on the other hand will provide efficient
representation.

Kronish Lieb is expected to:

     a) attend the meetings of the Committee;

     b) review financial information furnished by the Debtors to
        the Committee;

     c) review and investigate the liens of purported secured
        party;

     d) confer with the Debtors' management and counsel;

     e) coordinate efforts to sell assets of the Debtors in a
        manner that maximizes the value for unsecured creditors;

     f) review the Debtors' schedules, statement of affairs and
        business plan;

     g) advise the Committee as to the ramifications regarding
        all of the Debtors' activities and motions before this
        Court;

     h) file appropriate pleadings on behalf of the Committee;

     i) review and analyze accountant's work product and reports
        to the Committee;

     j) provide the Committee with legal advice in relation to
        the case;

     k) prepare various applications and memoranda of law
        submitted to the Court for consideration and handle all
        other matters relating to the representation of the
        Committee that may arise;

     l) assist the Committee in negotiations with the Debtors
        and other parties in interest on an emergence plan; and

     m) perform such other legal services for the Committee as
        may be necessary or proper in these proceeding.

The professionals who will be responsible in this engagement are:

          Lawrence C. Gottlieb    Partner      $650 per hour
          Jay Indyke              Partner      $525 per hour
          Cathy Hershcopf         Partner      $450 per hour
          Charles J. Shaw         Associate    $420 per hour
          Joseph M. Gitto         Associate    $230 per hour
          Joanna L. Bergmann      Associate    $230 per hour
          Nicolas B. Hoskins      Associate    $215 per hour

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


CABLE & WIRELESS: Files Chapter 11 Petition to Facilitate Sale
--------------------------------------------------------------
Cable & Wireless USA Inc. and Cable & Wireless Internet Services,
Inc. (CWA), wholly-owned subsidiaries of Cable and Wireless plc
(NYSE: CWP; LSE: CW), announced that they, together with their
subsidiaries, have entered into an asset purchase agreement with
an affiliate of Gores Technology Group, LLC for the sale of their
hosting and IP solutions businesses.

In accordance with the terms of this agreement and to facilitate
the sale transaction, CWA filed voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code. During
the sale transaction CWA will continue to operate and focus on its
core competencies of hosting and IP services while delivering
uninterrupted customer service.

Under the terms of the Asset Purchase Agreement, which is subject
to Bankruptcy Court approval, an affiliate of Gores Technology
Group, LLC will acquire substantially all of the assets of CWA for
$125 million. The offer from Gores comprises $50 million in cash
and $75 million in a note from Gores Technology, in each case to
be delivered on completion of a sale of the US Businesses to Gores
Technology. It is subject to closing adjustments based on business
performance targets which have been set for working capital,
revenue and certain overhead expenses. Although the Purchase Price
could be reduced if CWA does not achieve these targets, under the
terms of the Asset Purchase Agreement, it cannot be reduced to
less than $50 million. The Purchase Price from this process will
be applied to satisfy outstanding liabilities of CWA in accordance
with the US Bankruptcy Code. In accordance with Section 363 of the
Bankruptcy Code, qualifying bidders will have an opportunity to
submit higher and better offers through a court-supervised
competitive bidding process.

CWA also announced that John S. Dubel has recently joined the U.S.
business as chief executive officer along with Eric A. Simonsen,
who joins the U.S. business as chief restructuring officer and
chief financial officer. Both are principals of AlixPartners LLC.

Mr. Dubel and Mr. Simonsen have extensive experience in
restructuring and turnaround services for organizations such as
WorldCom, Acterna and other Fortune 500 companies.

Continuous Customer Service

"Today's actions provide a clear path to a much stronger
organization," stated John S. Dubel, CWA``s new chief executive
officer. "Fulfilling the needs of our customers remains our number
one objective, and this sale represents a very positive outcome
for them. Throughout the sale process, continuity of service will
be maintained for our customers," Mr. Dubel stated. "CWA``s
products and market position are strong, its technology is
leading-edge, and there is significant value in the core business.
That is why we determined that a sale of the business was in the
best interests of all CWA``s constituents and would support the
continued development of the business in an expanding market going
forward."

New Financing Secured

CWA also announced that it has received a commitment for up to
$100 million in debtor-in-possession (DIP) financing from Cable
and Wireless plc, subject to Bankruptcy Court approval. The DIP
financing will be used to maintain uninterrupted business
operations through the completion of the sale transaction. "With
the availability of up to $100 million in DIP financing our
customers and employees should be reassured that we will continue
business as usual through the completion of the sale transaction,"
said Clint Heiden, executive vice president of sales for CWA.

Streamlining Operations

Through the Chapter 11 and sale transaction processes CWA will be
taking further cost reduction steps. The measures include network
consolidation and rationalization, contract renegotiations and the
continuation of previously announced headcount reductions.

Over the past year CWA has successfully implemented a series of
initiatives to reduce costs and streamline operations, including
headcount reductions and the closure of eight underutilized data
centers while successfully migrating customers to the 15 remaining
data centers. Pre-exceptional operating losses were reduced by
GBP100 million and free cash outflow by GBP156 million compared to
the second half of 2002/03.


CABLE & WIRELESS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Cable & Wireless USA, Inc., A Delaware corporation
             11700 Plaza America Drive
             Reston, Virginia 20190

Bankruptcy Case No.: 03-13711

Debtor affiliates filing separate chapter 11 petitions:

Entity                                                 Case No.
------                                                 --------
Cable & Wireless USA of Virginia, Inc.                 03-13712
Cable & Wireless Internet Services, Inc.               03-13713
Exodus Communications Real Property I, LLC             03-13714
Exodus Communications Real Property Managers I, LLC    03-13715
Exodus Communications Real Property I, LP              03-13716

Type of Business: Provider of Internet access services, Internet
                  backbone services, domain name registration
                  services, web page design services, Internet
                  hosting services, and telecommunications-
                  related services.

Chapter 11 Petition Date: December 8, 2003

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtors' Counsels: Curtis A. Hehn, Esq.
                   Laura Davis Jones, Esq.
                   Pachulski Stang Ziehl Young Jones
                   919 North Market Street
                   16th Floor
                   Wilmington, DE 19801
                   Tel: 302-652-4100
                   Fax: 302-652-4400

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
Cable & Wireless USA, Inc.   $50M to $100M       more than $100M
Cable & Wireless USA of      $0 to $50,000       $0 to $50,000
Virginia, Inc.
Cable & Wireless Internet    more than $100M     more than $100M
Services, Inc.
Exodus Communications Real   $0 to $50,000       $50M to $100M
Property I, LLC
Exodus Communications Real   $10M to $50M        $50M to $100M
Property Managers I, LLC
Exodus Communications Real   $0 to $50,000       $50M to $100M
Property I, LP

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
L&B Tysons Commerce Center    Leased Real Property      $590,559
c/o L&B Institutional
Property Managers, Inc.
8750 N. Central Expressway,
Suite 800
Dallas, TX 75231-6437

909 Third Company, LP         Leased Real Property      $495,374
c/o MRC Management, LLC
330 Madison Avenue
New York, NY 10017

Ernst & Young LLP             Leased Real Property      $449,517
1300 Huntington Building
925 Euclid Avenue
Cleveland, OH 44115

Vertical Communications,      Trade Debt                $399,284
Inc.
1095 Avenue of the Americas
New York, NY 10036

Alcatel USA Sourcimg LP       Leased Real Property      $363,670
8280 Greensboro Drive,
Suite 601
McLean, VA 22102

GTE North Pennsylvania        Trade Debt                $308,736
c/o Vertical Communication
1095 Avenue of the Americas
New York, NY 10036

Augustine Partners II         Leased Real Property      $298,632
c/o Menlo Iniquities
Management Company
2901 Tasman Drive, Ste. 220
Santa Clara, CA 95054

Alcatel Network Systems       Trade Debt                $266,755
15036 Conference Center
Drive
Chantilly, VA 20151

Nortel Networks Inc.          Trade Debt                $212,470

U.S. West                     Trade Debt                $207,259

One Bay Plaza Associates      Leased Real Property      $178,045

Walton 311 Wacker Investors   Leased Real Property      $139,666
III

Conshohocken Associates LP    Leased Real Property       $93,315

AT&T                          Trade Debt                 $83,014

Amberjack                     Leased Real Property       $82,475

MCI                           Trade Debt                 $63,620

Cypress Center LLC            Leased Real Property       $62,540

Medwell Associates            Leased Real Property       $64,472

Boyd Enterprises Utah, LLC    Leased Real Property       $53,685

Crescent Real Estate Funding  Leased Real Property       $53,150
X


CMS ENERGY: Utility Unit Declares Quarterly Preferred Dividends
---------------------------------------------------------------
The Board of Directors of Consumers Energy (Fitch, BB Senior
Unsecured Rating, Stable), the principal subsidiary of CMS Energy
(NYSE: CMS), has declared regular quarterly dividends on both
series of the Company's preferred stock.

The following dividends are payable Jan. 1, 2004, to shareholders
of record Dec. 15, 2003:  $1.04 per share on the $4.16 stock, and
$1.125 per share on the $4.50 stock.

In addition to the above dividends, distributions on the $2.09
Trust Originated Preferred Security are payable Dec. 31, 2003, in
the amount of $0.5225 per preferred security, to holders of record
on Dec. 30, 2003. Similarly, distributions are payable Dec. 31,
2003, on the $2.05 TOPrS in the amount of $0.5125 per preferred
security, $0.578125 on the 9.25 percent TOPrS, and $0.5625 on the
9 percent Trust Preferred Securities.  These distributions are for
holders of record Dec. 30, 2003.  The Company will pay to the
Trustees interest on related debentures to cover such
distributions.

Also, a dividend on the Quarterly Income Preferred Securities is
payable on Jan. 15, 2004, in the amount of $0.96875 per security
to holders of record on Dec. 31, 2003.  CMS Energy will pay to the
Trustee interest on related debentures to cover such dividend.

CMS Energy (Fitch, B- Preferred Share Rating, Stable Outlook) is
an integrated energy company, which has as its primary business
operations an electric and natural gas utility, natural gas
pipeline systems, and independent power generation.

For more information on CMS Energy, visit its Web site at
http://www.cmsenergy.com


COMMSCOPE INC: Hart-Scott-Rodino Waiting Period Terminated
----------------------------------------------------------
CommScope, Inc. (NYSE: CTV) has received early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, with respect to the proposed transaction
with Avaya Inc. (NYSE: AV) to acquire its Connectivity Solutions
business.

The transaction is still subject to other contractual closing
conditions, including other international regulatory approvals.

The transaction is expected to close within the next 60 days,
except with regard to certain international operations.

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

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

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


CONSECO INC: Files Form S-3 to Register Possible New Securities
---------------------------------------------------------------
Conseco, Inc. (NYSE:CNO) has filed a universal shelf registration
statement with the Securities and Exchange Commission on Form S-3
to register the offer and sale from time to time of up to an
aggregate of $3 billion of various types of securities.

The registration statement is being filed to enable the company to
offer the securities in the future in the event that market
conditions warrant.

The registration statement on Form S-3 has not been declared
effective by the SEC. These securities may not be sold nor may any
offers to buy be accepted prior to the time that the registration
statement becomes effective.

Conseco, Inc.'s insurance companies help protect working American
families and seniors from financial adversity: Medicare
supplement, long-term care, cancer, heart/stroke and accident
policies protect people against major unplanned expenses;
annuities and life insurance products help people plan for their
financial future.


CONSOL ENERGY: S&P Keeps Rating Watch with Negative Implications
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Pittsburgh, Pennsylvania-based Consol Energy Inc. to 'BB-' and
placed them on CreditWatch with negative implications.

"The rating action reflects concerns about the company's liquidity
position, which has been materially impacted by the recent
operating disruptions," said Standard & Poor's credit analyst
Dominick D'Ascoli. Indeed, the company announced that earnings per
diluted share for 2003 will meaningfully decline from 37 cents per
diluted share to a negative 2 cents to negative 5 cents per
diluted share.

The earnings revision and the resulting decline in liquidity
resulted from a fourth-quarter $7 million premium increase ($28
million from Oct. 2003 to Oct. 2004) related to union health and
retirement funding; a roof collapse in late October at the Bailey
Mine, which resulted in the loss of nine days of production; lost
production at the Enlow Fork Mine, because of the expelling of
methane gas; and several other disruptions.

Although the problems at Bailey have been corrected and Enlow Fork
is expected to be rectified shortly, these disruptions adversely
impacted liquidity. Moreover, Standard & Poor's believes the
company's ability to quickly improve liquidity is uncertain
following the receipt of an anonymous letter alleging
misappropriation of funds and other wrongdoings by several company
directors and officers.  Independent members of the board of
directors are conducting an investigation in conjunction with
outside legal counsel.  Additionally, the U.S. Securities and
Exchange Commission has initiated an inquiry into the matter.
Standard & Poor's is uncertain as to when this issue will be
resolved.


COVANTA ENERGY: Ogden Film Gets OK for IMAX Assignment Agreement
----------------------------------------------------------------
James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton, in
New York, relates that on April 1997, Covanta Energy Debtor Ogden
Film Theatre, Inc. and IMAX Theatre Holdings formed Arizona Big
Frame Theatres, LLC for the purpose of operating IMAX large screen
motion picture theatres.  At the same time, Ogden Film and IMAX
Theatre entered into an operating agreement.  The Operating
Agreement provides that Ogden Film and IMAX Theatre, as members of
Arizona LLC, are responsible for covering any operating shortfalls
realized by Arizona LLC.

To facilitate its business, Arizona LLC entered into various
agreements, including a real property lease and a management
agreement.  Pursuant to a Limited Guaranty of Lease dated
April 18, 1997, Debtor Ogden Services Corporation guaranteed 50%
of Arizona LLC's obligations under the Lease while IMAX Theatre's
parent corporation, IMAX Corporation guaranteed the other 50%.

Starting 1998, Arizona LLC operated at a loss, and income from
its operations was insufficient to satisfy expenses, including
the obligations under the Lease.  As a result, IMAX Theatre began
funding the losses and has continued to do so.  Mr. Bromley tells
the Court that Ogden Film did not transfer any funds to cover
Arizona LLC's losses, nor has the Ogden Guarantor made any
payments under its guaranty.  Arizona LLC continues to operate at
a loss and recently registered a $1,322,156 loss in its 2002
fiscal year and a $34,646 loss in the first two quarters of its
2003 fiscal year.

Mr. Bromley contends that liquidating Arizona LLC would not serve
the interests of the Debtors' estates insofar as Arizona LLC's
lease obligations would thereafter be in default, and the
landlord would pursue its guaranty claims against the Ogden
Guarantor and the IMAX Guarantor.  IMAX Theatre has stated that
it will no longer continue to fund Arizona LLC's expenses.
Rather, pursuant to the Operating Agreement, IMAX Theatre will
seek reimbursement from Ogden Film for the postpetition payments
IMAX Theatre has made on Arizona LLC's behalf.  IMAX Theatre,
however, is willing to forgo the claims and rights to
reimbursement and to indemnify the Ogden Guarantor if Ogden Film
assigns its interest in Arizona LLC to IMAX Theatre.

Although Arizona LLC continues to lose money, Mr. Bromley notes
that:

   -- by owning 100% of the ownership interests of Arizona LLC,
      IMAX Theatre would be better able to take steps to reduce
      the losses, while taking appropriate tax write-offs;

   -- by continuing to operate the theatre owned by Arizona LLC,
      IMAX Theatre would avoid both incurring the costs
      associated with closing the operations of the theatre and
      the potential bad publicity associated with the closure of
      an IMAX theatre; and

   -- with 10 years remaining on the lease, the continued
      operation of the theatre and the continued satisfaction of
      the lease obligations would benefit both the IMAX Guarantor
      and the Ogden Guarantor.

Because of the poor financial health of Arizona LLC and to avoid
incurring additional liability, Ogden Film has determined to
assign its interest in Arizona LLC to IMAX Theatre.  According to
Mr. Bromley, IMAX Theatre, as the only other member of Arizona
LLC, is uniquely suited to acquire Ogden Film's interest in
Arizona LLC, assume the related liabilities and also release all
claims against Ogden Film under the Operating Agreement.

The salient terms of the Assignment Agreement are:

   (a) IMAX Theatre will assume Ogden Film's entire interest in
       Arizona LLC, all of Ogden Film's rights, duties,
       liabilities and obligations relating to Arizona LLC and
       the Operating Agreement;

   (b) IMAX Theatre will release Ogden Film from any and all
       liability it may owe to IMAX Theatre in connection with
       Ogden Film's ownership of the Interests, including under
       the Operating Agreement; and

   (c) IMAX Theatre will indemnify the Ogden Guarantor for any
       actual amounts it pays under its guaranty for liabilities
       incurred by Arizona LLC prior to the assignment
       contemplated by the Assignment Agreement.

Mr. Bromley notes that once Ogden Film assigns the Arizona LLC
interests to IMAX Theater, there remains no reason for Ogden Film
to continue to be bound by the terms of the Operating Agreement.
Accordingly, Ogden Film seeks to assume the Operating Agreement
and assign it to IMAX Theatre.  Ogden Film believes that it will
incur no cost with respect to the assignment and assumption
because pursuant to the terms of the Assignment Agreement, IMAX
Theatre has released Ogden Film from any liability under the
Operating Agreement and that therefore no cure amounts are due.

Accordingly, Ogden Film sought and obtained the Court's authority
to:

   (a) enter into an Assignment Agreement with IMAX Theatre in
       connection with the assignment of certain limited
       liability company interests;

   (b) assume an Operating Agreement of Arizona LLC by and
       between Ogden Film and IMAX Theatre dated April 18, 1997;
       and

   (c) assign the Interests and the Operating Agreement to IMAX
       Theatre.

The Court also rules that no cure amounts are due under the
Operating Agreement. (Covanta Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CREDIT SUISSE: Fitch Rates 6 Ser. 2003-C5 Note Ratings at Low-Bs
----------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corp., series 2003-
C5, commercial mortgage pass-through certificates are rated by
Fitch Ratings as follows:

        -- $82,665,000 class A-1 'AAA';
        -- $150,368,000 class A-2 'AAA';
        -- $115,605,000 class A-3 'AAA';
        -- $370,274,000 class A-4 'AAA';
        -- $340,549,000 class A-1-A 'AAA';
        -- $1,261,269,490 class A-X 'AAA'
        -- $1,149,433,000 class A-SP 'AAA';
        -- $39,416,000 class B 'AA';
        -- $15,766,000 class C 'AA-';
        -- $31,532,000 class D 'A';
        -- $17,343,000 class E 'A-';
        -- $17,343,000 class F 'BBB+';
        -- $14,190,000 class G 'BBB';
        -- $14,189,000 class H 'BBB-';
        -- $9,460,000 class J 'BB+';
        -- $6,307,000 class K 'BB';
        -- $6,306,000 class L 'BB-';
        -- $7,883,000 class M 'B+';
        -- $1,577,000 class N 'B';
        -- $4,730,000 class O'B-';
        -- $15,766,490 class P 'NR'.

Classes A-1, A-2, A-3, A-4, B, C, D, E, and F are offered
publicly, while classes A-1-A, A-X, A-SP, G, H, J, K, L, M, N, O,
and P are privately placed pursuant to rule 144A of the Securities
Act of 1933. The certificates represent beneficial ownership
interest in the trust, primary assets of which are 153 fixed-rate
loans having an aggregate principal balance of approximately
$1,261,269,490, as of the cutoff date.


CROWN CASTLE: Commences Tender Offers for 9% & 9-1/2% Sr. Notes
---------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) (S&P, B- Corporate
Credit Rating, Stable) has commenced cash tender offers and
consent solicitations for all of its outstanding 9% Senior Notes
due 2011 (CUSIP No. 228227AC8) and 9-1/2% Senior Notes due 2011
(CUSIP No. 228227AH7).

The tender offers and consent solicitations are made upon the
terms and conditions in the Offer to Purchase and Consent
Solicitation Statement and related Consent and Letter of
Transmittal dated December 5, 2003.  The tender offers will expire
at 5:00 p.m. (EST) on January 6, 2004, unless extended or
terminated.  The consent solicitations will expire at 5:00 p.m.
(EST) on December 19, 2003, unless extended. 9% Notes and 9-1/2%
Notes tendered before the Consent Date may be withdrawn at any
time on or prior to the Consent Date, but not thereafter.  9%
Notes and 9-1/2% Notes tendered after the Consent Date may not be
withdrawn.

Under the terms of the tender offer for the 9% Notes, the
consideration for each $1,000 principal amount of 9% Notes
tendered will be determined on the third business day before the
Expiration Date.  The consideration will be calculated by taking
(i) the present value as of the payment date of (A) $1,045.00,
which is the redemption price applicable to the 9% Notes on May
15, 2004, the first date on which the 9% Notes may be redeemed,
and (B) the present value of the interest that would accrue on the
9% Notes so tendered from and including the payment date up to,
but not including, the earliest redemption date, in each case
determined on the basis of a yield to such date equal to the sum
of (x) the yield to maturity on the 3-1/4% U.S. Treasury Note
due May 31, 2004, plus (y) 50 basis points, plus (ii) accrued and
unpaid interest, if any, up to, but not including, the payment
date, minus (iii) the consent payment described below of $20.00
per $1,000 principal amount of 9% Notes.  In conjunction with this
tender offer, the Company is also soliciting the consent of
holders of the 9% Notes to eliminate substantially all of the
restrictive covenants and certain events of default under the
Indenture for the 9% Notes, and to make certain other amendments
to such Indenture.  Holders cannot tender their 9% Notes without
delivering a consent and cannot deliver a consent without
tendering their 9% Notes.

Under the terms of the tender offer for the 9-1/2% Notes, the
consideration for each $1,000 principal amount of 9-1/2% Notes
tendered will be determined on the third business day before the
Expiration Date.  The consideration will be calculated by taking
(i) the present value as of the payment date of (A) $1,047.50,
which is the redemption price applicable to the 9-1/2% Notes on
August 1, 2004, the first date on which the 9-1/2% Notes may be
redeemed, and (B) the present value of the interest that would
accrue on the 9-1/2% Notes so tendered from and including the
payment date up to, but not including, the earliest redemption
date, in each case determined on the basis of a yield to such date
equal to the sum of (x) the yield to maturity on the 7-1/4% U.S.
Treasury Note due August 15, 2004, plus (y) 50 basis points,
plus (ii) accrued and unpaid interest, if any, up to, but not
including, the payment date, minus (iii) the consent payment
described below of $20.00 per $1,000 principal amount of 9-1/2%
Notes.  In conjunction with this tender offer, the Company is also
soliciting the consent of holders of the 9-1/2% Notes to eliminate
substantially all of the restrictive covenants and certain events
of default under the Indenture for the 9-1/2% Notes, and to make
certain other amendments to such Indenture.  Holders cannot tender
their 9-1/2% Notes without delivering the consent and cannot
deliver a consent without tendering their 9-1/2% Notes.

The Company will pay a consent payment of $20.00 per $1,000
principal amount of 9% Notes or 9-1/2% Notes validly tendered on
or prior to the Consent Date.  Holders who tender their 9% Notes
or 9-1/2% Notes after the Consent Date will not receive the
consent payment.

The closing of each tender offer is subject to certain conditions,
including (i) the closing by the Company of its offering of 7-1/2%
Series B Senior Notes due 2013, which is scheduled for
December 11, 2003, and (ii) the receipt of the required consents
from holders to amend the Indenture related to the applicable
series of Notes.

The Company has retained Morgan Stanley to serve as the Dealer
Manager and Solicitation Agent for the tender offers.  Requests
for documents may be directed to MacKenzie Partners, Inc., the
Information Agent, by telephone at (800) 322-2885  (toll-free) or
(212) 929-5500 (collect), or in writing at 105 Madison Avenue, New
York, NY 10016, Attention: Steven C. Balet.  Questions regarding
the tender offer may be directed to Morgan Stanley at (800) 624-
1808 (toll-free) or (212) 761-1897 (collect), or in writing at
1585 Broadway, Second Floor, New York, NY 10036, Attention: Gordon
Parker.


DEX MEDIA: CWA-Represented Employees Approve New 3-Year Contract
----------------------------------------------------------------
The Communications Workers of America has informed Dex Media, Inc.
that CWA-represented employees of Dex Media have ratified a new
three-year contract.

The contract with Dex Media covers about 1,470 CWA union members
who work for the company in sales, operations and customer service
positions in 14 Western and Midwestern states.

"Dex Media is pleased that union members voted to approve the
contract," said George Burnett, president and CEO -- Dex Media.
"We believe the new agreement strikes a very good balance between
providing our employees with strong pay and benefits and
maintaining a competitive cost structure.  With the negotiations
and vote behind us, we are all focused on meeting our customers'
expectations for effective directory products and customer service
that leads the industry."

The ratified contract runs through October 14, 2006.  It replaces
the previous contract that expired on October 15, 2003.

Dex Media, Inc. (S&P, BB- Corporate Credit Rating, Negative
Outlook) is the parent company of Dex Media East LLC and Dex Media
West LLC.  Dex Media, Inc., through its subsidiaries, provides
local and national advertisers with industry-leading directory,
Internet and direct marketing solutions.  The official, exclusive
publisher for Qwest Communications International Inc., Dex Media
published 271 directories in Arizona, Colorado, Idaho, Iowa,
Minnesota, Montana, Nebraska, New Mexico (including El Paso,
Texas), North Dakota, Oregon, South Dakota, Utah, Washington and
Wyoming in 2002.  As the world's largest privately-owned incumbent
directory publisher, Dex Media produces and distributes 45 million
print directories, and CD ROMs.  Its Internet directory,
qwestdex.com, receives more than 85 million annual searches.


DIXIE GROUP: Sells Yarn Production Plant to Shaw Ind. for $6.7MM
----------------------------------------------------------------
The Dixie Group, Inc. (Nasdaq/NM:DXYN) has executed a definitive
agreement to sell its Ringgold, Georgia, spun carpet yarn
production facility to Shaw Industries Group, Inc. for a cash
purchase price of approximately $6.7 million.

Proceeds from the sale, plus funds generated from working capital
reductions, will be used to reduce debt under the Company's Senior
Credit Agreement. While specific terms of the agreement were not
disclosed, Dixie said the sale, which is subject to normal
contractual contingencies, was expected to be completed within the
next six weeks. Approximately 300 associates are employed in this
facility.

The transaction is not expected to result in a material net gain
or loss.

Commenting on the sale, Daniel K. Frierson, Chairman of the Board
of The Dixie Group, observed, "We expect completion of the sale
will further strengthen our balance sheet and permit us to
continue growing our higher-end carpet businesses."

The Dixie Group (S&P, B+ Corporate Credit Rating, Positive) --
http://www.thedixiegroup.com-- is a leading carpet and rug
manufacturer and supplier to higher-end residential and commercial
customers serviced by Fabrica International, Masland Carpets and
to consumers through major retailers under the Dixie Home name.


DRESSER: Receives Consents from Majority of 9-3/8% Noteholders
--------------------------------------------------------------
Dresser, Inc., has received the consent of holders of more than a
majority in principal amount of its outstanding 9-3/8% Senior
Subordinated Notes due 2011 to the proposed amendment and waiver
of certain reporting requirements in the indenture for the notes.

Details of the amendment and waiver are contained in the Company's
Consent Solicitation Statement dated November 18, 2003, which was
previously distributed to the holders and furnished with a Form
8-K to the Securities and Exchange Commission.

As a result, in accordance with the terms of the Consent
Solicitation Statement, the amendment and waiver have been
approved, the Consent Solicitation closed at 5:00 P.M. New York
City Time on December 4, 2003, the supplemental indenture giving
effect to the amendment and waiver was executed and consents may
no longer be revoked. The Company delivered consent payments to
the Depositary today, for further transmittal to the consenting
holders.

Copies of the Consent Solicitation Statement and related
information are available on request from MacKenzie Partners,
Inc., the information agent for the consent solicitation, at (800)
322-2885 (U.S. toll free) and (212) 929-5500 (collect).

Headquartered in Dallas, Texas, Dresser, Inc. (S&P, BB- Corporate
Credit Rating) is a worldwide leader in the design, manufacture
and marketing of highly engineered equipment and services sold
primarily to customers in the flow control, measurement systems,
and compression and power systems segments of the energy industry.
Dresser has a widely distributed global presence, with over 7,500
employees and a sales presence in over 100 countries worldwide.
The Company's Web site can be accessed at http://www.dresser.com


DYNEGY INC: Begins Discussions with Ameren re Illinois Power
------------------------------------------------------------
Dynegy Inc. (NYSE:DYN) is engaged in exclusive discussions with
Ameren Corp. (NYSE:AEE) related to a possible sale of Illinois
Power Company, Dynegy's regulated energy delivery business.

Any transaction between the parties would be subject to
satisfactory completion of Ameren's due diligence, negotiation of
final terms and structure, negotiation and execution of definitive
agreements, receipt of board of directors and required regulatory
approvals, and other conditions.

Dynegy does not anticipate making any further announcements
related to a possible sale of Illinois Power until a definitive
agreement is reached or the discussions are terminated.

Dynegy Inc. (S&P, B Corporate Credit Rating, Negative) provides
electricity, natural gas and natural gas liquids to wholesale
customers in the United States and to retail customers in the
state of Illinois.  The company owns and operates a diverse
portfolio of energy assets, including power plants totaling
approximately 13,00 megawatts of net generating capacity, gas
processing plants that process more than 2 billion cubic feet of
natural gas per day and approximately 40,000 miles of electric
transmission and distribution lines.


DYNEGY INC: Ameren Intends to Acquire Illinois Power Company
------------------------------------------------------------
Ameren Corporation (NYSE: AEE) is in exclusive discussions with
Dynegy Inc. (NYSE: DYN) on the possible acquisition by Ameren of
Decatur, Il.-based Illinois Power Company.

There can be no assurance that these discussions will lead to an
agreement or that any such agreement would be completed.

Illinois Power is an electric and natural gas distribution and
transmission utility serving 590,000 electric and 415,000 gas
customers in areas contiguous to Ameren's existing Illinois
utility service territories. Ameren, through its subsidiaries,
AmerenCILCO, AmerenCIPS and AmerenUE, currently serves more than
970,000 electric and gas customers in Illinois and has
approximately 3,200 employees in Illinois.  Ameren has a track
record of providing high-quality, reliable electric and natural
gas services in Illinois, and if a transaction is consummated,
would commit to bringing this same level of performance to the
customers and communities served by Illinois Power.  In addition,
and consistent with its past acquisitions of AmerenCILCO and
AmerenCIPS, Ameren would maintain Illinois Power's headquarters in
Decatur, Ill., honor all existing labor agreements and bring long-
term value to all stakeholders.  Further, Ameren would not propose
any special legislation to complete this acquisition.

Any transaction between the parties would be subject to
satisfactory completion of Ameren's due diligence, negotiation of
final terms and structure, negotiation and execution of definitive
agreements, receipt of approvals from the boards of directors of
both companies and required regulatory approvals, in addition to
other conditions.

Ameren does not anticipate making any further announcements until
a definitive agreement is reached or the discussions are
terminated.

With assets of $13.5 billion, Ameren owns a diverse mix of
electric generating plants strategically located in its Midwest
market with a capacity of more than 14,500 megawatts.  Ameren
serves 1.7 million electric customers and 500,000 natural gas
customers in a 49,000 square-mile area of Missouri and Illinois.

Dynegy Inc. (S&P, B Corporate Credit Rating, Negative) provides
electricity, natural gas and natural gas liquids to wholesale
customers in the United States and to retail customers in the
state of Illinois.  The company owns and operates a diverse
portfolio of energy assets, including power plants totaling
approximately 13,00 megawatts of net generating capacity, gas
processing plants that process more than 2 billion cubic feet of
natural gas per day and approximately 40,000 miles of electric
transmission and distribution lines.


EL POLLO LOCO: Proposed $110MM Senior Notes Get S&P's B Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
quick-service restaurant operator El Pollo Loco Inc.'s proposed
$110 million senior secured note offering. The notes will be
issued under Rule 144A with registration rights. The proceeds will
be used to make a $70 million distribution to equity holders and
repay existing debt. Standard & Poor's also assigned its 'B+'
corporate credit rating to Irvine, California-based El Pollo Loco.
The outlook is negative. The senior secured notes are rated one
notch below the corporate credit rating because of the relatively
significant amount of priority debt ahead of the notes.

"The ratings reflect the company's participation in the highly
competitive quick-service sector of the restaurant industry, its
small size and regional concentration, weak cash flow protection
measures, and a highly leveraged capital structure," said Standard
& Poor's credit analyst Robert Lichtenstein. "These risks are
partially offset by the company's established brand in California,
especially among the Hispanic population."

El Pollo Loco is a small player in the highly competitive quick-
service chicken sector of the restaurant industry. The company
only maintained a 4% national market share in 2002, compared with
51% for KFC, 15% for Chick-fil-A, and 13% for Popeye's. In Los
Angeles, the company's primary market, El Pollo Loco competes more
effectively with about a 35% market share. Still, many of its
competitors have substantially greater brand recognition than the
company, as well as greater financial, marketing, and operating
resources.

Liquidity is limited to $4 million in cash and a $15 million
revolving credit facility, of which $4 million will be used to
support letters of credit. The facility is expected to be undrawn
at closing. Maturities are light because a new $11 million term
loan and the revolving credit facility mature in December 2006,
and the senior secured notes mature in 2009. Standard & Poor's
expects that operating cash flow and availability under the
company's revolving credit facility will be adequate to service
debt and fund capital expenditures of $13 million in 2004.


ENCOMPASS: Matherne Wants More Time to Challenge Admin. Claims
--------------------------------------------------------------
To date, Encompass Services Disbursing Agent Todd A. Matherne has
substantially completed the process of reviewing, preparing
objections to, and negotiating administrative expense applications
and proofs of claim.  But out of an abundance of caution, as well
as to avoid inadvertent mistakes, Mr. Matherne wants the deadline
to file objections to administrative claims extended for one more
month.  Mr. Matherne asks the Court to move the deadline to
January 12, 2004.

Marcy E. Kurtz, Esq., at Bracewell & Patterson, LLP, in Houston,
Texas, contends that the extension is warranted because this will
increase Mr. Matherne's probability of resolving objections to
various administrative claims.

If the extension is not approved, Ms. Kurtz argues that:

   -- the Debtors' ability to perform their other necessary wind-
      up duties would be significantly detracted;

   -- the time that the Debtors otherwise would have to negotiate
      resolutions of potential administrative claims objections
      would be reduced; and

   -- errors in the administrative claims objection from the rush
      to complete the claims review process would occur.

"Clearly, circumstances dictate that the deadline for filing
objections to administrative claims be further extended," Ms.
Kurtz asserts. (Encompass Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON: Settles Claims Dispute with Catholic Bishop of Chicago
-------------------------------------------------------------
Enron Energy Services, Inc., Enron Energy Services Operations,
Inc. and Catholic Bishop of Chicago entered into these
agreements:

   (1) Master Energy Management Agreement, dated December 31,
       1998;

   (2) Master Energy Project, Design & Construction Services
       Agreement, dated December 31, 1998; and

   (3) Master Finance Agreement, dated December 31, 1998.

Pursuant to the Agreements, Melanie Gray, Esq., at Weil, Gotshal
& Manges LLP, in New York, relates that EESI and EESO provided
Catholic Bishop and certain of its affiliated entities with
power, natural gas, energy project design and construction and
bill payment services.  On January 4, 2002, the Court authorized
the Debtors to reject the three Agreements pursuant to Section
365 of the Bankruptcy Code.

EESI and EESO accordingly invoiced Catholic Bishop $1,060,000 for
services rendered pursuant to the Agreements.  On the other hand,
Catholic Bishop filed proofs of claim for rejection damages
against EESI and EESO for $12,840,000.  Catholic Bishop
indicated, among other things, that it believes that it is
entitled to recoup any rejection damages it has suffered against
the accounts receivable owed to EESI and EESO.

The Parties desire to amicably settle all matters between them
related to the Agreements and release each other from all claims,
obligations and liabilities.  Accordingly, on August 20, 2003,
Ms. Gray reports that EESI, EESO and Catholic Bishop executed a
Settlement Agreement and Mutual Release.  The salient terms of
the Settlement Agreement provide for:

   (i) a payment by Catholic Bishop to EESO and EESI;

  (ii) Catholic Bishop's withdrawal, with prejudice, of all
       proofs of claim; and

(iii) mutual releases by EESI, EESO and Catholic Bishop of all
       claims, obligations, and liabilities under the Agreements.

Accordingly, pursuant to Section 363 and Rule 9019 of the Federal
Rules of Bankruptcy Procedure, EESI and EESO ask the Court to
approve their Settlement Agreement with Catholic Bishop.

Ms. Gray contends that the settlement is warranted because:

   (a) it provides for a partial recovery to EESI and EESO based
       on their accounts receivables from Catholic Bishop;

   (b) it results in the final satisfaction of all claims
       between the Parties related to the Agreements;

   (c) it mitigates the risk that Catholic Bishop would have a
       claim, payable under EESI and EESO's plan of
       reorganization, greater than EESI's and EESO's accounts
       receivable from the Catholic Bishop; and

   (d) it mitigates the risk that Catholic Bishop would be
       entitled to recoup or set-off all of its rejection
       damages against the accounts receivable owed to EESI and
       EESO. (Enron Bankruptcy News, Issue No. 89; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


EROOMSYSTEM: May File for Bankruptcy if Financing Efforts Fail
--------------------------------------------------------------
Since inception, eRoomSystems Technologies Inc. has suffered
recurring losses.  During the year ended December 31, 2002 and the
nine months ended September 30, 2003, the Company had net losses
of $3,550,923 and $1,494,083, respectively. During the year ended
December 31, 2002 and the nine months ended September 30, 2003,
the  Company's operations used $1,626,305 and $76,263 of cash,
respectively. The Company had a cash balance of $76,647 as of
September 30, 2003 of which $62,255 was restricted for the purpose
of paying certain long-term obligations. At September 30, 2003,
the Company had a working capital deficit of $1,346,147.

On October 1, 2003 the Company had a change in management and
issued secured convertible promissory notes in the original
principal amount of $250,000. There is still substantial doubt
about the Company's ability to continue as a going concern. In the
event the Company is unable to obtain additional financing in the
near term, management is prepared to seek bankruptcy protection
from creditors.


ETHYL CORP: Improved Fin'l Profile Spurs S&P's Positive Outlook
---------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Ethyl
Corp. to positive from stable as a result of the company's
continued debt reduction, favorable business prospects and an
improved financial profile. At the same time, Standard & Poor's
affirmed its 'B+/Positive/--' corporate credit rating and other
ratings on the company. Ethyl, based in Richmond, Virginia, is a
global manufacturer of fuel and lubricant additive products and
has about $222 million of debt outstanding.

"The outlook revision reflects Ethyl's strengthening financial
profile following continued debt reduction and an improvement in
operating results," said Standard & Poor's credit analyst Franco
DiMartino. Leverage measures have improved during the past year,
aided by good free cash generation from the company's core
operations and proceeds from the sale of assets.

The ratings reflect Ethyl Corp.'s below-average business profile
that reflects the highly competitive nature of the global
petroleum additives industry, exposure to volatile raw material
costs and the vagaries of economic cycles, offset by an improved
financial profile following the company's recent refinancing and
continued debt reduction efforts. Petroleum additives are
specialty chemicals that improve the performance of fuels,
automotive crankcase oils, transmission and hydraulic fluids,
and industrial engine oils.


FAIRFIELD NURSING CENTER: Case Summary & 20 Unsecured Creditors
---------------------------------------------------------------
Debtor: Fairfield Nursing Center, Inc.
        1454 Fairfield Loop Road
        Crownsville, Maryland 21032

Bankruptcy Case No.: 03-82468

Type of Business: Nursing home

Chapter 11 Petition Date: December 5, 2003

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

Debtor's Counsel: Jerold K. Nussbaum, Esq.
                  Law Office of Jerold K. Nussbaum
                  60 West St., Ste. 220
                  Annapolis, MD 21401
                  Tel: 410-280-5000
                  Fax: 410-269-1665

Total Assets: 2,199,170

Total Debts: 2,401,631

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Health Plus Nursing Services                          $129,589

Internal Revenue Services                              $78,848

Genesis Rehabilitation Services                        $65,696

HMIS, Inc.                                             $56,555

Alleghany Hearing & Speech                             $46,581

Capozzi & Associates                                   $46,309

Timothy McCigney                                       $42,825

Neighborcare                                           $40,540

American Express Tax & Business                        $36,991

HMIS, Inc./Medicare                                    $30,553

Rifkin, LLC                                            $30,000

Neighborcare Infusion Services                         $22,951

PrimeMedical Supply Company                            $20,412

Reinhart Food Service                                  $20,218

Krupin O'Brien                                         $20,034

Xavier Health Care Seravices                           $19,851

Falpert & Wolpoff & Company                            $19,664

Ober, Kaler, Grimes & Shriver                          $18,694

Hamilton Insurance Agency                              $18,666


FAO INC: Saks Inc. Says It is Not Candidate to Acquire FAO Inc.
---------------------------------------------------------------
Responding to rumor and speculation last week, retailer Saks
Incorporated (NYSE:SKS) confirmed that it previously notified FAO,
Inc. that it is not a candidate to acquire FAO or its assets.

Saks Incorporated operates Saks Fifth Avenue Enterprises, which
consists of 62 Saks Fifth Avenue stores and 54 Saks Off 5th
stores. The Company also operates its Saks Department Store Group
with 243 department stores under the names of Parisian,
Proffitt's, McRae's, Younkers, Herberger's, Carson Pirie Scott,
Bergner's, and Boston Store and 19 Club Libby Lu specialty stores.


FEDERAL-MOGUL: Amends CEO Charles McClure's Employment Contract
---------------------------------------------------------------
Federal-Mogul employed Charles McClure as its President and Chief
Operating Officer pursuant to a prepetition employment contract
entered into in January 2001.  The Court authorized and approved
the Debtors' assumption of the Prepetition Contract, provided
that the Prepetition Contract was modified.  The Prepetition
Contract was then amended to provide, among other things, that
Mr. McClure would transition to the office of Chief Executive
Officer on July 11, 2003.

Shortly before July 11, 2003, the Federal-Mogul Board of
Directors gave its unanimous written consent to elect Mr. McClure
as Chief Executive Officer and President of Federal-Mogul.  Thus,
under the terms of the Court-approved Prepetition Contract, and
with the Consent of the Board of Directors, Mr. McClure assumed
the position of Chief Executive Officer effective July 11, 2003.

Since the Court-approved Prepetition Contract will terminate on
January 11, 2004, Federal-Mogul and the other co-proponents of
the Joint Plan participated in negotiations with Mr. McClure and
his personal attorney regarding the terms Mr. McClure's
employment, in his new capacity as CEO.  The negotiations
resulted to a consensual arrangement extending Mr. McClure's term
thereby providing Federal-Mogul, and all of its customers,
suppliers, employees, creditors and shareholders, the benefit of
Mr. McClure's continued leadership during the final stages of the
reorganization process.

The Debtors now ask the Court to approve the Amendment, which
provides that:

A. The term of the Agreement is extended to January 11, 2006,
   which is two years beyond the current termination date;

B. Mr. McClure's base salary will be increased from $850,000 per
   annum to $1,000,000 per annum, commencing on January 1, 2004;

C. For the 2004 and 2005 fiscal years, Mr. McClure will receive a
   target annual bonus equal to his base salary as of the last
   day of employment during the fiscal year, payable at the time
   other executives generally receive an annual bonus for the
   fiscal year in accordance with the Company's policies;

D. Mr. McClure's severance payment will be a lump sum cash
   payment of $500,000, in addition to the continuation of his
   health and welfare benefits for a period ending three months
   following the expiration or earlier termination of the
   Transition Period.  Mr. McClure will be entitled to the
   severance payment and benefits if he:

   -- is terminated by Federal-Mogul without cause;

   -- terminates his own employment for good reason; or

   -- voluntarily terminates his employment in the event Federal-
      Mogul and Mr. McClure have not entered into a newly
      negotiated, long-term employment agreement appointing Mr.
      McClure as Chief Executive Officer of Federal-Mogul on or
      before the effective date of the Plan;

E. Mr. McClure may voluntarily terminate his employment with
   Federal-Mogul for any reason upon written notice to Federal-
   Mogul.  In the event Mr. McClure voluntarily terminates his
   employment agreement other than for good reason or for the
   failure to enter into a long-term contract by the effective
   date of the Plan, Federal-Mogul's obligations under the
   agreement will immediately cease, except that Mr. McClure will
   be entitled to accrued base salary through and including the
   effective date of the termination and other employee benefits
   that Mr. McClure is entitled upon termination in accordance
   with the terms of the plans and programs of Federal-Mogul;

F. The Amendment provides for transition services in the event:

   -- Mr. McClure's employment period expires;

   -- Federal-Mogul terminates Mr. McClure without cause;

   -- Mr. McClure terminates his employment for good reason; or

   -- Mr. McClure voluntarily terminates his agreement in the
      event a long-term employment agreement is not reached
      before the Plan's effective date.

   During the Transition Period which is a period of 90 days
   after the termination or expiration, Mr. McClure will make
   himself available to Federal-Mogul on a limited basis to
   provide reasonable assistance in the process of transitioning
   to a successor chief executive officer, as the successor and
   Mr. McClure reasonably deem appropriate.  In consideration of
   making himself available to provide the Transition Services,
   Mr. McClure will receive $500,000 payable in three equal
   installments; and

G. The non-competition provisions of the Employment Agreement are
   amended to provide that during Mr. McClure's employment and
   during the Transition Period, Mr. McClure will not in any
   manner, directly or indirectly, through any person, firm or
   corporation, alone or as a member of a partnership or as an
   officer, director, stockholder, investor or employee of or
   consultant to any other corporation or enterprise or
   otherwise, engage or be engaged, in any business being
   conducted or contemplated by, Federal-Mogul or any of its
   subsidiaries.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, P.C., in Wilmington, Delaware, asserts that the
Amendment reflects a consensual agreement between Federal-Mogul,
the other Plan Co-Proponents and Mr. McClure.  The Amendment
offers:

   (a) an interim solution to extend the term of Mr. McClure's
       employment; and

   (b) terms that address concerns raised by the Plan Co-
       Proponents and the realities of these Chapter 11
       proceedings.

Although the Plan Co-Proponents are evaluating who will serve in
the capacity of Chief Executive Officer of the reorganized
company, in the event Mr. McClure is selected, Mr. O'Neill
informs Judge Newsome that the reorganized company and Mr.
McClure will enter into a newly negotiated, long-term contract
following the effective date of the Plan.

If the Court approves the Amendment, Mr. McClure's total
compensation opportunity for 2004, including base salary and
bonus opportunities, will be $2,000,000 plus any payment he may
receive under the 2004 Special Management Incentive program that
is being negotiated.  To assess the competitiveness of Mr.
McClure's compensation package in his new capacity as CEO, the
Compensation Committee of the Board engaged Towers Perrin, a
global management consulting firm, to conduct a competitive pay
analysis of the chief executive officer positions at comparably
sized organizations, specifically in two markets -- auto
suppliers and durable goods manufacturers.

In the auto supplier group, Towers Perrin evaluated 12 companies
with median and average annual sales of $4,700,000,000 and
$7,700,000,000.  The durable goods manufacturers group was
comprised of 41 companies with median and average annual sales of
$2,800,000,000 and $6,300,000,000.  Towers Perrin focused
primarily on the market pay elements of base salary, target
annual bonus opportunities, and long-term incentive award
opportunities.  According to Towers Perrin, Mr. McClure's
compensation package is below the median in the two market
segments.

Mr. O'Neill asserts that it is very important for the Debtors to
retain the employment of Mr. McClure, to provide the continuity
of leadership needed to continue the Debtors' business operations
and reorganization efforts, while at the same time permitting the
Plan Co-Proponents to consider whether Mr. McClure will be
selected on a long-term basis to serve as Chief Executive Officer
of the reorganized company.  The Debtors believe that the terms
of the Amendment will provide Mr. McClure with compensation,
necessary to ensure his continued efforts to effect a successful
reorganization.  (Federal-Mogul Bankruptcy News, Issue No. 47;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FLEMING: Wants Clearance for Settlement with DiGiorgio, et al.
--------------------------------------------------------------
The Fleming Companies Debtors ask Judge Walrath to approve a
settlement with DiGiorgio Corporation, C&S Acquisition LLC, W. R.
Service V Corp., and various storeowners.

The agreement reflects the settlement of claims among the named
-- or unidentified -- parties, which includes the sale of certain
of the Debtors' accounts receivable owing from the store owners
to the Debtors, and the transfer of certain collateral to
DiGiorgio, WRS, and the Store Owners.  The Debtors intend to
transfer their interest in the accounts receivable and lease
receivable, and other collateral free and clear of liens, claims
and encumbrances.  In this regard, the Debtors ask Judge Walrath
to find that DiGiorgio, the Store Owners, and WRS are "good faith
purchasers" under the Bankruptcy Code.

Since the settlement contains confidential information, the
Debtors also seek the Court's permission to file the settlement
and related documents under seal.

                        The Controversies

One or more of the Store Owners were parties to facility standby
agreements or other grocery supply arrangements with the Debtors.
Each of the Store Owners contends that the Debtors terminated
their FSA under a written notice dated May 14, 2003.

Twenty-eight Store Owners and DiGiorgio filed one or more
objections in connection with the bankruptcy case and the sale of
the Debtors' Wholesale Distribution Business to C&S.  The
Objections were conditionally withdrawn to facilitate these
settlements.

The Store Owners also asserted timely claims against the Debtors
totaling in excess of $50,000,000 under the FSAs and related
agreements.  The Store Owners believe that their claims may be
offset against the Accounts Receivable the Debtors are selling
under the Settlement Agreement.

The Debtors, as sublessor, and one or more of the Store Owners,
as sublessee, are parties to one or more subleases for retail
stores, which were created under one or more leases between a
Debtor, as tenant, and a third party landlord.

As part of its acquisition of the Royal Dairy business from Louis
Israelow and Julius Fishman, Fleming entered into a certain lease
agreement dated as of October 1, 1975, with Louis Israelow and
Julius Fishman, Partners, doing business as Blair Road Realty,
for the real property located at 215 and 191 Blair Road in
Woodbridge, New Jersey.

On June 20, 1994, as part of the sale to DiGiorgio of Fleming's
Royal Dairy business, Fleming and DiGiorgio entered into a
sublease for the Premises such that the term of the DiGiorgio
Sublease is co-terminus with the Blair Road Lease, and the rent
and additional charges under the DiGiorgio Sublease are the same
as the rent and additional charges that Fleming pays under the
Blair Road Lease.

                    The District Court Action

DiGiorgio commenced an action before the United States District
Court, District of New Jersey, against Fleming seeking to enforce
Fleming's commitment to abide by the terms of a certain non-
compete agreement.  DiGiorgio alleges that it is entitled to
receive unpaid damages in excess of $1,100,000 under the non-
compete agreement.  Fleming filed a counterclaim.  The District
Court Action remains pending and Fleming has filed an appeal to
the U.S. Court of Appeals for the Third Circuit from an order
entered in the District Court Action on the Petition Date.

                       The A/R Being Sold

Fleming, DiGiorgio and the Store Owners have agreed on the
accounts receivable owing from the Store Owners to the Debtors,
excluding Lease obligations, for the purposes of the Settlement.
If the Settlement is not approved, the Store Owners retain all of
their defenses and offsets relating to the A/R.

The Debtors and the Store Owners, through DiGiorgio, acknowledge
that additional funds are due to the Debtors as payment for the
accounts receivable derived from the Subleases between the
Debtors and the Store Owners, which include taxes and common-area
maintenance charges.  The lease account receivable, together with
the non-lease account receivable, is the A/R to be sold.

Some of the Store Owners have disputed certain of the charges
under the lease receivable.  DiGiorgio and the Debtors continue
to review the few items remaining in dispute.

                            The Notes

As a result of the Wholesale Business Sale, C&S Acquisition holds
certain forgiveness notes due and owing from one or more of the
Store Owners.  C&S also holds certain promissory notes due and
owing from one or more of the Store Owners.

                         The Settlement

The Settlement Agreement represents a global settlement of the
claims each Party holds against each of the other Parties.  The
primary terms of the Settlement Agreement affecting Fleming, to
the extent the Debtors are willing to disclose them, are:

       (a) DiGiorgio will pay or cause to be paid to the Debtors
           certain sums, as provided in the Settlement Agreement,
           in exchange for the sale of the A/R to DiGiorgio.

       (b) The Debtors will to assign to DiGiorgio or its
           designee, free and clear of all liens, claims,
           encumbrances and rights of offset as provided under
           Section 363(f) of the Bankruptcy Code, all of their
           interests in the property sold under the Settlement
           Agreement and in all collateral and guarantees -- from
           each Store Owner relating to the Promissory Notes,
           Forgiveness Notes, A/R or Subleases, including any
           Collateral in personal property, if any -- and
           leasehold interests -- to the extent a direct lease is
           not formed between any Store Owner and the Landlord --
           relating to any payment obligations of the Store
           Owners, and from any and all security agreements,
           liens and encumbrances placed on the assets of the
           Store Owners by any agreement between Debtors and the
           Store Owners.

       (c) To the extent the FSAs may be in effect, the Store
           Owners consent to the termination or rejection of the
           FSAs.  All other cure amounts the Store Owners claimed
           in connection with the FSAs are released and waived
           and will be withdrawn in the Bankruptcy Case on the
           Closing.

       (d) In connection with the termination of the FSAs, the
           Store Owners and the Debtors waive any claim for
           damages flowing from the termination of the FSAs or
           any other damages arising from or relating to the
           FSAs, with the waivers being effective on consummation
           of the Closing.  The waivers expressly exclude any
           claims held by the Debtors against the Store Owners
           relating to obligations under the Subleases or the
           A/R.

       (e) Each of the Debtors fully and unconditionally releases
           and discharges the Store Owners and DiGiorgio from all
           claims or causes of action, on or before the date of
           the Settlement Agreement, except with respect to:

              (i) the Store Owners' obligations relating to:

                  (x) the Leases and Subleases;

                  (y) payment of the Sublease Expenses and the
                      Make-Whole Payment, if any; or

                  (z) any acts, amounts owing, or breaches of the
                      agreements relating to the A/R or the
                      Subleases; and

             (ii) DiGiorgio's obligations with respect to the
                  Consolidated Warehousing Agreement.

       (f) Each of the Store Owners and DiGiorgio fully and
           unconditionally releases and discharges each of the
           Debtors from all claims or causes of action, on or
           before the Settlement Date.

       (g) DiGiorgio will provide notice to the Debtors in
           writing of its instructions with respect to each Lease
           -- related to a particular Sublease, if any, and that
           Sublease -- included in the Settlement Agreement.
           Within 10 days after that notice, the Debtors will
           file a request, on full notice, to reject, or to
           assume and assign each Lease -- related to a
           particular Sublease, if any, and that Sublease -- in
           accordance with the Settlement Agreement and
           DiGiorgio's written notice.  The hearing on the
           request may occur at any time after the Court approves
           the Settlement Agreement.  If the Court denies the
           assumption and assignment of any Lease, the Debtors
           will reject that Lease.

       (h) To the extent any Lease is assumed and assigned under
           the Settlement Agreement, the affected Store Owner
           consents, as part of the Settlement Agreement, to
           the assumption and assignment of the associated
           Sublease to the affected Store Owner.  The Debtors
           will promptly to seek Court approval of the assumption
           and assignment of the associated Sublease to the
           affected Store Owner, which assumption and assignment
           will be effective as of the date the corresponding
           Lease is assumed and assigned.  If the Court denies
           the assignment and assumption of the Lease to any
           particular Store Owner, DiGiorgio reserves the right
           to ask the Court to assign the Lease to itself or its
           designee.  To the extent any Lease is rejected under
           the Settlement Agreement, the affected Store Owner
           consents to the rejection of the associated Sublease,
           and the affected Store Owner waives any claim for
           damages flowing from the rejection of the Sublease.

       (i) The Debtors will promptly and diligently prosecute a
           request to assume and assign the Blair Road Lease to
           DiGiorgio.  Before the Debtors bring that request,
           DiGiorgio must be current on all monetary obligations
           due to the Debtors under the DiGiorgio Sublease.
           DiGiorgio will promptly reimburse the Debtors for all
           actual fees and costs incurred in connection with the
           assumption and assignment of the Blair Road Lease.  If
           the Court denies the assumption and assignment of the
           Blair Road Lease to DiGiorgio, the Debtors will reject
           the Blair Road Lease and the DiGiorgio Sublease, and
           DiGiorgio will waive any claim for damages from the
           rejection of the Blair Road Lease or the DiGiorgio
           Sublease.  Court approval of the assumption and
           assignment or rejection of any Lease, including the
           Blair Road Lease, and the DiGiorgio Sublease, is not a
           condition precedent to the mutual releases in the
           Settlement Agreement.

       (j) Upon the later of the closing of the Settlement
           Agreement and the Debtors' filing of the Blair Road
           Lease Motion, DiGiorgio and Fleming will each
           discontinue and dismiss the District Court Action with
           prejudice and without costs.  At that same time,
           Fleming will discontinue and dismiss its appeal of
           Judge Cavanaugh's order dated April 1, 2003, entered
           in the District Court Action.

       (k) Court approval of any rejection, or assumption and
           assignment of any Lease or Sublease, including the
           Blair Road Lease and DiGiorgio Sublease, is not a
           condition to the payment of the Settlement Amount by
           DiGiorgio to the Debtors.

                 Debtors' Best Business Judgment

The Debtors believe that entering into the Settlement Agreement
is warranted.  In return for selling the A/R, transferring their
interests in the Collateral, and agreeing to attempt to assume
and assign certain Leases without having to pay any prepetition
cure costs, the Debtors avoid significant litigation costs,
receive cash as provided in the Settlement Agreement, eliminate
more than $50,000,000 in claims, remove any and all cure claims
and Objections by the Store Owners, and dismiss the District
Court Action.

The Debtors admit that they are uncertain of prevailing in the
claims litigation regarding the Store Owners' $50,000,000 in
claims.  The Debtors also have no assurance that the District
Court would find that they did not violate the relevant
restrictive covenant and must pay over $1,100,000 owing under a
prior settlement agreement.

The Settlement Agreement enables the Debtors to eliminate these
litigation risks.  The Debtors also avoid the substantial
litigation expenses.

The Debtors assert that the sale of the A/R and other Collateral
is warranted.  The sale of the A/R and transfer of the Collateral
as part of a global settlement that releases all claims of
DiGiorgio and the Store Owners against the Debtors represent
sound business purposes.  The A/R and the Collateral are not
essential to their reorganization.  Given the substantial
benefits of the settlement to them, the Debtors believe the
consideration under the Settlement represents at least the market
value of the A/R and the Collateral. (Fleming Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FPL ENERGY: S&P Assigns BB- Rating to $125 Million Senior Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
FPL Energy Wind Funding LLC's $125 million senior secured
amortizing bonds due 2017. The bonds will be issued pursuant to
Rule 144A of the Securities Act of 1933 and Regulation S. The
rating is subject to receipt of satisfactory documentation and
legal opinions. The outlook is stable.

Wind Funding will repay debt from distributions from FPL Energy
American Wind LLC (American Wind; BBB-/Stable), a portfolio of
seven U.S. wind projects that earn revenues from long-term offtake
contracts with utilities and from the monetized value of federal
renewable energy production tax credits (see related press
release). The seven underlying projects are High Winds
(California; 36% of 20-year cash flow), New Mexico (27%),
Southwest Mesa (Texas; 7%), Hancock (Iowa; 11%), Cerro Gordo
(Iowa; 5%), Montfort (Wisconsin; 4%), and Lake Benton II
(Minnesota: 11%).

The 'BB-' rating reflects the following risks:

     -- Cash flow to Wind Funding relies on distributions from
        American Wind that could be restricted. Restrictions
        include a debt service coverage ratio test of 1.3x
        looking back and forward one year, funding of all
        reserves, and no events of default. American Wind reserves
        include a one-year debt service reserve, a major
        maintenance reserve that starts at $1 million, and a $15
        million operations and maintenance reserve.

     -- Cash flow at American Wind could fall below pro forma
        forecasts for several reasons including, among other
        things, variability in the wind, the use of technology
        with limited commercial history at High Winds, lack
        of sufficient credit backing for High Wind's offtake
        obligations, and the potential for serial failures in wind
        turbines in newer turbine technologies.

     -- Consolidated DSCRs are low at 1.14x minimum and 1.32x
        average for Wind Funding and American Wind under the case
        with a P90 (one-year) production forecast.

     -- The lenders' security package does not include the
        underlying project assets at American Wind.

The above weaknesses are offset at the 'BB-' rating level by the
following strengths:

     -- Scenario analysis suggests that the wind resource
        variability itself is not likely to prevent distributions
        from American Wind to Wind Funding. Under a P99 (one-year)
        probability confidence level for each year of the
        debt tenor, American Wind would produce a minimum 1.37x
        DSCR.

     -- Cash flows forecasts at American Wind are supported by a
        large diversity of wind turbine technologies, independent
        wind regimes, and offtakers; strong availability
        performance at all projects; independent certification of
        new technology used at High Winds; offtake contracts that
        are supported by good pricing and state regulations on
        renewable energy; strong operations and maintenance by FPL
        Energy; reserves to overcome large-scale turbine failures.

     -- There is a 12-month debt service reserve at Wind Funding.
        Wind Funding is wholly owned by FPL Energy Wind Funding
        Holdings LLC. Wind Funding wholly owns FPL Energy Wind
        Financing LLC through class A shares (49% voting rights
        and 66.67% economic rights) and class B shares (51% voting
        rights and 33.33% economic rights). Wind Financing wholly
        owns FPL Energy American Wind Holdings LLC, which wholly
        owns American Wind. American Wind Holdings is bankruptcy
        remote from Wind Financing, and Wind Funding Holdings is
        bankruptcy remote from FPL Energy.

The American Wind bond indenture includes a change of control
provision that allows lenders to redeem American Wind bonds if FPL
Group Inc. does not own at least 51% of the voting interests and
33.33% of the economic interests in American Wind. The class A and
B ownership at Wind Funding prevents the change of control put at
American Wind due to all but "fundamental" events of default at
Wind Funding.

Class A holders can exercise their rights under the standard
events of default at Wind Funding. Class B holders can exercise
their rights only under fundamental events of default, and thus
only in more limited circumstances would a change of control occur
at American Wind. These events include a revocation or
modification of the provisions that provide project distributions
to Wind Funding; a transfer of any voting or economic interests
that violates the Wind Funding financing documents; and,
bankruptcy or insolvency of American Wind, Wind Funding, or Wind
Financing.

A similar structure has been introduced over the existing New
Mexico project and holding company to obtain the same results as
those described above for Wind Funding.

The 12-month debt service reserve can be funded with cash, an LOC
from an 'A+' rated entity, or an FPL Group Capital Inc. guarantee.
The project is not required to repay LOC draws or payments made
under the guarantee. Wind Funding distributions are allowed if the
Wind Funding DSCR is 1.2x looking back and forward 12 months. The
lenders' security package includes a first-priority pledge of Wind
Funding accounts, and direct ownership interests in Wind Funding,
Wind Financing, and the newly created New Mexico entities.

The stable outlook for Wind Funding is the same as the outlook for
American Wind and the Wind Funding ratings will likely rise and
fall with the American Wind's ratings.


GAP INC: November 2003 Sales Results Show Marked Improvement
------------------------------------------------------------
Gap Inc. (NYSE: GPS) reported net sales of $1.4 billion for the
four-week period ended November 29, 2003, which represents a 7
percent increase compared with net sales of $1.3 billion for the
same period ended November 30, 2002.

The company's comparable store sales for November 2003 increased 6
percent, compared with a 9 percent increase in November 2002.

Comparable store sales by division for November 2003 were as
follows:

    -- Gap U.S.:  positive 5 percent versus positive 6 percent
       last year

    -- Gap International:  flat versus positive 4 percent last
       year

    -- Banana Republic:  positive 14 percent versus positive 3
       percent last year

    -- Old Navy:  positive 7 percent versus positive 15 percent
       last year

"Customers responded well to holiday product and we're pleased
with November's performance," said Sabrina Simmons, Senior Vice
President, Treasury and Investor Relations. "In particular, Banana
Republic posted strong double-digit growth, driven by elevated
holiday merchandise and increased customer traffic."

Year-to-date net sales of $12.4 billion for the 43 weeks ended
November 29, 2003, represent an increase of 11 percent over net
sales of $11.1 billion for the same period ended November 30,
2002. The company's year-to-date comparable store sales increased
9 percent compared with a decrease of 6 percent in the prior year.

As of November 29, 2003, Gap Inc. operated 4,208 store concepts
compared with 4,294 store concepts last year. The number of stores
by location totaled 3,070 compared with 3,155 stores by location
last year.

Gap Inc. will announce December sales on January 8, 2004.

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


GARTNER: Will Slash 200 Jobs in Effort to Streamline Operations
---------------------------------------------------------------
Gartner, Inc. (NYSE: IT and ITB), the world's leading technology
research and advisory firm, announced that in an effort to
streamline operations, to strengthen key consulting practices, and
to align its organizational structure to client segments, the
Company will eliminate approximately 200 jobs or 5% of its global
workforce. Gartner currently employs approximately 3,800 people
worldwide.

Gartner expects to record a charge of approximately $28 million-
$32 million related to the elimination of the positions. A portion
of the charge will be recognized in the fourth quarter ending
December 31, 2003, with the balance to be recognized in the first
quarter ending March 31, 2004 as employees depart. Other than the
charge, the Company does not expect these actions to have an
effect on fourth quarter 2003 results.

Gartner, Inc. -- whose September 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $15 million -- is a
research and advisory firm that helps more than 10,000 clients
leverage technology to achieve business success. Gartner's
businesses are Research, Consulting, Measurement, Events and
Executive Programs. Founded in 1979, Gartner is headquartered in
Stamford, Conn., and has more than 3,800 associates, including
approximately 1,000 research analysts and consultants, in more
than 75 locations worldwide. Revenue for calendar year 2002
totaled $888 million. For more information, visit
http://www.gartner.com


GENERAL NUTRITION: Completes Sale of Assets to Apollo Management
----------------------------------------------------------------
General Nutrition Companies, Inc. announced that Apollo
Management, L.P. has successfully completed its previously
announced acquisition of GNC from Royal Numico N.V.

"This is a great day for GNC," said Lou Mancini, GNC's president
and chief executive officer. "We believe that the Apollo
acquisition will benefit the entire company, from our
manufacturing, distribution and retail operations to our employees
and franchise operators. Apollo made this investment because it
sees tremendous value in the power of the GNC brand. We look
forward to working closely with Apollo and leveraging their
expertise in retailing as we take the company to the next level."

General Nutrition Companies, Inc. (S&P, B+ Corporate Credit
Rating, Stable Outlook), based in Pittsburgh, PA, is the largest
global specialty retailer of nutritional supplements, which
include sports nutrition products, diet products, VMHS (vitamin,
mineral and herbal supplements) and specialty supplements. GNC
operates more than 5,000 retail locations throughout the United
States, including over 1,300 domestic franchise locations, and
locations in over 30 foreign markets including Canada and Mexico.

Apollo Management, L.P., founded in 1990, is among the most active
and successful private investment firms in the U.S. in terms of
both number of investment transactions completed and aggregate
dollars invested. Since its inception, Apollo has managed the
investment of an aggregate of approximately $13 billion in equity
capital in a wide variety of industries, both domestically and
internationally.


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

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

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

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

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

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

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

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

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

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

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

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

          Partners            $400 - $425 per hour
          Of Counsel          $375 per hour
          Associates          $175 - $325 per hour
          Legal Assistants    $100 - $160 per hour

Headquartered in Georgetown, South Carolina, Georgetown Steel
Company, LLC manufactures high-carbon steel wire rod products
using the Direct Reduced Iron (DRI) process.  The Company filed
for chapter 11 protection on October 21, 2003 (Bankr. S.C. Case
No. 03-13156).  Michael M. Beal, Esq., at McNair Law Firm P.A.,
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
estimated debts and assets of over $50 million each.


HALSEY PHARMA.: Obtains Interim Funding from Debentureholders
-------------------------------------------------------------
Halsey Pharmaceuticals (OTC.BB-HDGC) has secured interim funding
from certain existing debentureholders which the company believes
will be sufficient to fund operations through the remainder of
December, 2003.

The Company is continuing to meet with its existing
debentureholders and is seeking to identify unaffiliated third
parties to obtain long-term financing. The Company estimates the
need for approximately $13.5 million to complete the previously
announced restructuring and to fund operations through 2004. In
the absence of additional funding by the Company's
debentureholders or an alternative third party investment, of
which no assurance can be given, the Company would be required to
further scale back or terminate operations, and/or seek protection
under applicable bankruptcy laws.

Separately, the Company announced that it has filed a patent
application with the US Patent and Trademark Office related to
certain proprietary technology intended to deter abuse of orally
administered opioid analgesic products. Subject to receipt of
long-term funding, the Company intends to continue development of
this technology utilizing both internal and external resources.

Halsey Pharmaceuticals, together with its subsidiaries, is an
emerging pharmaceutical company specializing in proprietary active
pharmaceutical ingredient and finished dosage form development.

For more information on the company, visit its Web site at
http://www.halseydrug.com

At September 30, 2003, Halsey's balance sheet shows a total
shareholders' equity deficit of about $39 million.


HOLIDAY RV: Appoints Delaware Claims as Court Noticing Agent
------------------------------------------------------------
Holiday RV Superstores, Inc., wants to appoint Delaware Claims
Agency, LLC as Claims, Noticing and Balloting Agent for the Clerk
of the Bankruptcy Court.

The Debtor reports more than 200 potential creditors and other
parties in interest which may impose heavy administrative and
other burdens upon the Court and the Clerk.

Consequently, Delaware Claims will be responsible for:

     a) preparation and service of all notices required in this
        case;

     b) maintaining all proofs of claim filed in this case;

     c) maintaining an official claims register for the Debtor;

     d) maintaining an up-to-date mailing list for all entities
        that have filed proofs of claim and or requested service
        of pleadings in this case; and

     e) provision of assistance with the reconciliation and
        resolution of claims; and

     f) mailing and tabulation of ballots for purposes of voting
        in this case.

Joseph L. King, Director of Case Administration reports that
Delaware Claims' professionals hourly rates are:

          Senior Consultants            $130 per hour
          Technical Consultants         $155 per hour
          Associate Consultants         $100 per hour
          Processors and Coordinators   $50 per hour

Headquartered in Ft. Lauderdale, Florida, Holiday RV Superstores,
Inc., owns real property which is leased to an RV dealership. The
Company filed for chapter 11 protection on October 20, 2003
(Bankr. Del. Case No. 03-13221). Mark J. Packel, Esq., at Blank
Rome LLP represent the Debtor in its restructuring efforts. When
the Company filed for protection from its creditors, it listed
$3,221,137 in total assets and $15,368,975 in total debts.


HOUSTON EXPLORATION: Launches Exchange Offer for 7% Sr Sub Notes
----------------------------------------------------------------
The Houston Exploration Company (NYSE: THX) commenced an exchange
offer for its 7% Senior Subordinated Notes due 2013 that have been
registered under the Securities Act of 1933 for any and all
outstanding 7% Senior Subordinated Notes due 2013 that were issued
on June 10, 2003, in a private offering.

At the time of the issuance of the notes in June Houston
Exploration agreed to offer to exchange the outstanding notes for
registered exchange notes.  This exchange offer satisfies that
requirement.

The form and terms of the exchange notes are substantially the
same as the form and terms of the outstanding notes issued on
June 10, 2003.  The primary difference is that the exchange notes
have been registered under the Securities Act of 1933 and
therefore will not bear legends restricting their transfer.  The
exchange notes evidence the same debt as the outstanding notes
they replace and will be issued under and entitled to the benefits
of the indenture that governs the outstanding notes.

The exchange offer will expire at 5:00 p.m. Eastern Standard Time
on January 7, 2004, unless extended by Houston Exploration in its
sole discretion.  A prospectus dated December 5, 2003, relating to
the exchange offer and setting forth the terms of the registered
exchange notes is being mailed to record holders of the
outstanding notes.

The Exchange Agent for the offer is The Bank of New York,
Corporate Trust Operations - Reorganization Unit, 101 Barclay
Street - 7 East, New York, NY 10286.  Eligible institutions may
make requests by facsimile at 212-298-1915.

The Houston Exploration Company (S&P, BB Long-Term Corporate
Credit Rating, Stable) is an independent natural gas and oil
company engaged in the development, exploitation, exploration and
acquisition of natural gas and crude oil properties.  The
company's operations are focused in South Texas, the shallow
waters of the Gulf of Mexico and the Arkoma Basin with additional
production in East Texas, South Louisiana and West Virginia. For
more information, visit the company's Web site at
http://www.houstonexploration.com


HOVNANIAN ENTERPRISES: Reports Prelim. Net Contracts for Nov.
-------------------------------------------------------------
Hovnanian Enterprises, Inc. (NYSE: HOV), a leading national
homebuilder, announced preliminary net contracts for the month of
November 2003.

The following table summarizes net contracts, by region, for the
month of November 2003:

            November        % Change       November       % Change
                2003            From           2003           From
       Net Contracts   November 2002  Net Contracts  November 2002
                                             ($ in millions)
       -------------   -------------  -------------  -------------
Northeast     260          130.1%          $87.5         139.3%
(NJ, NY, PA, OH)

Southeast     342           56.9%           94.6          76.5%
(MD, NC, SC, VA, WV)

Southwest     239          157.0%           42.0         143.1%
(AZ, TX)

West          284           -5.0%           88.8           7.9%
(CA)

Total:      1,125           55.2%         $312.9          64.6%

The number of active selling communities company-wide on
November 30, 2003 increased to 280 communities from 200
communities at the end of November 2002. The number of net
contracts in the Northeast in November 2003 includes the effect of
the Summit Homes acquisition, which closed in April 2003. The
number of net contracts in the Southwest in November 2003 includes
the effect of the Brighton Homes and Great Western Homes'
acquisitions, which closed in December 2002, and August 2003,
respectively. The number of net contracts in the Southeast in
November 2003 includes the effect of the Windward Homes
acquisition, which closed in November 2003. The decline in net
contracts in the West in November 2003 compared with November 2002
was due primarily to a change in the mix of communities and a
decline in the number of active selling communities in that
region.  The Company is opening a significant number of new
communities in the West over the next several months and expects
to report an increase in contracts in that region in fiscal 2004
when compared with fiscal 2003.

Hovnanian Enterprises, Inc. (S&P, BB Corporate Credit Rating,
Stable) founded in 1959 by Kevork S. Hovnanian, Chairman, is
headquartered in Red Bank, New Jersey.  The Company is one of the
nation's largest homebuilders with operations in Arizona,
California, Florida, Maryland, New Jersey, New York, Michigan,
North Carolina, Ohio, Pennsylvania, South Carolina, Texas,
Virginia and West Virginia.  The Company's homes are marketed and
sold under the trade names K. Hovnanian, Washington Homes, Goodman
Homes, Matzel & Mumford, Diamond Homes, Westminster Homes, Fortis
Homes, Forecast Homes, Parkside Homes, Brighton Homes, Parkwood
Builders, Summit Homes, Great Western Homes and Windward Homes.
As the developer of K. Hovnanian's Four Seasons communities, the
Company is also one of the nation's largest builders of active
adult homes.

Additional information on Hovnanian Enterprises, Inc., including a
summary investment profile and the Company's 2002 annual report,
can be accessed through the Investors page of the Hovnanian Web
site at http://www.khov.com/


IMC GLOBAL: Board of Directors Declares Preferred Share Dividend
----------------------------------------------------------------
The Board of Directors of IMC Global Inc. (NYSE: IGL) declared a
cash dividend of $0.9375 per share on the Company's 7.50%
mandatory convertible preferred stock (NYSE: IGL.M) for the period
October 1 through December 31, 2003.

The dividend is payable on January 2, 2004 to mandatory
convertible preferred stockholders of record at the close of
business on December 15, 2003.

The IMC Global Board of Directors also did not declare a dividend
on the Company's common stock for the quarter ending December 31,
2003.  The most recent quarterly common stock dividend rate had
been 2 cents per share.

"The Board's decision regarding a common stock dividend reinforces
our priority to sharply focus the Company's efforts on cash flow
enhancement and balance sheet improvement," said Douglas A. Pertz,
Chairman and Chief Executive Officer of IMC Global.

"This action also is consistent with the strong cost savings and
capital spending containment programs we have been implementing to
ensure maximum financial flexibility and position IMC Global for
significant upside leverage to improvements in global phosphate
fertilizer market fundamentals," Pertz added.  "As we see
sustained expansion in phosphate profit margins, along with major
improvement in our balance sheet, we will assess the timing and
feasibility of reinstating a common stock dividend to accelerate
shareholder returns."

With 2002 revenues of $2.1 billion, IMC Global (S&P, B+ Corporate
Credit Rating, Stable) is the world's largest producer and
marketer of concentrated phosphates and potash crop nutrients for
the agricultural industry and a leading global provider of feed
ingredients for the animal nutrition industry.  For more
information, visit IMC Global's Web site at
http://www.imcglobal.com


IMPERIAL PLASTECH: Unsec. Creditors Approve Restructuring Plan
--------------------------------------------------------------
Imperial PlasTech Inc. (TSX: IPQ) announced that its plan of
compromise and arrangement was approved by affected unsecured
creditors at a meeting held this afternoon to consider and vote
upon the Plan filed by Imperial PlasTech on November 18, 2003.

The Plan was approved by 94% of these affected creditors in number
that voted, representing 90% of the total value of affected claims
that were voted at the meeting.

As previously reported, subject to certain conditions precedent
being satisfied, the Plan provides that each holder of a proven
unsecured claim will receive its pro rata share of $1,400,000. The
Company believes that the Plan will produce the best possible
results for the competing interests involved.

"We greatly appreciate the overwhelming endorsement of our
restructuring plan shown by our creditors," said Peter Perley, the
Company's Chief Restructuring Officer and Chief Executive Officer.
"I would like to acknowledge the hard work and support of our
management team, employees, customers and suppliers during the
restructuring period. We believe the implementation of the Plan is
in the best interests of our affected creditors and other
stakeholders."

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

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


INSIGHT MIDWEST: Will Close 10-1/2% Senior Debt Offering Today
--------------------------------------------------------------
Insight Midwest, L.P. and Insight Capital, Inc. announced an
agreement to sell $130 million of 10.5% senior notes due 2010. The
notes are being issued at a premium of 108.75% of par.

The net proceeds of the offering, which is expected to close
today, will be used to repay a portion of the outstanding debt
under a subsidiary's credit facility.

The offering is a private placement under Rule 144A of the
Securities Act of 1933 and is being made only to qualified
institutional buyers and to certain persons in offshore
transactions in reliance on Regulation S. The securities have not
been registered under the Securities Act and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements.

Insight Midwest (S&P, BB Corporate Credit Rating, Negative) is a
subsidiary of Insight Communications Company, Inc (NASDAQ: ICCI)
(S&P, B- Corporate Credit Rating, Negative).


INTERWAVE COMMS: Gibian & Wang Re-Elected to Board of Directors
---------------------------------------------------------------
interWAVE(R) Communications (Nasdaq: IWAV), a Silicon Valley
pioneer in compact wireless communications systems, announced the
results of voting at its annual general meeting of shareholders
held Friday.

Mr. Thomas R. Gibian and Dr. Andrew C. Wang, the board of
directors' and management's nominees for election as directors at
the annual general meeting, were re-elected as directors.  The
appointment of KPMG LLP as interWAVE's independent auditors for
the fiscal year ending June 30, 2004 was ratified by the
shareholders.  The election of Mr. Gibian and Dr. Wang and the
ratification of the appointment of KPMG LLP each received a
majority of the votes cast at the meeting.  The votes cast in
favor of these matters also represented a majority of the
outstanding shares of interWAVE's Common Stock as of the record
date.

"We are extremely pleased that our shareholders re-elected two
active members of our board and its audit committee.  Both Tom
Gibian and Andy Wang work closely with the other members of the
board and audit committee and our executive management team,"
commented William E. Gibson, Chairman of the Board of interWAVE.
Mr. Gibson continued, "We look forward to their continued
contribution and guidance as we drive toward profitability."

interWAVE Communications International, Ltd. (Nasdaq: IWAV) is a
global provider of compact network solutions and services that
offer the most innovative, cost effective and scaleable network
architectures allowing operators to "reach the unreached."
interWAVE's solutions provide economical, distributed networks
that minimize capital expenditure while accelerating customers'
revenue generation.  These solutions feature a product suite for
the rapid and simple deployment of end-to-end compact cellular
systems and broadband wireless data networks.  interWAVE's highly
portable mobile, cellular networks and broadband wireless
solutions provide vital and reliable wireless communications
capabilities for customers in over 50 countries. interWAVE's U.S.
subsidiary is headquartered at 2495 Leghorn Street, Mountain
View, California, and can be contacted at http://www.iwv.com

                          *    *    *

                Liquidity and Capital Resources

In its Form 10-K filed with the Securities and Exchange Commission
on September 30, 2002, interWAVE stated:

"Net cash used in operating activities in 2002, 2001 and 2000
was primarily a result of net operating losses. Net cash used in
operating activities for 2002 was primarily attributable to net
loss from operations, decreases in accounts payable and accrued
expenses and other liabilities, offset by non-cash depreciation
and amortization and losses on asset impairments and sales, as
well as decreases in inventory and trade receivables and
increases in deferred revenue. For 2001, net cash used in
operating activities was primarily attributable to net loss from
operations, increases in inventory and decreases in accounts
payable, offset by non-cash depreciation and amortization and
losses on asset impairments and sales, as well as decreases in
trade receivables and increases in accrued expenses and other
current liabilities and deferred revenue. For 2000, net cash
used in operating activities were primarily attributable to net
loss from operations and increases in trade receivables, offset
by increases in accounts payable.

"Investing Activities. For 2002, the primary source of cash in
investing activities was the sale of short-term investments. For
2001, our investing activities consisted primarily of the sale
of short-term investments offset by cash used in acquisitions
for $18.5 million. Other uses of cash in investing activities
consisted of purchases of $8.2 million in capital equipment and
intangible assets. We expect that capital expenditures will
decrease due to our continued cost-cutting efforts and
conservation of cash resources. For 2000, the primary use of
cash in investing activities were the purchases of short-term
investments and capital equipment.

"Financing Activities. During 2002, we raised $2.5 million from
the sale of shares and the exercise of warrants, options and
ESPPs. In 2001, the primary use of cash in financing activities
were principal payments on notes payable net of receipts on our
issuance of notes receivable to several of our customers. In
January 2000, we completed our initial public offering, which
raised $116.3 million net of costs.

"Commitments. We lease all of our facilities under operating
leases that expire at various dates through 2006. As of June 30,
2002, we had $7.1 million in future operating lease commitments.
In August 2002, we signed a new lease for 2,300 square feet of
facility with Hong Kong Technology Centre. We moved into the new
office at the end of August 2002. The new lease expires in
August 2004. In the future we expect to continue to finance the
acquisition of computer and network equipment through additional
equipment financing arrangements.

"As of June 30, 2002, we have two capital leases with GE
Capital. Aggregate future lease payments are $0.5 million, $0.5
million and $0.3 million for fiscal years 2003, 2004 and 2005,
respectively.

"Summary of Liquidity. There can be no assurances as to whether
our existing cash and cash equivalents plus short-term
investments will be sufficient to meet our liquidity
requirements. We have had recurring net losses, including net
losses of $64.3 million, $94.1 million and $28.4 million for the
years ended June 30, 2002, 2001 and 2000, respectively, and we
have used cash in operations of $28.8 million, $49.4 million,
and $21.8 million for the years ended June 30, 2002, 2001 and
2000, respectively. Management is currently forming and
attempting to execute plans to address these matters. These
plans include achieving revenues and margins that will sustain
levels of spending, reducing levels of spending, raising
additional amounts of cash through the issuance of debt, equity
or through other means such as customer prepayments. If
additional funds are raised through the issuance of preferred
equity or debt securities, these securities could have rights,
preferences and privileges senior to holders of common stock,
and the terms of any debt could impose restrictions on our
operations. The sale of additional equity or convertible debt
securities could result in additional dilution to our
stockholders, and we may not be able to obtain additional
financing on acceptable terms, if at all. If we are unable to
successfully execute such plans, we may be required to reduce
the scope of our planned operations, which could harm our
business, or we may even need to cease operations. In this
regard, our independent auditor's report contains a paragraph
expressing substantial doubt regarding our ability to continue
as a going concern. We cannot assure you that we will be
successful in the execution of our plans."


J.C. PENNEY: Hires CSFB to Explore Eckerd Operations Alternatives
-----------------------------------------------------------------
As previously announced, J. C. Penney Company, Inc. (NYSE:JCP) is
evaluating strategic alternatives regarding its Eckerd operations,
including retention, merger, spin-off or sale, and that Credit
Suisse First Boston has been retained. The Company confirmed that
the process is at an early stage and includes preliminary
discussions with a number of third parties that have expressed
interest.

J. C. Penney Corporation, Inc. (Fitch, BB+ Secured Bank Facility,
BB Senior Unsecured Debt, B+ Convertible Subordinated Debt and B
Commercial Paper Ratings, Negative), the wholly-owned operating
subsidiary of the Company, is one of America's largest department
store, drugstore, catalog, and e-commerce retailers, employing
approximately 230,000 associates. As of July 26, 2003, it operated
1,040 JCPenney department stores throughout the United States,
Puerto Rico, and Mexico, and 56 Renner department stores in
Brazil. Eckerd Corporation operated 2,710 drugstores throughout
the Southeast, Sunbelt, and Northeast regions of the U.S. JCPenney
Catalog, including e-commerce, is the nation's largest catalog
merchant of general merchandise. J. C. Penney Corporation, Inc. is
a contributor to JCPenney Afterschool Fund, a charitable
organization committed to providing children with high quality
after school programs to help them reach their full potential.


KAISER ALUMINUM: Spokane Asset Sale Hearing Set for December 15
---------------------------------------------------------------
U.S. Bankruptcy Court Judge Fitzgerald approves Kaiser Aluminum's
proposed sale of Parcel 4 of land (located in Spokane, Washington)
free and clear of liens, claims, encumbrances and other interests,
to Jack E. Hessel Trust pursuant to the Sale Agreement.

In a separate order, Judge Fitzgerald authorizes the Debtors to
sell Parcels 3 and 6B in accordance with the bidding procedures
proposed by the Creditors Committee.  If at least two qualified
bids are received for Parcels 3 and 6B, an auction will be
conducted at 9:00 a.m. Pacific Time, on Thursday, December 11,
2003 at 2111 E. Hawthorne Road in Mead, Washington.  At the
Auction, the Debtors will determine, in consultation with the
Creditors Committee, the Official Committee of Asbestos Claimants
and Martin J. Murphy, the legal representative of future asbestos
claimants, the highest and best offer for Parcels 3 and 6B.

In the event of an auction, if Secure Self Storage, LLC -- the
proposed purchaser for Parcels 3 and 6B -- is not the successful
bidder, it will be entitled to receive reimbursement of the
lesser of:

   (a) its reasonable out-of-pocket expenses incurred in
       connection with the purchase of Parcels 3 and 6B; or

   (b) 3% of the purchase price as break-up fee.

Judge Fitzgerald will hold the Sale Hearing on December 15, 2003,
at 3:00 p.m. Eastern Time.  Objections to the sale must be filed
and served by 4:00 p.m. Eastern Time on December 3, 2003.

                         Backgrounder

The Kaiser Aluminum Debtors own several parcels of raw land
located in Spokane, Washington.  These surplus properties are
near, but not contiguous with or utilized by the Debtors' alumina
smelter in Mead, Washington.  Two of these properties are located
to the north and west of the actual plant site -- Parcels 3 and 6B
-- and another is located to the east -- Parcel 4.  Parcels 3 and
6B have never been used by the Debtors in the operation of the
Mead facility or for any other purpose and, in fact, are zoned for
residential use only.  While zoned for industrial use, Parcel 4
also has not been used by the Debtors in the operation of Mead
facility or for any other purposes.  As undeveloped land, the
Surplus Properties does not contain any buildings or other
improvements and would require a full range of infrastructure,
including streets, a sewer system and electricity, as a part of
their development.

                       The Sale Agreements

As a result of the Debtors' marketing efforts concerning the
surplus land, the Debtors and Secure Self Storage, LLC entered
discussions about purchasing Parcels 3 and 6B.  The Debtors
subsequently entered into a purchase and sale agreement with
Secure LLC, pursuant to which the Debtors agreed to sell
Parcels 3 and 6B for $1,230,000.  The Debtors also entered into
discussions, and subsequently reached a purchase and sale
agreement, with the Jack E. Hessel Trust to sell Parcel 4 for
$1,370,000.

Both Sale Agreements contain substantially similar terms:

   (a) The Surplus Properties are being sold on an "as is, where
       is" basis with all faults and without any warranties,
       representations or guarantees, either express or implied,
       as to the condition, fitness for any purpose,
       merchantability, or any other warranty or any kind, nature
       or type from or on behalf of the Debtors;

   (b) Secure LLC is required to deposit $50,000 and Jack
       Hessel is required to deposit $60,0000, in earnest money
       with a qualified title insurance company issuing the title
       policies for both of the Surplus Properties.  The earnest
       amounts will be credited towards the applicable purchase
       price upon closing of each sale.  Except in limited
       circumstances, the earnest amounts cannot be refunded
       after the expiration of due diligence periods identified
       in each of the Sale Agreements;

   (c) In the event that the Court orders that auctions are to be
       held for the sale of the Surplus Properties and Secure LLC
       or Jack Hessel are not the successful bidders of those
       properties, Secure LLC and Jack Hessel will each be
       entitled to receive reimbursement of the lesser of:

       -- their reasonable out-of-pocket expenses incurred in
          connection with purchases of the Surplus Properties; or

       -- 3% of the applicable purchase price. (Kaiser Bankruptcy
          News, Issue No. 35; Bankruptcy Creditors' Service, Inc.,
          215/945-7000)


KB HOME: Board Approves Increase in Annual Cash Dividend
--------------------------------------------------------
KB Home (NYSE: KBH), one of the largest homebuilders in the United
States and France, announced that its Board of Directors has
approved an increase in the annual cash dividend on shares of the
Company's common stock from $.30 to $1.00 per share.

The first dividend at the increased quarterly rate of $.25 per
share, will be paid on February 25, 2004 to shareholders of record
on February 11, 2004.

"Our decision to increase the dividend reflects KB Home's strong
financial position, sustainable operating earnings, positive free
cash flow and the overall prospects for our business, without
limiting our ability to profitably grow and reinvest in the
business," said Bruce Karatz, chairman and chief executive
officer.  "In view of the strength of our business and favorable
outlook, our Board of Directors believes that it is appropriate to
directly reward our shareholders with an increase in their
dividend payment, underscoring the commitment of our Board to
enhancing shareholder value while maintaining our stated objective
of becoming investment grade."

Continued Karatz, "We are optimistic about our prospects for 2004
and beyond, and that optimism underlies today's announcement."

KB Home (Fitch, BB+ Senior Unsecured Debt and BB- Senior
Subordinated Debt Ratings) is one of America's largest
homebuilders with domestic operating divisions in the following
regions and states: West Coast-California; Southwest-Arizona,
Nevada and New Mexico; Central-Colorado, Illinois and Texas; and
Southeast-Florida, Georgia and North Carolina.  Kaufman & Broad
S.A., the Company's majority-owned subsidiary, is one of the
largest homebuilders in France.  In fiscal 2002, the Company
delivered 25,565 homes in the United States and France.  It also
operates KB Home Mortgage Company, a full-service mortgage company
for the convenience of its buyers.  Founded in 1957, KB Home is a
Fortune 500 company listed on the New York Stock Exchange under
the ticker symbol "KBH."  For more information about any of KB
Home's new home communities, visit the Company's Web site at
http://www.kbhome.com/


KINETEK INC: S&P Revises Outlook to Negative over Weak Results
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Kinetek
Inc. and its Kinetek Industries Inc. subsidiary to negative from
stable. The outlook revision was due to the much-weaker-than-
expected performance in the company's third quarter and nine
months, ended September 2003, resulting in higher-than-expected
leverage and further straining liquidity. At the same time,
Standard & Poor's affirmed all ratings, including the 'B'
corporate credit rating on Kinetek and Kinetek Industries.

Deerefield, Illinois-based Kinetek Inc. has about $300 million in
debt outstanding.

Kinetek is a leading manufacturer of specialty purpose electric
motors for the consumer, commercial, and industrial markets.

"Kinetek's financial performance has been lackluster. Credit
protection measures have weakened, and financial flexibility is
limited," said Standard & Poor's credit analyst John Sico.
"Industry fundamentals are not expected to improve materially in
the near term. Although a number of new product developments could
stem the declining profitability from weak end-markets, the
benefit, if any, is not expected to materialize in the near term.
Failure to improve operating performance could result in the
ratings being lowered."


L-3 COMMS: Completes Acquisition Of Vertex Aerospace for $650MM
---------------------------------------------------------------
L-3 Communications (NYSE: LLL), on December 1, 2003, completed the
acquisition of Vertex Aerospace LLC from Veritas Capital, a
private equity investment firm based in New York, for $650 million
in cash.

The new business unit, now renamed L-3 Communications AeroTech
LLC, will operate as a subsidiary of L-3 Communications'
Integrated Systems subsidiary and is expected to contribute
approximately $800 million of sales and $0.12 per diluted share to
L-3's results in 2004.

L-3 AeroTech is a leading provider of aerospace and other
technical services to the Department of Defense and other
government agencies, including the U.S. Air Force, U.S. Navy, U.S.
Army, U.S. Marine Corps, Department of Homeland Security, Drug
Enforcement Administration and NASA.

Their services include logistics support, modernization,
maintenance, supply chain management and pilot training. L-3
AeroTech's well respected engineering and technical staff supports
military training aircraft, tactical aircraft, cargo and utility
aircraft and other defense-related platforms representing over
2,600 active fixed and rotary wing aircraft and over 85 vehicle
platforms. In addition, the company deploys highly mobile, quick-
response field teams worldwide, with operations at 306 sites in 41
states and 34 countries, to provide critical mission support.

The acquisition broadens L-3's participation in military aircraft
modernization, a significant part of the growing DoD Operations &
Maintenance budget. Operational and marketing synergies between
the two companies were previously demonstrated by the $2.7 billion
contract award in September to an L-3 Communications and Vertex
joint venture to maintain the training fleet at Fort Rucker used
for primary and advanced systems flight instruction to prepare
U.S. Army aircrews for deployment around the world.

L-3 Communications Integrated Systems is an SEI CMM Level 5
developer and integrator of complex electronic systems for
intelligence, surveillance and reconnaissance missions.
Headquartered in Greenville, Texas, L-3/IS also operates from
major sites in Waco, Texas; Lexington, Ky.; Tulsa, Okla. and
Avalon, Australia.

Headquartered in New York City, L-3 Communications (S&P, BB+
Corporate Credit Rating, Stable Outlook) is a leading provider of
Intelligence, Surveillance and Reconnaissance systems, secure
communications systems, aircraft modernization, training and
government services and is a merchant supplier of a broad array of
high technology products. Its customers include the Department of
Defense, Department of Homeland Security, selected U.S. Government
intelligence agencies and aerospace prime contractors.

To learn more about L-3 Communications, visit the company's Web
site at http://www.L-3Com.com


LAIDLAW INC: Effectuates Court-Approved Equity Compensation Plan
----------------------------------------------------------------
Laidlaw International, Inc.'s 2003 Equity and Performance
Incentive Plan was approved by the U.S. Bankruptcy Court
on February 27, 2003.  Because the Court approved the 2003
Incentive Plan as part of the emergence process, the 2003
Incentive Plan does not require subsequent approval by the
shareholders of the Company.

The 2003 Incentive Plan provides for the grant of stock options,
stock appreciation rights, restricted shares, deferred shares,
performance shares, and performance units to Laidlaw officers and
employees, as well as its subsidiaries.  The 2003 Incentive Plan
also provides for the grant of option rights and restricted stock
to non-employee directors.

There are 5,000,000 shares of common stock available under the
2003 Incentive Plan.  No participant may be granted more than
500,000 option rights, appreciation rights, deferred shares, or
restricted shares, or more than $1,000,000 worth of performance
shares or performance units in any calendar year.  No grants were
made under the 2003 Incentive Plan as of August 31, 2003.

The Laidlaw Board of Directors administers the 2003 Incentive
Plan.  The Board of Directors has the authority to select plan
participants, grant awards, and determine the terms and
conditions of such awards.  Generally, with respect to awards
granted under the 2003 Incentive Plan:

   (a) option rights, and corresponding appreciation rights, vest
       ratably over not less than a three-year period;

   (b) restricted stock grants are subject to a risk of
       forfeiture for a period of not less than three years;

   (c) deferred shares are subject to a deferral period of not
       less than one year; and

   (d) performance shares and performance units are paid to a
       plan participant upon the achievement of management
       objectives specified in the grant measured over a period
       specified in the grant of not less than one year.

If stated in the award, the exercise of option rights,
appreciation rights, and restricted stock may also be subject to
the achievement of management objectives, as defined in the 2003
Incentive Plan. (Laidlaw Bankruptcy News, Issue No. 42; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LIBERTY MEDIA: Completes Acquisition of On Command Corporation
--------------------------------------------------------------
Liberty Media Corporation (NYSE: L, LMC.B) has completed the
planned acquisition of the issued and outstanding shares of On
Command Corporation that it did not already own.

Each On Command stockholder will receive 0.175 shares of Liberty
Media Corporation Series A common stock for each share of On
Command common stock held.  Liberty Media will issue approximately
1.4 million shares of Liberty Media Series A common stock to the
On Command shareholders.

The transaction was approved at a special meeting of the
shareholders of On Command Friday.  On Command Corporation is a
leading provider of in-room entertainment technology to the
lodging and cruise ship industries. On Command's direct served
hotel properties are located in the United States, Canada, Mexico
and Spain.

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

Liberty Media's 4.000% bonds due 2029 are currently trading at
about 69 cents-on-the-dollar.


LTV CORP: Intends to Pay $2.4 Million in Admin. Severance Claims
----------------------------------------------------------------
As of December 7, 2001, LTV Steel Company Inc. employed nearly
11,500 employees, of which 9,300 worked in the Integrated Steel
Business.  Approximately 1,600 of these employees were Salaried
Employees.

Among the benefits that LTV Steel provided to the Salaried
Employees was a termination benefit program that provided for
salary and benefit continuances for varying periods of time in the
event that a Salaried Employee's active employment was terminated
because of a permanent reduction in LTV Steel's salaried
workforce.  Under the Salaried Severance Benefits Program, each of
the Salaried Employees became eligible for Salaried Severance
Benefits on the date on which that employee was terminated from
LTV Steel's employ due to the shutdown of the Integrated Steel
Business operations pursuant to the LTV Steel Asset Protection
Plan.  The vast majority of the Salaried Employees were terminated
in December 2001 shortly after the APP Order was entered.

The Salaried Severance Benefits Program, which was adopted prior
to the Petition Date, is a welfare benefit plan under the ERISA.
Pursuant to an Order authorizing the Debtors to initiate and
implement a Key Employee Retention Program, entered on March 20,
2001, the payment of benefits was made at the Debtors' discretion
so long as the benefits did not exceed the amounts payable under
the Salaried Severance Benefits Program.  The KERP Order provided
that each employee receiving such benefits sign a release of
claims to any other benefits.  Pursuant to that Order, the Debtors
paid LTV Steel Salaried Employees who were terminated postpetition
but before December 7, 2001 a portion of the severance benefits
that they would have been eligible to receive under the Salaried
Severance Benefits Program.  In addition, certain Salaried
Employees waived and released their rights to severance benefits
in exchange for receipt of payments under the Retention Program
approved on March 20, 2001.  Salaried Employees who voluntarily
quit are not entitled to receive any severance benefits under the
Program.

By this motion, LTV Steel asks Judge Bodoh to:

       (1) allow the severance claims of former Salaried
           Employees as administrative expense claims against
           LTV Steel's estate; and

       (2) disallow any other administrative expense claims for
           severance pay that any of these Salaried Employees
           may have filed or otherwise asserted.

LTV Steel anticipates paying $2,417,209 in aggregate termination
claims, with most individual claims being less than $2,000 each.

Section 503(b)(1)(A) of the Bankruptcy Code provides in pertinent
part that "after notice and a hearing, there will be allowed,
administrative expenses . . . including (1)(A) the actual,
necessary costs and expenses of preserving the estate, including
wages, salaries, or commissions for services rendered after the
commencement of the case."  Severance pay claims relating to plans
which vary the benefit by length of service are entitled to
priority as administrative expense claims only to the extent that
the severance pay under such a plan was earned as a result of the
employee's service during the bankruptcy case.

            Calculation and Allowance of the Salaried
       Severance Claims Entitled to Administrative Priority

According to Nicholas M. Miller, Esq., at Jones Day, in Cleveland,
Ohio, most courts have concluded that merely because severance pay
under such a plan becomes due postpetition -- when the employee
was laid off -- does not mean that the severance was earned
postpetition.  To determine the amount of severance earned during
the bankruptcy case, courts prorate the severance claim into
prepetition and postpetition claims by using a "multiplier
fraction":

       (a) the number of days worked after the Petition Date;

       (b) divided by 365; and

       (c) multiplied by the amount of severance earned during
           the postpetition period -- that is, the incremental
           increase in severance benefits earned during the
           postpetition period.

                     Length of Service and Age

Under the Salaried Severance Benefits Program, Mr. Miller says,
benefits are calculated using two factors -- length of service and
age.  Under the terms of the Salaried Severance Benefits Program,
each Salaried Employee is eligible to receive a minimum of one-
half month of the base salary and a maximum of five months of base
salary, depending on the Salaried Employee's length of service.
The Salaried Severance Benefits increase incrementally by one-
quarter month, one-half month or an entire month, depending on the
Salaried Employee's length of service.  In addition, each Salaried
Employee who is at least 40 years old is entitled to receive an
additional month of base salary.  Finally, the Salaried Severance
Benefits Program provides for a continuation of full benefit
coverage during the severance period.

Mr. Miller relates that LTV Steel reviewed each of the Salaried
Severance Claims and calculated the amount of each severance claim
entitled to administrative priority by following the proration
concept.  LTV Steel calculated the amounts of the Salaried
Severance Claims by using the "multiplier fraction" as part of
this formula:

       (a) the number of days worked by the Salaried Employee
           after the Petition Date, divided by 365; multiplied
           by

       (b) the amount of Base Salary -- converted to a weekly
           rate -- which results in the severance amount that
           the Salaried Employee was eligible to receive as
           Salaried Severance at the time he or she was severed
           from employment.  To this amount, 30% was added to
           account for benefits.

Under the Salaried Severance Program, the increase in severance
benefits occurred at intervals of years -- e.g., if an employee
had any amount of service between 0 to 3 years, he would receive
1/2 month of severance pay; if an employee had any amount of
service between 15 and 20 years, he would receive 3 months of
severance pay.  Although the severance increases occurred after
multiple -- and at varying number of -- years, the Debtors believe
that the most equitable interpretation of the Program is that the
Severance Benefits increased at the rate of approximately one week
per year of service, subject to the cap of five months of
severance pay.

                        Benefit Addition

Mr. Miller notes that the Salaried Severance Benefit Program
provides for a continuation of full benefit coverage during the
severance period.  Historically, the value of the benefits
averaged 30% of each Salaried Employee's base salary.  Because LTV
Steel no longer can continue this benefit, a benefit additive of
30% has been provided.

For example, an employee terminated on December 10, 2001 with a
monthly base salary of $3,500, would be entitled to this claim for
severance based on 346 days worked postpetition:

                            346 / 365 = 0.948.

In application, this formula would result in:

                    ($3,500 x 12) 52.143 = $805.48.

Then the multiplier is added:

                       0.948 x $805.48 = $763.60.

With the 30% for benefits, the result would be $763.60 x 30% =
$229.08.

The employee's severance pay payable as an administrative claim
would be:

                       $763.60 + 229.08 = $992.68.

LTV's calculation did not take into account the additional month
of base salary under the Salaried Severance Benefits Program
because that provision of the program was not earned over time as
required under case law. (LTV Bankruptcy News, Issue No. 58;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MARKLAND TECHNOLOGIES: Capital Deficit Raises Going Concern Doubt
-----------------------------------------------------------------
Markland Technologies Inc. has incurred net losses of $911,936 and
$135,629 for the three months ended September 30, 2003 and 2002,
respectively. Additionally, the Company had a working capital
deficiency of $946,784 at September 30, 2003. The Company has
limited finances and requires additional funding in order to
market and license its products. There is no assurance that the
Company can reverse its operating losses, or that it can raise
additional capital to allow it to continue its planned operations.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.

The Company's ability to continue as a going concern remains
dependent upon the ability to obtain additional financing or
through the generation of positive cash flows from continuing
operations.

On October 27, 2003, the Company completed the acquisition of
Science and Technology Research Corporation, Inc., a Maryland
corporation, by its subsidiary, Security Technology, Inc., a
Delaware Corporation, through a merger of STI with newly formed
STR Acquisition Corporation, a Maryland Corporation. The Company
agreed to pay $6,375,000 for STR which consisted of $900,000 in
cash, $5,100,000 worth of Company common stock, and a promissory
note of $375,000.

The promissory note is collateralized by all of the assets of STR
and 40% of the common stock of STR held by the Company. The
purchase price is expected to be allocated substantially to
intangible assets.

The Company received the cash portion of the acquisition from a
portion of a loan provided by Bayview Capital, LLC. Robert Tarini,
Markland's Chairman, and Chad Verdi are affiliated with Bayview.
The entire amount of the loan provided by Bayview was $1,400,000.

The Company has also entered into a one year consulting agreement
with the former President and principal of STR. In consideration
for the consulting services to be rendered by Consultant, the
Company shall pay to Consultant the sum of $285,000. The Fee shall
be payable as follows: $61,250 shall be payable on March 15, 2004,
a second payment in the amount of $81,500, shall be due May 15,
2004, a third payment in the amount of $51,125 shall be on July
15, 2004, the fourth and final payment in the amount of $91,125,
shall be on October 15, 2004.

STR is a producer of the U.S. Navy's Shipboard Automatic Chemical
Agent Detection and Alarm System (ACADA). The Navy deploys the
"man-portable" point detection system to detect all classic nerve
and blister agents as well as other chemical warfare agent vapors.

During the three months ended September 30, 2003, Markland
experienced significant negative cash flow from operating
activities developing and introducing its technologies. As of
September 30, 2003, the Company had $27,574 in cash and cash
equivalents. Management expects that revenues will not be
sufficient to finance Markland's ongoing activities.

During the three months ended September 30, 2003, the Company
financed operations primarily through the sale of preferred stock
and margins from product sales. During the three months ended
September 30, 2003, the Company raised $360,000 from the sale of
360 shares of Series D Preferred Stock. Management believes that
any required investment capital will be available to Markland, but
there can be no assurance that the Company will be able to raise
funds on terms acceptable to it, or at all. Markland has the
ability to adjust the level of research and development and
selling and administrative expenses based on the availability of
resources. However, reductions in expenditures could delay
development and adversely affect the ability to generate future
revenues.

The Series D preferred stock converts into common stock at a
conversion price ranging from 65% to 80% of the market price of
Markland common stock at the time of conversion. The Preferred
Stock is convertible into shares of the Company's common stock at
a variable percentage of the then current market price, subject to
certain adjustments. If the market price of Markland common stock
is less than or equal to $3.00, it is convertible at 80% of the
market price. If the market price is greater than $3.00, but less
than or equal to $6.00, at 75% of the market value. If the market
price is greater than $6.00, but less than or equal to $9.00, at
70% of the market price. And if the market price is greater than
$9.00, at 65% of the market price.

Markland can redeem the Series D Preferred according to the
following schedule. During the first 180 days after the closing it
can be redeemed at 120% of the stated value and accrued dividends.
From 181 days until 270 days it can be redeemed for 125% of the
stated value and dividends. From 271 days and ending 360 days
after the closing it can be redeemed for 135% of the stated value
and dividends.

Any equity-based source of additional funds could be dilutive to
existing equity holders, and the dilution could be material. The
lack of sufficient funds from operations or additional capital
could force Markland to curtail or scale back operations and would
therefore have an adverse effect on its business. Other than cash
and cash equivalents, the Company has no unused sources of
liquidity at this time. Management expects to incur additional
operating losses as a result of expenditures for research and
development and marketing costs for its security products and
technologies. The timing and amounts of these expenditures and the
extent of operating losses will depend on many factors, some of
which are beyond Company control. Accordingly, there can be no
assurance that current expectations regarding required financial
resources will prove to be accurate. Management anticipates that
the commercialization of the Company's technologies may require
increased operating costs, however, there is currently no estimate
of the amounts of such costs.

For the year ended June 30, 2003, Markland incurred a net loss
from continuing operations of $3,835,594 and had a working capital
deficiency of $1,235,306. It has limited finances and requires
additional funding in order to market and license its products.
There is no assurance that the Company can reverse its operating
losses, or that it can raise additional capital to allow it to
continue its planned operations. These factors raise substantial
doubt about the ability of the Company to continue as a going
concern.

If Markland continues to operate its business at the present level
without any additional sales, management expects that Company
revenues will not be sufficient to finance ongoing activities..


MEDICALCV INC: Hosting Second-Quarter 2004 Conference Call Today
----------------------------------------------------------------
MedicalCV, Inc. (OTCBB:MDCVU) will host a conference call to
discuss its 2004 second-quarter earnings on Tuesday, December 9,
at 11 a.m. CT (12 p.m. ET), following the release of its quarterly
results before the market opens that day.

Blair P. Mowery, president and chief executive officer, and Jules
L. Fisher, chief financial officer, will discuss the company's
second-quarter results for the period ended October 31, 2003, and
provide a business update.

To access the live conference call, dial (303) 205-1500 at least
10 minutes prior to the call. For those unable to listen to the
live conference call, an audio replay will be available beginning
at 1 p.m. CT, Tuesday, December 9, through 5 p.m. CT, Friday,
January 9. To access the replay, dial (303) 590-3000 and enter
passcode 562003.

MedicalCV, Inc. is a Minnesota-based cardiothoracic surgery device
manufacturer that launched its Omnicarbon(R) heart valve in the
United States in early 2002. Led by a new management team, the
company is focused on building a worldwide market in mechanical
heart valves and other innovative products for the cardiothoracic
surgical suite. The Omnicarbon heart valve has an established
market position in a number of key regions of Europe, South Asia,
the Middle East and the Far East. Although international markets
will continue to play an important role in the company's results,
the U.S. market offers tremendous growth potential for the
Omnicarbon valve. In September 2003, the company acquired a
technology platform for the treatment of atrial fibrillation, an
exciting new growth opportunity. In addition, the company entered
into an agreement with Segmed, Inc., to commercialize an
annuloplasty product known as the Northrup Universal Heart Valve
Repair System(TM). MedicalCV has a fully integrated manufacturing
facility, where it designs, tests and manufactures its products.
The company's securities are traded on the OTC Bulletin Board
under the symbol "MDCVU".

                         *     *     *

As of July 31, 2003, Medicalcv had an accumulated deficit of
$18,194,058 and has incurred losses in each of the last seven
fiscal years.  Since 1994, it has invested in developing a
bileaflet heart valve, a proprietary pyrolytic carbon coating
process and obtaining premarket approval from the FDA to market
its Omnicarbon 3000 heart valve in the U.S.  Company strategy has
been to invest in technology to better position it competitively
once FDA premarket approval was obtained.  It is expected that
cumulative net losses will continue at least through fiscal year
2004 because of anticipated spending necessary to market the
Omnicarbon 3000 heart valve in the U.S. and to establish and
maintain a strong marketing organization for domestic and foreign
markets.

The Company's ability to continue as a going concern depends upon
its ability to obtain additional debt and/or equity financing in
the second quarter of fiscal year 2004. It is currently seeking
additional financing to fund its operations and working capital
requirements.  The Company cannot provide any assurance, however,
that such additional financing will be available on terms
acceptable to it or at all. It will need to obtain additional
capital prior to the maturity date of its revolving line of credit
with PKM on September 17, 2003, or otherwise extend or restructure
this debt to continue operations.

Medicalcv anticipates that it will need to raise between
$8,000,000 and $10,000,000 of additional equity or debt financing
to fund operations and working capital requirements beginning in
September 2003.  It expects to face substantial difficulty in
raising funds in the current market environment and has no
commitments at this time to provide the required financing.  If it
does obtain the foregoing financing, it believes it will have
sufficient capital resources to operate and fund the growth of its
business for the remainder of fiscal year 2004 and fiscal year
2005.

There is no assurance, however, that it will be able to raise
sufficient additional capital on terms that it considers
acceptable, or at all.  The terms of any equity financing are
expected to be highly dilutive to its existing security holders.
The delisting of its securities from the Nasdaq SmallCap Market
that occurred in March 2003 will negatively affect its ability to
raise capital.  If unable to obtain adequate financing on
acceptable terms, the Company has indicated that it will be unable
to continue operations.


MERITAGE CORP: Increases Revolving Credit Facility to $400 Mill.
----------------------------------------------------------------
Meritage Corp. (NYSE: MTH) announced the completion of a $150
million increase in the committed balance of its unsecured
revolving credit facility, raising the total commitment to $400
million. The facility is with a consortium of banks, led by
Guaranty Bank and Bank One, NA, as Joint Lead Arrangers and Joint
Bookrunners.

The credit agreement also lengthened the term of the facility by
18 months, extending the maturity date to May 2007, and expanded
the number of banks participating in the facility from seven to
10.

"We are very pleased to increase our credit facility with this
outstanding group of banks," said John Landon, co-chairman and
CEO. "We appreciate the solid long-term banking relationships we
have built, and that have provided the financing to grow over the
years. In Texas, for example, Legacy Homes has banked with one of
our lead banks, Guaranty Bank, since 1990. We look forward to
continued growth with our bank group."

The group of banks participating in the credit facility include:
Guaranty Bank, Bank One, Fleet National Bank, Wells Fargo Bank
Arizona, U.S. Bank, California Bank & Trust, Compass Bank,
Comerica Bank, PNC Bank and Southtrust Bank.

"This commitment, along with our strong operating results and
conservative balance sheet management, allows us to maintain a
solid foundation for our future expansion," stated Steven Hilton,
co-chairman and CEO.

Meritage Corp. designs, builds and sells distinctive single-family
homes ranging from entry-level to semi-custom luxury and has built
approximately 26,000 homes in its 18-year history. The company was
recently ranked 11th in Fortune magazine's September 2003 "Fastest
Growing Companies in America" list, its third appearance in this
list. In addition, Meritage was named as the 14th largest builder
in the United States for 2002 by Builder Magazine in their May
2003 issue and was recently included in The Bloomberg 100 "Hot
Stocks," compiled by Bloomberg personal finance magazine in their
February 2003 issue. The company has also been ranked 4th by
Forbes Magazine in its "200 Best Small Companies in America."
Meritage operates in the Phoenix and Tucson, Ariz., markets under
the Monterey Homes, Hancock Communities and Meritage Homes brand
names; in the Dallas/Ft. Worth, Austin, Houston and San Antonio,
Texas, markets as Legacy Homes, Hammonds Homes and Monterey Homes;
in the East San Francisco Bay and Sacramento, Calif., markets as
Meritage Homes; and in Las Vegas as Perma-Bilt Homes. The Meritage
Web site is located at: http://www.meritagehomes.com/

Meritage Corp. (Fitch, BB Senior Unsecured Debt Rating, Stable)
designs, builds and sells distinctive single-family homes ranging
from entry-level to semi-custom luxury. Meritage operates in the
Phoenix and Tucson, Ariz., markets under the Monterey Homes,
Hancock Communities and Meritage Homes brand names; in the
Dallas/Ft. Worth, Austin and Houston, Texas, markets as Legacy
Homes and Hammonds Homes; in the East San Francisco Bay and
Sacramento, Calif., markets as Meritage Homes; and in the Las
Vegas, market as Perma-Bilt Homes.


MESA AIR GROUP: Reports 74% Increase in November 2003 Traffic
-------------------------------------------------------------
Mesa Air Group, Inc. (Nasdaq: MESA) reported its preliminary
traffic figures, on-time performance, and completion rate figures
for November 2003.  Year-over-year revenue passenger miles
increased 74.0% in November 2003 to 320.0 million, compared to
183.9 million in November 2002.

Total available seat miles increased 53.1% in November 2003 to
472.9 million from 308.8 million in November 2002 and passengers
carried increased 50.4% to 672,257 from 446,978 a year ago. Load
factor increased to 67.7% in November 2003 versus 59.6% in
November 2002, an increase of 8.1 points.  Mesa's controllable
completion rate, which excludes weather-related cancellations, was
98.4% in November.  Mesa Air Group's on-time arrival performance
for the month of November was 78.8%.

Mesa currently operates 152 aircraft with 975 daily system
departures to 153 cities, 40 states, the District of Columbia,
Canada, Mexico and the Bahamas.  It operates in the West and
Midwest as America West Express; the Midwest and East as US
Airways Express; in Denver as Frontier Jet Express and United
Express; in Kansas City with Midwest Express and in New Mexico and
Texas as Mesa Airlines.  The Company, which was founded in New
Mexico in 1982, has approximately 3,600 employees.  Mesa is a
member of the Regional Airline Association and Regional Aviation
Partners.


MIRANT CORP: Obtains Approval to Pull Plug on Brazos Supply Pact
----------------------------------------------------------------
U.S. Bankruptcy Court Judge Lynn authorizes Mirant Debtors'
rejection of the Brazos Supply Contracts effective as of
October 1, 2003.  Brazos Electric will have an allowed,
prepetition claims against MAEM as a result of the rejection of
the Contracts in an amount not to exceed:

   (a) the positive difference, if any, between (i) the actual
       costs Brazos Electric reasonably incurs to serve the
       Brazos Electric Load from October 1, 2003 through
       December 31, 2003 and (ii) the costs Brazos Electric
       would have incurred to serve the load under the Supply
       Contract and in determining the costs to serve the Load
       under the Supply Contract, those costs will include an
       amount equal to all PCR revenues attributable to San
       Miguel received by Brazos Electric related to the same
       period except for PCR revenues related to hours in which
       San Miguel plant is out of service due to a scheduled
       outage for which Brazos Electric provided written notice
       to MAEM prior to October 1, 2003; plus

   (b) the positive difference, if any, between (i) the actual
       costs Brazos Electric reasonably incurs to replace the
       capacity and energy that was to be provided by MAEM under
       the Holman Contract from October 1, 2003 through December
       31, 2003 and (ii) the costs Brazos Electric would have
       incurred had MAEM supplied the capacity and energy under
       the Holman Contract; plus

   (c) $1,700,000 for any claims by Brazos Electric related to
       Price Adjustment Events and MAEM's failure to fill fuel
       oil storage facilities with fuel oil in the quantity that
       existed at the commencement of the Supply Contract in
       accordance with Section 8.4 of the Supply Contract;
       provided, however, that MAEM will not use any further
       fuel oil that was in the fuel oil storage facilities on
       September 2, 2003.

For each month from October 1, 2003 through December 31, 2003,
Brazos Electric will provide MAEM by the 15th of the following
month a report that sets out the calculations of the amounts to
be included in the Allowed Claim for the month in sufficient
detail to allow MAEM to audit the appropriateness of the charges
included and the correctness of the calculations made by Brazos
Electric.

Furthermore, the Debtors and Brazos Electric mutually release
each other from any and all claims and potential claims arising
from the Contracts; provided that the releases will not apply to:

   (i) Brazos Electric's Allowed Claim;

  (ii) any administrative claim of Brazos Electric and any claim
       of MAEM, in either case under the Supply Contract and
       arising after July 14, 2003 through October 1, 2003 and
       priced in accordance with the Supply Contract;

(iii) all postpetition payment obligations of both parties that
       accrued prior to October 1, 2003, which will be performed
       and any amounts that are due after October 1, 2003 but
       which accrued prior thereto will be paid by the owing
       party; or

  (iv) either party's rights and obligations regarding payments
       due from or credits due to them in connection with
       matters or events occurring prior to October 1, 2003.

The Debtors are not liable for any penalty or punitive damages
under the Supply Contract or any claims that could be asserted
under the Contracts.

Notwithstanding anything to the contrary, claims that either
party may have under the Tolling Agreement will be governed by
the Tolling Agreement and the release contained in this Order
will not apply to claims that may arise under the Tolling
Agreement.

                         *     *     *

Brazos Electric Power Cooperative, Inc. and Mirant Americas
Energy Marketing, LP are parties to a Power Purchase and
Exchange, Facilities Operation and Maintenance, and Fuel Supply
Agreement dated as of October 8, 1998.  Pursuant to the Supply
Agreement, MAEM is entitled to dispatch and receive the output of
Brazos Electric's generating facilities.  Furthermore, MAEM
provides Brazos Electric with the capacity and electric energy
needed to meet the requirements of Brazos Electric's load,
subject to certain exclusions.  The Supply Agreement also set
MAEM's obligations with respect to the operation and maintenance
of the "Owned Resources" -- the Miller Plant and the North Texas
Plant Brazos Electric owned.

On June 28, 2002, Brazos Electric and MAEM entered into the
Amendment, whereby the parties clarified responsibility for
certain costs under the Supply Agreement in light of the changes
that had occurred in the structure of the wholesale electricity
market in Texas since 1998.  Also, MAEM agreed to commit the
output of certain resources to satisfy its obligations to Brazos
Electric in return for increased payments.  Under the Amendment,
MAEM's O&M Obligations were terminated and MAEM is no longer
required to perform those O&M Obligations or otherwise manage
Brazos Electric's generating resources.  However, MAEM is still
obligated to supply the energy and fuel to Brazos Electric
required under the Contracts. (Mirant Bankruptcy News, Issue No.
14; Bankruptcy Creditors' Service, Inc., 215/945-7000)


N-45O FIRST CMBS: Fitch Rates Series 2003-3 Class E Notes at BB+
----------------------------------------------------------------
N-45o First CMBS Issuer Corporation 2003-3, commercial mortgage
pass-through certificates are rated by Fitch Ratings as follows:

        -- C$119,755,000 class A-1 'AAA';
        -- C$228,469,000 class A-2 'AAA';
        -- C$462,449,072 class IO 'AAA';
        -- C$47,632,000 class B 'AA';
        -- C$31,446,000 class C 'A';
        -- C$31,446,000 class D 'BBB-';
        -- C$3,701,072 class E 'BB+'.

Classes A-1, A-2, B, C and D are offered publicly. The
certificates represent beneficial ownership interest in the trust,
primary assets of which are 3 fixed-rate loans having an aggregate
principal balance of approximately $462,449,072, as of the cutoff
date.


NATIONAL CENTURY: Bank One Wants to Appoint a Successor Trustee
---------------------------------------------------------------
David W. Alexander, Esq., at Squire, Sanders & Dempsey, in
Columbus, Ohio, recounts that on March 10, 1999, NPF XII, Inc.,
National Premier Financial Services, Inc. and Bank One, N. A.
executed a Master Indenture, pursuant to which Bank One agreed to
serve as Indenture Trustee in connection with NPF XII's sale of
Notes to finance the purchase of accounts receivable from
healthcare providers.  As Indenture Trustee, Bank One maintained
trust accounts and made payments to healthcare providers and the
Noteholders as directed by NPF XII.

Due to developments in the Debtors' bankruptcy proceeding and in
related litigation, Bank One determined that it should no longer
serve as Indenture Trustee.  On June 30, 2003, Bank One notified
NPF XII, NPFS and the NPF XII Noteholders in writing that it was
resigning from the position of Indenture Trustee for the Notes
Program pursuant to the Master Indenture.

Pursuant to the Master Indenture, upon Bank One's resignation,
NPF XII was contractually obligated to "promptly appoint a
successor Trustee."  In its resignation letter, Bank One informed
the NPF XII Noteholders that Bank One was willing to work with
NPF XII to identify a qualified successor Trustee.  Consistent
with its statements to the NPF XII Noteholders, Bank One
identified HSBC as a potential successor Trustee and negotiated a
proposed agreement with HSBC by which HSBC would assume Bank
One's obligations under the Master Indenture.  On August 7, 2003,
Bank One communicated to NPF XII that HSBC was willing to succeed
Bank One as Indenture Trustee.

NPF XII immediately rejected the HSBC proposal, indicating that
it was negotiating instead with Wilmington Trust Corporation to
assume the role of Trustee for the Notes Program.

Despite rejecting the HSBC proposal, however, NPF XII failed to
appoint Wilmington Trust or any other entity to serve as
successor Trustee.  At the time NPF XII rejected the HSBC
proposal, Mr. Alexander points out, it indicated that it
anticipated tendering a written agreement with Wilmington Trust
within two weeks.  Yet over three months have passed and NPF XII
has never tendered a proposed succession agreement with
Wilmington Trust.  Indeed, Bank One's most recent discussions
with Wilmington Trust suggest that little if any progress has
been made in effecting that arrangement.

As of October 2003, Wilmington Trust has not even indicated a
willingness to become the successor Trustee.  Additionally,
Wilmington Trust representatives have advised Bank One that NPF
XII has not kept Wilmington Trust apprised of the status of the
proposed appointment and has failed to respond to Wilmington
Trust's inquiries regarding the appointment process.

Mr. Alexander tells Judge Calhoun that the Master Indenture
specifically provides for judicial intervention in the event NPF
XII fails to appoint a successor Trustee.  Pursuant to the Master
Indenture, if a successor trustee is not appointed within 30 days
of Bank One's notice of resignation, Bank One "may petition any
court of competent jurisdiction, at the expense of the Company,
for the appointment of a successor Trustee."

Because its resignation does not become effective until a
successor Trustee accepts appointment, Bank One continues to
perform the duties and to fulfill the obligations of the
Indenture Trustee, as well as to incur the fees and expenses
related to service as Indenture Trustee.  Bank One has done so
despite having tendered its resignation over three months ago and
despite having tendered a proposed agreement with HSBC, a
qualified person.

Therefore, Bank One asks the Court to direct NPF XII to comply
with its contractual obligation under the Master Indenture to
immediately appoint a successor to serve as Trustee for the Notes
Program.

In the alternative, if NPF XII fails to act, Bank One asks Judge
Calhoun to exercise his authority to select and appoint, at NPF
XII's expense, a successor Trustee. (National Century Bankruptcy
News, Issue No. 27; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


NATIONAL CONSTRUCTION: Cease Trading Order Expires as of Dec. 5
---------------------------------------------------------------
Temporary Management Cease Trade Order was imposed on National
Construction Inc., dated July 25, 2003 and was extended on
August 7, 2003.

The filing default having been remedied, the above Cease Trading
Order(s) have been allowed to Lapse/Expire as of December 5, 2003.

At February 28, 2003, National Construction's balance sheet shows
a total shareholders' equity deficit of about C$920,000.


NATIONAL STEEL: Earns Clearance for JFE Steel Claims Compromise
---------------------------------------------------------------
The National Steel Debtors sought and obtained Court approval of
their compromise with JFE Steel Corporation, formerly known as NKK
Corporation, pursuant to Rule 9019 of the Federal Rules of
Bankruptcy Procedure.

Colleen McManus, Esq., at Piper Rudnick LLP, in Chicago, Illinois,
recalls that NKK, a corporation organized under the laws of Japan,
Dofasco Inc., a corporation organized under the laws of Canada,
and National Steel Corporation initiated a joint venture in 1990
regarding a hot dip continuous galvanizing line and related
facilities in Ontario, Canada.  In connection with this venture,
National Steel, NKK and Dofasco organized DNN Galvanizing
Corporation -- Processor -- under the laws of Ontario. Processor's
shareholders were:

   -- 904153 Ontario Inc., otherwise known as Dofasco
      Participant, a corporation organized under the laws of
      Ontario and a subsidiary of Dofasco;

   -- National Ontario Corporation, a Delaware corporation and a
      subsidiary of National Steel; and

   -- Galvatek America Corporation, a Delaware corporation and a
      subsidiary of NKK.

On September 18, 1990, Dofasco Participant, National Ontario and
Galvatek America entered into a Shareholders' Agreement with
Processor.  National Steel, NKK and Dofasco also caused the
organization of DNN Galvanizing Limited Partnership under the
Ontario laws.  The owners of DNN Partnership were Dofasco,
National Ontario II, Limited, a Delaware corporation and a
subsidiary of National Steel, and Galvatek Ontario Corporation, a
Delaware corporation and subsidiary of NKK.  Dofasco, National
Ontario II and Galvatek Ontario entered into a Limited Partnership
Agreement as of September 18, 1990 with Processor.  Processor is
the general partner of DNN Partnership.

Ms. McManus explains that DNN Partnership owns the real estate
and improvements, which constitute the Facilities.  Processor, as
general partner of DNN Partnership, operates the Facilities.

Before January 1, 2003, Dofasco and its affiliates were entitled
to, and required to pay for, half of the available line time at
the Facilities pursuant to a Toll Processing Agreement made as of
September 19, 1990 between Dofasco and Processor.  In addition,
NKK U.S.A. Corporation, a Delaware corporation and a subsidiary
of NKK, and its affiliates were entitled to, and required to pay
for, the other half of the available line time at the Facilities
pursuant to another Toll Processing Agreement between NKK U.S.A.,
National Steel and Processor.

Under the Limited Partnership Agreement, National Steel's
initiation of bankruptcy proceedings constituted a default, which
obligated National Ontario II to sell to Galvatek Ontario the
9.5% interest in DNN Partnership and, as a consequence under the
Shareholders' Agreement, National Ontario was obligated to sell
to Galvatek America the shares of Processor.  In addition, under
the old National Steel/NKK U.S.A. Toll Processing Agreement,
National Steel and its affiliates would no longer be entitled to
use the Facilities and other services Processor offered as of the
date the sale of the Partnership Interest and the Shares is
closed.

According to Ms. McManus, on August 13, 2002:

   (a) National Ontario II, National Ontario, Galvatek Ontario
       and Galvatek America entered into a Purchase and Sale
       Agreement, which provided for the consummation of the sale
       by National Ontario II and National Ontario of the
       Partnership Interest and Shares to Galvatek Ontario and
       Galvatek America;

   (b) National Steel, NKK U.S.A., Dofasco and Processor entered
       into a Line Access Agreement, effective during the term
       beginning January 1, 2003, and ending December 31, 2003,
       pursuant to which NKK U.S.A., Dofasco and Processor would
       make available to National Steel and its affiliates the
       opportunity to utilize available line time and other
       services at the Facilities during 2003 on a gradually
       reducing basis on substantially the same terms as set
       forth in the National Steel/NKK U.S.A. Toll Processing
       Agreement; and

   (c) DNN and NKK U.S.A. entered into a Restated Toll Processing
       Agreement, which governed the rights of NKK U.S.A. and its
       affiliates to use available line time and other services
       at the Facilities after the Closing Date.

Ms. McManus relates that JFE's claims arise out of the series of
complicated transactions between National Steel, NKK, and certain
other entities.

Under the Line Access Agreement, National Steel was required to
advise NKK U.S.A. and Processor of the anticipated hours of line
time that it would use each month during 2003.  Unused time could
be resold and deducted from charges that National Steel owed for
line time.  National Steel gave notice that it would not use any
line time at the Facilities after May 31, 2003.

On May 19, 2003, Galvatek Ontario delivered to National Steel a
Statement of Amounts Owed, showing that the payment due
aggregates $3,880,974.  Under the terms of the Line Access
Agreement, payment of the amounts reflected in the Statement are
due at various times beginning June 2003 through April 2004.
Galvatek Ontario requested National Steel to pay all amounts due
immediately, and National Steel has agreed to do so only if
Galvatek agrees to a substantial discount in consideration of
National Steel's payment of the amounts by portions, which would
be in advance of the dates on which these payments are actually
due.  Galvatek Ontario offered to deduct $500,000 from the
aggregate amount shown as due in the Statement if National Steel
will immediately make payment in full upon obtaining Court
approval.  The Statement is comprised of four categories of costs
for which National Steel is liable under the Line Access
Agreement:

(1) Administrative Fee

    This charge is calculated according to a complicated ratio
    involving available line and time actually used.  There is no
    administrative fee charged after May 2003 but the
    administrative fee through May 2003 is CND$124,456, which
    National Steel does not dispute.

(2) Debt Costs

    Under the Line Access Agreement, National Steel was to be
    invoiced in May 2003 and in November 2003 for Debt Costs.
    Although the formula is somewhat complicated, National Steel
    does not dispute that it owes $2,508,143 in Debt Costs
    pursuant to the Line Access Agreement.

(3) RONE Costs

    RONE represents "return on equity," a portion of which
    National Steel is responsible for under the Line Access
    Agreement.  This calculation results from a ration involving
    line time that National Steel committed to use, line time
    that it actually used and available line time.  Under the
    Line Access Agreement, invoices for RONE costs are to be
    delivered to National Steel after the end of calendar year
    2003 and payment is due within 10 days of the invoice date.
    RONE costs owing from National Steel total $748,817, which it
    does not dispute.

(4) ROFE Costs

    ROFE represents "return of equity."  Like RONE costs, this
    calculation results from a ration involving line time that
    National Steel committed to use, line time that it actually
    used and available line time.  Under the Line Access
    Agreement, invoices for ROFE costs are to be delivered to
    National Steel after the end of calendar year 2003 and
    payment is due within 10 days of the invoice date.  ROFE
    costs owing from National Steel total $624,014, which is
    not disputed to be owing under the Line Access Agreement.

The Line Access Agreement provides that if NKK is entitled to a
credit or obligated to make an additional payment under the Two
Party Toll Processing Agreement because of a variance in
Processor's actual operating costs vis-.-vis Total Revenues,
which credit or additional payment will not be determined until
after the end of 2003, then NKK is to pay National Steel or
National Steel is to pay NKK a pro rata share.  The pro rata
share is based on the ratio of Adjusted Committed Line Time
during 2003 to Available Line Time during 2003.  The Statement
makes no attempt to provide for an adjustment in favor of or to
the detriment of National Steel.  The Line Access Agreement also
provides that no later than April 30, 2004, National Steel and
NKK are to reconcile all outstanding claims for payment in
accordance with Applicable Policies, including adjustments with
respect to the Blended Rate.  The Statement makes no attempt to
provide for the reconciliation.

According to the Line Access Agreement, payments reflected in the
Statement would be due at various times beginning in June 2003
through April 2004.  However, Galvatek Ontario demanded that
National Steel pay all amounts immediately.

To settle the claim, National Steel proposed, which Galvatek
Ontario and NKK accepted, that it will immediately pay all
amounts due under the Statement, conditioned on National Steel
receiving a $500,000 prepayment discount.

Ms. McManus maintains that the Settlement is warranted because:

   -- National Steel will receive a $500,000 credit to which it
      otherwise may not be entitled;

   -- If JFE, Galvatek Ontario and National Steel were to
      litigate the matter, it is possible that NKK and Galvatek
      Ontario may well be entitled to all amounts due in the
      Statement, plus any applicable interest, without a
      discount in National Steel's favor;

   -- The administrative fee is past due, and a portion of the
      Debt Costs are past due.  Under the Settlement, National
      Steel would be paying the remainder of the Debt Costs and
      the ROFE and RONE charges early.  But National Steel is not
      being charged interest for the past due payments, so while
      National Steel's early payment of certain charges in the
      Statement clearly benefits JFE, the benefit is offset by
      National Steel not being liable for interest on past due
      payments and obtaining a pre-payment discount of more than
      10%; and

   -- It saves the Debtors' estates the additional fees and
      expense to litigate JFE's administrative claims relating to
      the Facilities.

The Official Committee of First Mortgage Bondholders and the
Official Committee of Unsecured Creditors also approved the
Settlement. (National Steel Bankruptcy News, Issue No. 40;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONSRENT INC: Will Pay $2.9 Million to UBS Securities LLC
------------------------------------------------------------
U.S. Bankruptcy Court Judge Walsh directs the Reorganized
NationsRent Debtors to pay $2,900,000 to UBS Securities LLC, as
allowance of compensation for professional services rendered and
for reimbursement of expenses incurred from September 9, 2002
through September 10, 2003.

Judge Walsh makes it clear that the $2,900,000 is in addition to
the Initial Fee of $175,000. (NationsRent Bankruptcy News, Issue
No. 40; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NETBEAM INC: Successfully Emerges from Chapter 11 Proceedings
-------------------------------------------------------------
Netbeam Inc., a high-speed Internet service provider based in
Breckenridge, Colo., emerged from Chapter 11 bankruptcy Friday
after the court confirmed the company's plan for reorganization.

Following the confirmation, Netbeam merged with Peak Speed
Communications, Inc., another Breckenridge based Internet company,
as per the reorganization plan.

Confirmation of the plan opened the door for an investment of
$250,000 from Rock Solid Broadband, as well as a bank credit line
of $320,000 to settle the administrative and secured claims, and
provide working capital going forward.  Unsecured creditors will
be paid out from revenues of the company.

The new ownership of Peak/Netbeam will be: Rock Solid Broadband --
30 percent, investors Alan Peryam and Robert Pulcipher -- 20
percent, Liberty Satellite, a division of Liberty Media -- 15
percent, and the balance owned by JGF Family LLP and others.  The
new board will consist of Robert Bowen, president, Robert
Pulcipher, treasurer, and Netbeam/Peak founder, Gregory A.
Friedman.

Peak Speed has already entered into a joint marketing agreement
with Rock Solid Broadband to market telephone service to customers
in Peak's service areas throughout Colorado.  This agreement will
attach to the new Peak/Netbeam company.  Moving forward, the
company will offer voice and Internet services under the Rock
Solid Broadband name at very competitive prices.

"I am delighted that this chapter is finally closed.  It has been
a long road for us and all the Netbeam customers," said Gregory
Friedman, Netbeam founder.  "Thank you to all our customers and
creditors who stayed with us and worked with us over the last two
and a half years."

"We look forward to moving ahead with the reinvigorated company to
provide service to the residents of Western Colorado, Utah and
Arizona," said Robert Bowen, president.  "Now it is time to go to
work."

Rock Solid Broadband -- http://www.rsbroadband.com-- is a trade
name for Colorado Teleserv, Inc., a licensed CLEC providing
telephone service as well as Broadband Internet to business and
residential customers along Colorado's Front Range.  Depending on
the locality, Rock Solid Broadband delivers its service via
wireless, wire line, and DSL.  The company plans to expand its
footprint across Colorado, Arizona and Utah.

Netbeam Incorporated -- http://www.netbeam.net-- is a provider of
high speed Internet services in Arizona, Colorado and Utah.

Peak Speed Communications -- http://www.peakspeed.com-- is a
provider of engineering, integration and carrier services to the
fixed wireless industry.


OAKWOOD HOMES: Fitch Takes Action on 100 RMBS Note Classes
----------------------------------------------------------
Fitch Ratings upgrades four classes, affirms 40 classes and
downgrades 56 classes of Oakwood Homes manufactured housing
transactions. The rating actions reflect the deteriorating
performance of the manufactured housing pools.

Oakwood Homes is a vertically integrated company that builds,
sells and finances manufactured homes. Fitch has taken numerous
rating actions on the company's manufactured housing bonds since
Nov. 13, 2002 citing poor performance. In addition, Oakwood Homes,
filed for chapter-11 bankruptcy protection on Nov. 15, 2002. Since
the bankruptcy filing Oakwood has continued to service its multi-
billion dollar portfolio of manufactured housing loans. During
this time the company has made changes to servicing practices
which have caused volatility in performance. Losses have been high
due to an increase in loss severities and default rates. Loss
severities have been affected by Oakwood's sole reliance on the
wholesale channel for liquidation of its repossessed homes.
Default rates have been elevated since Oakwood ceased its Loan
Assumption Program in August 2002. Additionally, the timing of
defaults has been accelerated due to the effective elimination of
the use of loan extensions, which has resulted in higher than
expected defaults in recent months. On Nov. 25, 2003, Oakwood
announced that the company's Board of Directors had approved a
sale of all of the company's operations and non-cash assets to
Clayton Homes, Inc., a subsidiary of Berkshire Hathaway Inc.
(rated 'AAA' by Fitch). The sale is expected to close by March
2004 but is subject to the approval of an amendment to the
company's plan of reorganization currently pending in the United
States Bankruptcy Court.

While Fitch feels the acquisition is a positive development, it
remains unclear at this point how the combination of the two
companies will affect specific functions of the Oakwood servicing
platform, and in turn performance. The strong financial condition
of the new parent company should benefit Oakwood's servicing
platform. Currently, it is not yet known whether the Oakwood
transactions will have access to repossession refinance funding
after the acquisition by Clayton. Fitch does, however, recognize
that while the elimination of extensions has increased default
rates, it also increases the positive selection of the pools by
allowing the weaker borrowers to be removed. As it will take some
time before the effects of the proposed acquisition are known,
Fitch will continue to closely monitor developments and the
ongoing performance of the transactions.

     Series 1994-A:

        -- Class A-3 is upgraded to 'AA+' from 'A+'.

     Series 1995-A:

        -- Class A-4 is upgraded to 'AA+' from 'AA';
        -- Class B-1 is downgraded to 'BB+' from 'BBB-'.

     Series 1995-B:

        -- Class A-3 is affirmed at 'AAA';
        -- Class A-4 is upgraded to 'AA+' from 'AA';
        -- Class B-1 is downgraded to 'BB' from 'BBB-'.

     Series 1996-A:

        -- Class A-3 is affirmed at 'AAA'.
        -- Class A-4 is upgraded to 'AA+' from 'AA-'.
        -- Class B-1 is downgraded to 'BB' from 'BBB'.
        -- Class B-2 remains at 'C'.

     Series 1996-B:

        -- Class A-5 is affirmed at 'AAA';
        -- Class A-6 is affirmed at 'AA-';
        -- Class B-1 is downgraded to 'BB-' from 'BBB';
        -- Class B-2 remains at 'C'.

     Series 1996-C:

        -- Class A-5 is affirmed at 'AAA';
        -- Class A-6 is affirmed at 'AA-';
        -- Class B-1 is downgraded to 'BB-' from 'BBB';
        -- Class B-2 remains at 'C'.

     Series 1997-A:

        -- Classes A-4 and A-5 are affirmed at 'AAA';
        -- Class A-6 is affirmed at 'AA-';
        -- Class B-1 is downgraded to 'B-' from 'BB';
        -- Class B-2 remains at 'C'.

     Series 1997-B:

        -- Classes A-4 and A-5 are affirmed at 'AAA';
        -- Class M is affirmed at 'AA';
        -- Class B-1 is downgraded to 'CCC' from 'BB';
        -- Class B-2 remains at 'C'.

     Series 1997-C:

        -- Classes A-3, A-4, A-5 and A-6 are affirmed at 'AAA';
        -- Class M is downgraded to 'A+' from 'AA';
        -- Class B-1 is downgraded to 'CCC' from 'BB';
        -- Class B-2 remains at 'C'.

     Series 1997-D:

        -- Classes A-3, A-4 and A-5 are affirmed at 'AAA';
        -- Class M is downgraded to 'A' from 'AA';
        -- Class B-1 is downgraded to 'CC' from 'B';
        -- Class B-2 remains at 'C'.

     Series 1998-B:

        -- Classes A-3, A-4 and A-5 are downgraded to
              'AA-' from 'AAA';
        -- Class M-1 is downgraded to 'BB-' from 'BBB';
        -- Class M-2 is downgraded to 'CC' from 'B';
        -- Class B-1 is downgraded to 'C' from 'CCC'.

     Series 1998-C:

        -- Classes A-1, A-1A are downgraded to 'AA-' from 'AAA';
        -- Class M-1 is downgraded to 'BB-' from 'BBB';
        -- Class M-2 is downgraded to 'CC' from 'B';
        -- Class B-1 remains at 'C';
        -- Class B-2 remains at 'C'.

     Series 1999-A:

        -- Class A-2 is affirmed at 'AAA';
        -- Class A-3 is downgraded to 'AA-' from 'AAA';
        -- Class A-4 and A-5 are downgraded to 'A-' from 'AAA';
        -- Class M-1 is downgraded to 'BBB-' from 'AA-';
        -- Class M-2 is downgraded to 'CCC' from 'BB';
        -- Class B-1 is downgraded to 'CC' from 'CCC';
        -- Class B-2 remains at 'C'.

     Series 1999-B:

        -- Class A-2 is affirmed at 'AAA';
        -- Class A-3 is downgraded to 'AA-' from 'AAA';
        -- Class A-4 is downgraded to 'BBB+' from 'AA+';
        -- Class M-1 is downgraded to 'B' from 'BBB';
        -- Class M-2 is downgraded to 'CC' from 'B';
        -- Class B-1 remains at 'C';
        -- Class B-2 remains at 'C'.

     Series 1999-C:

        -- Class A-2 is downgraded to 'BBB+' from 'AA+';
        -- Class M-1 is downgraded to 'B' from 'BBB';
        -- Class M-2 is downgraded to 'CC' from 'B';
        -- Class B-1 remains at 'C'.

     Series 1999-E:

        -- Class A-1 is downgraded to 'BBB' from 'AA+';
        -- Class M-1 is downgraded to 'B' from 'BBB';
        -- Class M-2 is downgraded to 'CC' from 'B';
        -- Class B-1 is downgraded to 'C' from 'CCC';
        -- Class B-2 remains at 'C'.

     Series 2000-A:

        -- Class A-2 is downgraded to 'AA-' from AAA';
        -- Class A-3 is downgraded to 'A-' from 'AAA';
        -- Class A-4 is downgraded to 'BBB' from 'AA+';
        -- Class A-5 is downgraded to 'BBB' from 'AA';
        -- Class M-1 is downgraded to 'B' from 'BBB';
        -- Class M-2 is downgraded to 'CC' from 'B';
        -- Class B-1 is downgraded to 'C' from 'CCC';
        -- Class B-2 remains at 'C'.

     Series 2000-B:

        -- Class A-1 is downgraded to 'BB-' from 'BBB';
        -- Class M-1 is downgraded to 'CC' from 'B';
        -- Class B-1 is downgraded to 'C' from 'CCC';
        -- Class B-2 remains at 'C'.

     Series 2000-D:

        -- Class A-2 is affirmed at 'AAA';
        -- Class A-3 is downgraded to 'AA+' from 'AAA';
        -- Class A-4 is downgraded to 'BBB' from 'AAA';
        -- Class M-1 is downgraded to 'B-' from 'BBB-';
        -- Class M-2 is downgraded to 'CC' from 'B-';
        -- Class B-1 remains at 'C'.

     Series 2001-B:

        -- Class A-2 is affirmed at 'AAA';
        -- Classes A-3 and A-4 are downgraded to 'AA-' from 'AA';
        -- Class M-1 is downgraded to 'BB-' from 'A';
        -- Class M-2 is downgraded to 'CC' from 'B';
        -- Class B-1 is downgraded to 'C' from 'CCC'.


ON COMMAND: Closes Asset Sale Transaction with Liberty Media
------------------------------------------------------------
On Command Corporation (OTC Bulletin Board: ONCO), a leading
provider of in-room interactive entertainment for the hotel
industry and its guests, closed its previously announced
transaction with Liberty Media Corporation, pursuant to which
Liberty Media will acquire all the shares of On Command common
stock that are not already beneficially owned by Liberty Media and
its subsidiaries, is currently expected to occur on December 5,
2003 following On Command's Special Meeting of Stockholders.

The closing is contingent upon approval of the transaction by On
Command's stockholders and other customary closing conditions, and
the closing date is subject to change.

If the transaction is in fact completed on December 5, 2003, On
Command shareholders who have not validly exercised their
appraisal rights will have the right to receive .175 of a share of
Liberty Media Series A common stock in exchange for each share of
On Command common stock held on December 5, 2003. Such ratio is
based on the average closing price of Liberty Media Series A
common stock for the five trading days ending on the third trading
day prior to the closing date.  Accordingly, if the closing occurs
after December 5, 2003, the final ratio may change in accordance
with the terms of the previously disclosed merger agreement
between On Command and Liberty Media.

On Command Corporation -- http://www.oncommand.com-- is a leading
provider of in-room entertainment technology to the lodging and
cruise ship industries. On Command is a majority-owned subsidiary
of Liberty Satellite & Technology, Inc., a wholly-owned subsidiary
of Liberty Media Corporation.  On Command entertainment services
include:  on-demand movies; television Internet services using
high-speed broadband connectivity; television email; short form
television features covering drama, comedy, news and sports;
PlayStation video games; and music-on-demand services through
Instant Media Network, a majority-owned subsidiary of On Command
Corporation and the leading provider of digital on-demand music
services to the hotel industry.  All On Command products are
connected to guest rooms and managed by leading edge video-on-
demand navigational controls and a state-of-the art guest user
interface system.  The guest menu system can be customized by
hotel properties to create a robust platform that services the
needs of On Command hotel partners and the traveling public.  On
Command and its distribution network services more than 1,000,000
guest rooms, which touch more than 300 million guests annually.

On Command's direct served hotel properties are located in the
United States, Canada, Mexico and Spain.  On Command distributors
serve cruise ships operating under the Royal Caribbean, Costa and
Carnival flags.  On Command hotel properties include more than 100
of the most prestigious hotel chains and operators in the lodging
industry:  Accor, Adam's Mark Hotels & Resorts, Fairmont, Four
Seasons, Hilton Hotels Corporation, Hyatt, Loews, Marriott
(Courtyard, Renaissance, Fairfield Inn and Residence Inn),
Radisson, Ramada, Six Continents Hotels (Inter-Continental, Crowne
Plaza and Holiday Inn), Starwood Hotels & Resorts (Westin,
Sheraton, W Hotels and Four Points), and Wyndham Hotels & Resorts.

At September 30, 2003, On Command's balance sheet shows a total
shareholders' equity deficit of about $46 million.


OWENS-ILLINOIS: Appoints Wilkison and Young as Interim Co-CEOs
--------------------------------------------------------------
The Board of Directors of Owens-Illinois, Inc. (NYSE: OI) has
named Terry L. Wilkison and Thomas L. Young as Interim co-Chief
Executive Officers of the Company, to take office when Joseph H.
Lemieux, the current CEO, retires at the end of this year.

Mr. Wilkison is the Executive Vice President and General Manager
of the Plastics Group and Mr. Young is the Executive Vice
President and Chief Financial Officer of the Company.

Mr. Lemieux had advised the Board in July of his plans to retire
effective December 31, 2003. He will remain Chairman of the
Company.  The Board is continuing its search for a permanent CEO.
Mr. Lemieux, 72, is a 46-year veteran of Owens-Illinois.  He
became CEO in 1990 and Chairman in 1991.

Both Terry Wilkison and Thomas Young are long-time executives of
Owens-Illinois.  Mr. Wilkison, 62, joined the Company in 1963.
Prior to heading the Plastics Group, he served from 1998 to 2000
as Executive Vice President of Latin American Operations, a role
he took after spending four years heading the Company's Domestic
Packaging Operations.  Mr. Young, 59, joined the legal department
of Owens-Illinois in 1976.  He has since served in a variety of
senior administrative positions, including spending ten years as
General Counsel before becoming CFO in March 2003.  He is a
Director of the Company.  Mr. Young also is a director of Manor
Care, Inc., (NYSE: HCR).  Mr. Young will continue to serve as the
Chief Financial Officer of the Company.

Mr. Lemieux said, "Having spent nearly a half-century at Owens-
Illinois, I am pleased to be retiring when the Company is in a
strong position.  We are very fortunate that Terry and Tom, both
highly experienced executives who have made enormous contributions
to Owens-Illinois, have agreed to share the chief executive
responsibilities until my permanent successor is appointed.  I
feel confident that the combination of their operating and
administrative expertise positions the Company well while the
Board continues to search for an executive who can best lead
Owens-Illinois into the future.  As Chairman, I will work to
ensure a smooth transition to the new management."

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

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


PEABODY ENERGY: Names Michael Crews Financial Planning Director
---------------------------------------------------------------
Peabody Energy (NYSE: BTU) announced several management changes in
its finance and accounting group that will become effective in
January 2004.

Michael C. Crews has been named director of financial planning.
He has served in financial reporting and controller positions with
Peabody since joining the company in 1998 and was most recently
assistant controller - corporate.  Crews previously held
management positions with MEMC Electronic Materials and KPMG Peat
Marwick.  Crews has a bachelor's degree in accountancy from the
University of Missouri - Columbia and is completing an MBA from
Washington University.  He is a certified public accountant.
Crews will report to Vice President - Finance and Controller L.
Brent Stottlemyre.

Gary T. Kacich has been named assistant treasurer.  In his new
position, Kacich will be involved in long-term financing, bank and
lender relations, as well as employee benefit plan investment
management.  Kacich joined the company in 1995, and has served in
various accounting and financial positions within Peabody, most
recently as director of financial planning.  He was formerly an
accounting manager at Mallinckrodt and an audit manager with Ernst
& Young.  Kacich has a bachelor's degree in accountancy from the
University of Missouri - Columbia and is a certified public
accountant.  Kacich will report to Vice President and Treasurer
Walter L. Hawkins.

Bradley E. Phillips has been named assistant controller -
corporate. Phillips joined the company in 1996 and has held
various finance and accounting positions, most recently serving as
director of financial reporting.  Phillips had previously served
as a senior accountant with KPMG Peat Marwick and an internal
auditor with A.G. Edwards & Sons.  He holds a bachelor's degree in
accountancy from Western Illinois University in Macomb and is a
certified public accountant and certified management accountant.
He will report to Stottlemyre.

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


PENN TRAFFIC: Wants Court Approval to Sell Nine Big Bear Stores
---------------------------------------------------------------
The Penn Traffic Company (OTC: PNFTQ.PK) is seeking permission
from the U.S. Bankruptcy Court for the Southern District of New
York in White Plains to sell nine Big Bear supermarkets in Ohio by
the middle of December.

Penn Traffic is asking the court to approve the sale of a group of
five of Penn Traffic's Big Bear supermarkets to Giant Eagle for
approximately $40,250,000 and a different group of two stores to
Giant Eagle for approximately $6,500,000. Penn Traffic also
intends to sell its Big Bear in The Plains to Bob Bay and Son Co.;
and the Chillicothe Big Bear to Needler Enterprises, Inc. Penn
Traffic said that it has rejected a previous bid by Kroger Co. to
purchase 11 Big Bears.

These sales agreements are a result of the auction of the assets
of the Big Bear division that Penn Traffic held earlier this week.
"There may be further sales of Big Bear assets in the future,"
said Steven G. Panagos, Penn Traffic's Interim Chief Executive
Officer.

Penn Traffic and its affiliates filed voluntary petitions for
reorganization under chapter 11 of the U.S. Bankruptcy Code on May
30, 2003. "We are selling these stores as part of our efforts to
emerge from chapter 11 as quickly as possible as a stronger, more
competitive company," said Mr. Panagos.

The Penn Traffic Company operates 211 supermarkets in Ohio, West
Virginia, Pennsylvania, upstate New York, Vermont and New
Hampshire under the Big Bear, Big Bear Plus, BiLo, P&C and Quality
trade names. Penn Traffic also operates a wholesale food
distribution business serving 75 licensed franchises and 42
independent operators.


PG&E NAT'L: USGen Gets Clearance for Waterford Tax Settlements
--------------------------------------------------------------
The Town of Waterford, Vermont listed the real estate owned by
USGen New England Inc. in Waterford on its Grand List, effective
April 1, 2002, at the total value for tax purposes of
$31,330,829.  USGen disputed the listed value of the real estate
and appealed the listing before the Caledonia Superior Court in
Vermont for de novo review.  The State of Vermont intervened in
the Waterford Appeal.

Rather than litigate further the issues presented by the
Waterford Appeal, USGen, Waterford and Vermont negotiated a
settlement embodied in:

   (1) an Agreement and Stipulated Judgment Order between USGen,
       Waterford and Vermont; and

   (2) a companion agreement between USGen and Waterford
       addressing specific local issues associated with
       transitional support that is part of the settlement.

The two Agreements together resolve the Grand List value of all
of USGen's real estate in Waterford as of April 1, 2002 and as of
April 1, 2003.

The Waterford Settlement Agreements provides, in pertinent part,
that:

   (a) all of USGen's real property in Waterford will be listed
       on the Waterford Grand List as of April 1, 2002 and as of
       April 1, 2003 at a $19,987,129 listed value, in contrast
       to the previously listed value of $31,330,829;

   (b) all of USGen's real property in Waterford will be listed
       on the Equalized Education Listing certified effective as
       of January 1, 2003 for Waterford at a $21,148,163 fair
       market value; and

   (c) USGen will be entitled to a $164,088 partial refund for
       the 2002 taxes paid to Waterford -- which were paid based
       on the $31,330,829 listed value -- and will be credited
       toward the October 2003 property tax payment due to
       Waterford.

According to Craig A. Damast, Esq., at Blank Rome LLP, in New
York, the Waterford Settlement Agreement lowers the current Grand
List value of USGen's real property in Waterford by 36% with a
resulting material reduction in USGen's 2003 tax liability from
$580,000 annually to $450,000 annually.  The Waterford Settlement
Agreement also refunds to USGen $164,088 of the property tax
payment made in October 2002, to be applied as a credit toward
USGen's October 2003 tax bill.

The Debtors believe that the Waterford Settlement Agreement is a
fair and reasonable resolution of the issues.

At the Debtors' request, the Court approved the Agreement. (PG&E
National Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


POSSIBLE DREAMS: Sell Non-Real Estate Assets to Willitts Design
---------------------------------------------------------------
Security Capital Corporation (AMEX: SCC) announced that on
November 30, 2003, Possible Dreams, Ltd., a subsidiary of Security
Capital Corporation, sold all of its non-real estate assets to
Willitts Designs International, Inc., for $5,976,000 in cash.

The cash proceeds were used to pay down Possible Dreams' senior
bank indebtedness. This asset sale was approved by the United
States Bankruptcy Court for the Eastern Division of the District
of Massachusetts in a ruling under a single closed bidding
procedure previously filed with the court concurrent with Possible
Dreams' filing for protection under Chapter 11 of the Bankruptcy
Code in the United States Bankruptcy Court for the Eastern
Division of the District of Massachusetts.

The Company anticipates that the sale should not have a
significant impact upon the business, financial condition or
results of operations of the Company.

Willitts Designs International, Inc. is a collectibles, giftware
and home decor company based in Petaluma, California. Possible
Dreams is the Company's subsidiary which operates as a designer,
importer, and distributor of collectible and fine quality
figurines and, to a lesser extent, other specialty giftware. As
noted in the Company's Form 10-Q for the quarter ended September
30, 2003, Possible Dreams filed for protection under Chapter 11 of
the Bankruptcy Code in the United States Bankruptcy Court for the
Eastern Division of the District of Massachusetts on October 22,
2003. That document further stated that the Company was seeking
buyers for the assets of Possible Dreams, and there was a bidding
procedure under Chapter 11 that had been filed with the court.
This procedure provided the steps for any bidder to do the
appropriate due diligence and to submit a bid by November 18,
2003. Willitts Designs International, Inc. submitted its bid
through this process.

Security Capital Corporation operates three other subsidiaries in
three distinct business segments. The Company participates in the
management of its subsidiaries while encouraging operating
autonomy and preservation of entrepreneurial environments. The
three business segments of SCC are employer cost containment and
health services, educational services, and seasonal products.
Possible Dreams is a portion of the Company's seasonal products
segment.


PRINCETON COMMUNITY HOSPITAL: S&P Cuts Rating to B- over Losses
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'B-' from
'B+' on $45.16 million of series 1993 and 1999 bonds issued by
Princeton, West Virginia. for Princeton Community Hospital. The
outlook is stable.

The bonds are secured by a revenue pledge of PCH. PCH is
consolidated along with other entities, including St. Luke's
Hospital, a group of long-term care facilities, and a foundation.

"The rating reflects continued sizable operating losses, driven by
an inability to turn around operations at St. Luke's Hospital and
a worsening of results at Princeton Community Hospital, and
consistent failure to reach budget targets," said Standard &
Poor's credit analyst Liz Sweeney.

Factors that continue to be reflected in the rating include thin
liquidity, although there is a measurable amount of restricted
cash tied up as collateral for certain debt and lines of credit,
some of which may be released soon, and a severely underfunded
pension plan, which is the result of stock market fluctuations and
which will require the hospital to make cash contributions in
fiscal 2004 for the first time in several years, further straining
liquidity. In addition, weak demographic factors, including a
declining population and below-average income levels, affect the
rating.

The pending sale of an affiliated long-term care facility, along
with some consultant-assisted turnaround efforts at PCH, provide
some opportunity to modestly improve the financial profile of the
organization by reducing debt, releasing some restricted funds,
and eliminating the potential for operating losses at those
affiliates. However, the majority of the operating losses and debt
are at PCH and St. Luke's Hospital, and significant operational
improvement will be necessary at both facilities to ensure long-
term viability. Failure to measurably improve operations over the
next one to two years, or a further decline in liquidity, could
cause the rating to fall further.


QWEST COMMS: Increases Debt Securities Tender Offer to $3 Bill.
---------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) and its wholly
owned subsidiaries, Qwest Capital Funding, Inc., and Qwest
Services Corporation announced that, due to strong participation,
they have increased the size of their pending offers to purchase
specified series of their outstanding debt securities for cash
from $2.25 billion to $3.0 billion aggregate principal amount of
Notes.

A total of approximately $3.1 billion in aggregate principal
amount of Notes were tendered prior to 5:00 p.m., Eastern Standard
Time, on Thursday, December 4, 2003.

"The success of this tender marks another significant step in our
plan to improve our financial position," said Oren G. Shaffer,
Qwest vice chairman and CFO.  "Once we complete this transaction,
we will have reduced total debt by nearly $8 billion over the past
year."

The Companies are now offering to purchase up to $625 million
aggregate principal amount of their Notes maturing in 2005 through
2007, up to $1.8 billion aggregate principal amount of their Notes
maturing in 2008 through 2011 and up to $620 million aggregate
principal amount of their Notes maturing in 2014 through 2031.

"This $3.0 billion tender will reduce interest expense by over
$200 million annually," said Janet K. Cooper, Qwest senior vice
president and treasurer.  "This represents one of the largest debt
tenders in the last 10 years."

As of the Early Participation Payment Deadline, investors had
tendered approximately $571 million aggregate principal amount of
their Notes maturing in 2005 through 2007, approximately $1.804
billion aggregate principal amount of their Notes maturing in 2008
through 2011 and approximately $736 million aggregate principal
amount of their Notes maturing in 2014 through 2031.

No other terms of the Offers have been amended.  Holders of Notes
of any series validly tendered after the Early Participation
Payment Deadline but on or prior to midnight, Eastern Standard
Time, on Friday, December 19, 2003 will receive the Tender Offer
Consideration for that series shown in the table above, if such
Notes are accepted for purchase.  Holders of Notes of any series
validly tendered prior to the Early Participation Payment Deadline
will receive the Tender Offer Consideration for that series shown
in the table above, plus an early participation payment of $20.00
per $1,000 principal amount of Notes, if such Notes are accepted
for purchase.

The Companies also announced that requisite consents to adopt the
proposed amendments to the indentures relating to QCII's
outstanding 7.25% Senior Notes due 2008 and 7.50% Senior Notes due
2008 have been received and that supplemental indentures
containing such amendments have been executed by the Companies and
the indenture trustee.

In the event that the Offers for any of the three classes of
maturities described in the table above are oversubscribed,
tenders of Notes within that class will be subject to proration.
The Companies will accept tendered Notes of each series within the
applicable class of maturities according to the order of priority
specified for that series.  Therefore, all tendered Notes of a
higher priority within a class will be accepted before any
tendered Notes of a lower priority within that class are accepted.
For a particular series of Notes that has some, but not all,
tendered Notes accepted, all tenders of Notes of that series will
be accepted on a pro rata basis according to the principal amount
tendered.

The Companies also announced that, in connection with the
foregoing oversubscription procedures, none of the tendered QSC
14.00% Notes due 2014 will be accepted and all of these Notes will
be returned to holders as soon as practicable.

Notes tendered pursuant to the Offers may no longer be withdrawn.
Settlement of the Offers is expected to occur promptly after
expiration of the Offers.

QCII has received an amendment on the Qwest Services Corporation
credit facility in order to facilitate the tender.  As part of the
amendment, QCII has also received a waiver extending the financial
reporting requirements of its subsidiaries from December 31, 2003
to no later than January 31, 2004.

The complete terms and conditions of the Offers are set forth in
an Offer to Purchase dated November 19, 2003, as amended by a
Supplement dated December 5, 2003, that is being sent to holders
of Notes.  Holders are urged to read the tender offer documents
carefully.  Copies of the Offer to Purchase, including the
Supplement, and the Letter of Transmittal may be obtained from the
Information Agent for the Offers, Global Bondholder Services
Corporation, at (866) 873-6300 (US toll-free) and (212) 430-3774
(collect).

Banc of America Securities LLC and Goldman, Sachs & Co. are the
Joint Lead Dealer Managers for the Offers and Lehman Brothers Inc.
is the Co-Dealer Manager for the Offers.  Questions regarding the
Offers may be directed to Banc of America Securities LLC, High
Yield Special Products, at (888) 292-0070 (US toll-free) and (704)
388-4813 (collect) or Goldman, Sachs & Co., Credit Liability
Management Group, at (800) 828-3182 (toll-free) and (212) 902-
4419.

Qwest Communications International Inc. (NYSE: Q) -- whose
December 31, 2002 balance sheet shows a total shareholders' equity
deficit of about $1 billion -- is a leading provider of voice,
video and data services to more than 25 million customers.  The
company's 47,000 employees are committed to the "Spirit of
Service" and providing world-class services that exceed customers'
expectations for quality, value and reliability.  For more
information, please visit the Qwest Web site at
http://www.qwest.com/


REPUBLIC ENGINEERED: Reaches Agreement to Sell Assets to Perry
--------------------------------------------------------------
Republic Engineered Products LLC announced that a tentative
agreement has been reached for the sale of the company's assets to
PAV Republic Inc., a new company formed by Perry Strategic Capital
Inc.

"We are optimistic that we will be able to move forward, assure a
continued source of supply for our customers and provide job
security for our employees," said Joseph F. Lapinsky, president
and chief executive officer of Republic.

The agreement is the result of three days of negotiations between
Republic, its secured creditors, unsecured creditors, the United
Steelworkers union and Perry.  It is still subject to document
finalization, resolution of valuation issues and final approval by
the U.S. Bankruptcy Court administering Republic's case in Akron,
Ohio.

As part of the agreement, Perry would operate all of Republic's
plants and honor the existing labor contract with the United
Steelworkers of America.

Republic declared Perry, a New York-based investment firm, as the
winner of an auction that began Wednesday.

Perry Strategic Capital is the private equity arm of Perry
Capital, a private investment firm formed in 1988 to focus on
alternative investments. Perry manages more than $5 billion in
assets, including publicly traded equity and debt securities,
private equity, and real estate. The firm manages dedicated
industry-focused portfolios and seeks to develop strong
relationships with management of companies in which it invests.
Perry employs more than 75 professionals and support staff at
offices in New York and London.

Republic Engineered Products LLC is North America's leading
supplier of special bar quality steel, a highly engineered product
used in axles, drive trains, suspensions and other critical
components of automobiles, off- highway vehicles and industrial
equipment.  With headquarters in Fairlawn, Ohio, the company
operates steelmaking centers in Canton and Lorain, Ohio, and
value-added rolling and finishing facilities in Canton, Lorain and
Massillon, Ohio; Lackawanna, N.Y.; and Gary, Ind., Republic
employs more than 2300 people.


SABRATEK LIQUIDATING: Suit Against KPMG is Closer to Trial
----------------------------------------------------------
Chief Judge Kocoras received nine pretrial motions in limine in
Sabratek Liquidating, LLC's lawsuit against KPMG LLP.  A pretrial
motion in limine seeks to exclude certain evidence from being
presented during the course of the trial.  Sabratek brought two
motions and KPMG brought seven.

Lawyers at Bickel & Brewer in Dallas, Texas, and McCloskey & Moody
in Chicago, represent Sabratek.  The law firm of Sidley, Austin,
Brown & Wood in Chicago, represents KPMG.  The lawsuit pends
before the U.S. District Court for the Northern District of
Illinois, Eastern Division (No. 01 C 9582).

                       Sabratek Who?

Sabratek Corp., a manufacturer of healthcare products, filed for
Chapter 11 bankruptcy protection in Delaware in December 1999.  On
April 19, 2001, Judge Walrath confirmed the company's Second
Amended Joint Plan of Liquidation.  Under the plan, all assets of
the estates are to be liquidated and converted to cash (or
abandoned) and the cash is distributed to creditors in order of
their priority.  Sabratek Corp.'s pre-bankruptcy conduct has been
the subject of several lawsuits and opinions, which detail the
story of Sabratek Corp.'s eventual demise.   See, e.g., Geinko v.
Padda, 2001 WL 1163728 (N.D. Ill. 2000).  Sabratek Liquidating,
LLC, is a limited liability corporation formed under Delaware law,
and is the successor in interest to Sabratek Corp. pursuant to the
Plan.

                    KPMG's Alleged Schemes

KPMG provided accounting, auditing and consulting services to
Sabratek Corp. from 1997 to 1999.  Sabratek alleges that in the
course of providing these services, KPMG put together schemes to
allow Sabratek Corp. to manipulate its earnings and improve the
appearance of its balance sheet.   Sabratek Corp.'s true financial
state eventually became known, revealing an earnings deficiency of
around $39 million.  The company filed for bankruptcy protection,
and the lawsuits began their march through the courts.

Sabratek's lawsuit charges KPMG with negligence, negligent
misrepresentation, breach of contract.  Sabratek made some initial
fraud-related claims, but Judge Kocoras dismissed those some time
ago.

                Examining Motions in Limine

Judge Kocoras explains that the authority of a federal district
court to manage trials includes the power to exclude evidence
pursuant to motions in limine.  The federal district court,
however, has the power to exclude evidence pretrial only when that
evidence is clearly inadmissible on all potential grounds.  Falk
v. Kimberly Services, Inc., 1997 WL 201568 (N.D. Ill. 1997);
Hawthorne Partners v. AT&T Technologies, Inc., 831 F. Supp. 1398,
1400 (N.D. Ill. 1993).  Judge Kocoras cautions that a district
court must be mindful that some proposed evidentiary submissions
can't be accurately evaluated in a pretrial context via a motion
in limine.  For this reason, the judge explains, certain
evidentiary rulings should be deferred to trial so that questions
of foundation, relevancy and potential prejudice may be resolved
in a proper context.  Hawthorne Partners at 1400.  Therefore,
continues Judge Kocoras, denial of a motion in limine does not
automatically mean that all evidence contemplated by the pretrial
motion will be admitted at trial.  Instead, the court will
entertain objections to individual proffers of evidence as they
occur at trial -- some of the former motions in limine will be
granted, others denied.  Judge Kocoras remind the parties that
"the district judge is free, in the exercise of sound judicial
discretion, to alter a previous in limine ruling."  Luce v. U.S.,
469 U.S. 38, 41-42 (1984).

              Sabratek's Evidentiary Objections

   (A) A Dozen Undisputed Exclusions

Judge Kocoras relates that Sabratek filed an omnibus motion in
limine, consisting of twenty-five requests, each delineating an
area or category regarding general trial matters.   KPMG does not
object to the barring of 12 categories of evidence among the 25,
provided their exclusion applies equally to both KPMG and
Sabratek.   Some examples of the 12 undisputed requests are:

     (1) Any reference to the personal beliefs or
         opinions of counsel;

     (2) Any reference to the fact that parties or
         their counsel have conducted or are conducting
         jury research in connection with this case;

     (3) Any reference to any mediation of this case,
         or to any statements or conduct in connection
         with any mediation of this case; and

     (4) Any reference to discovery disputes between
         the parties and any documents or items
         subject to a discovery dispute.

Judge Kocoras grants the undisputed requests for 12 of the 25
categories, provided that Sabratek reciprocally refrains from
introducing such evidence.

   (B) A Baker's Dozen of Disputed Exclusions

KPMG disputes the barring of any evidence as to the remaining 13
of the 25 requests or categories contained in Sabratek's pretrial
motion to exclude evidence regarding general trial matters.  Some
examples of these 13 disputed requests, accompanied by Judge
Kocoras's ruling in each instance, are:

     (1) Sabratek's First Request seeks to preclude
         "any evidence that would tend to inform the
         jury of the effect of their answers to any
         jury instructions."  Judge Kocoras denies
         this request, because  parties' counsel
         are entitled to make arguments consistent
         with instructions concerning jury
         interrogations.

     (2) Sabratek's Third Request seeks to preclude
         "any argument or insinuation concerning a
         witness not called by Sabratek but equally
         available to KPMG, including suggestions
         that (i) Sabratek should have called such
         witness; (ii) Sabratek would have called such
         witness if such testimony would have helped
         Sabratek; or (iii) the testimony of any
         witness would have been unfavorable to
         Sabratek or favorable to KPMG."  Judge
         Kocoras denies this request, without
         prejudice, but rules it may be resubmitted
         at trial, when it can be resolved in a
         fuller context.

     (3) Sabratek's Fifth Request seeks to preclude
         "any reference to the outcome of other
         litigation in which Sabratek or any entity
         in which it was or is associated has been a
         party."  Judge Kocoras denies this request as
         overly broad, since evidence of this nature
         potentially could be admissible under Federal
         Rule of Evidence 404(b).

     (4) Sabratek's Twenty-Fifth Request seeks to
         preclude "any reference that Sabratek is a
         successor to Sabratek Corporation."  Judge
         Kocoras grants this request, ruling that "It
         already has been established that Sabratek is
         the successor in interest to Sabratek
         Corporation."   And while this fact certainly
         is of legal relevance, says the judge, as it
         allows Sabratek to assert the claims of
         Sabratek Corp., it is not a fact that is
         relevant to the jury's evaluation of the
         underlying claims at issue.  For this reason
         it is inadmissable pursuant to Federal Rules of
         Evidence 401 and 402.

                KPMG's Motions In Limine

KPMG presented seven motions in limine for Judge Kocoras'
disposition.  Some examples of KPMG's motions and the evidentiary
principles which Judge Kocoras considers in his rulings on KPMG's
pretrial motions to exclude evidence in the approaching trial,
are:

     (a) KPMG's First Motion In Limine seeks to limit
         the testimony of Henry F. Owsley, one of
         Sabratek's expert witnesses, in order to
         preclude him from offering testimony about
         reasonably prudent directors as well as the
         quality of KPMG's audit work.   KPMG asserts
         Mr. Owsley's opinions are irrelevant, and that
         his qualifications and his proposed testimony's
         principles and methods do not satisfy Federal
         Rule of Evidence 702.  Sabratek counters that
         Mr. Owsley is well qualified as an expert and
         that his testimony is relevant as to the
         application of the business judgment rule.

         Judge Kocoras denies KPMG's motion in limine,
         without prejudice.  The motion may be
         resubmitted at trial, where the Court will
         entertain brief oral argument; in this way,
         Judge Kocoras explains, questions concerning
         the relevancy of and qualifications behind
         Mr. Owsley's testimony can be resolved in
         a more appropriate context.

     (b) KPMG's Fourth Motion In Limine seeks to bar
         Sabratek from introducing KPMG's internal audit
         manuals and guidelines into evidence or from
         making reference to these materials at trial.
         KPMG argues that its internal audit manuals are
         irrelevant because Generally Accepted Accounting
         Principles are what determine the duties and
         standards of care at issue.

         Judge Kocoras, however, observes that KPMG's
         internal standards and procedures could have
         potential relevance as to Sabratek's negligence
         claims.  More specifically, they could shed
         light on KPMG's knowledge of applicable
         accounting standards employed and whether the
         result of its conduct was foreseeable.  In
         addition, these manuals could be used as
         potential impeachment evidence.  For these
         reasons, KPMG's motion in limine is denied.

     (c) KPMG's Fifth Motion In Limine seeks to bar
         Sabratek from presenting "evidence regarding,
         or referring in argument to, auditing and
         financial reporting irregularities recently
         reported in the media, such as those relating
         to Enron and Arthur Andersen, and to any
         allegations against KPMG involving different
         clients."

         KPMG is correct, Judge Kocoras rules.  The
         improper conduct of other firms, such as
         Arthur Andersen, has little, if any relevance
         to KPMG's conduct at issue in the present case.
         The probative value of references to the
         accounting scandals of the past few years is
         substantially outweighed by the risk of unfair
         prejudice that could be given to such evidence
         by the jury.  For this reason, Judge Kocoras
         rules that this aspect of KPMG's motion in
         limine is granted.  See Federal Rule of Evidence
         404(b).  And if Sabratek wishes to allude to
         improper accounting practices by parties other
         than KPMG, Judge Kocoras indicates, it must
         first request permission from the court.

KPMG also requests, in its Fifth Motion In Limine, that the court
bar references to any allegations involving KPMG and other
clients.  Judge Kocoras writes that references to prior bad acts
are allowed, however, in certain circumstance pursuant to Federal
Rule of Evidence 404(b).  Because of the potential admissibility
of evidence relating to KPMG's conduct vis-a-vis other clients,
this aspect of KPMG's Fifth Motion In Limine is denied.


SAFETY-KLEEN CORP: Sues Ashland Inc. to Recover $3.7 Million
------------------------------------------------------------
The Safety-Kleen Debtors ask the Court to require Ashland, Inc. to
turn over the $3,680,000 that Ashland owes to Debtor Safety-Kleen
Systems, Inc., under a Services Agreement and the Stock Purchase
Agreement.  Systems seeks to recover:

       (a) $1,250,000 that Ashland owes under a Valvoline
           Instant Oil Change Waste Materials Collection
           Agreement entered into by Systems and Valvoline
           Instant Oil Change, a division of Ashland, on
           September 1, 1999, for services performed in 2002;
           and

       (b) $2,430,000 that Ashland owes under a stock purchase
           agreement they entered on August 25, 1999.

                     The Services Agreement

Under the Services Agreement, Gregg M. Galardi, Esq., at Skadden
Arps Slate Meagher & Flom LLP, tells the Court that Ashland is
obligated to pay for the services Systems performed for and on its
behalf from January 2002 through October 2002.  Among other
things, Systems collected, received, acquired, handled,
transported, stored, treated, used, marketed, recycled and
disposed of various waste materials and products from Ashland's
sites.  Systems continued to perform the Services for Ashland
after the Petition Date.

Ashland made payments for services performed through March 2002 --
with the last payment received on or about April 29, 2002.
Ashland did not make payments for services that were performed
after March 31, 2002.  The total amount outstanding under the
Services Agreement is $1,250,058.  In 2002, Systems invoiced
Ashland for services performed under the Services Agreement from
April 2002 through October 2002.

                     Stock Purchase Agreement

Under the Stock Purchase Agreement, Ashland sold to Systems all of
the issued and outstanding shares of capital stock of Ecogard.
The primary business was the collection of used oil, used oil
filters, and spent antifreeze from waste generators and the
recycling of the collected materials.  The purchase price that
Systems was required to pay for the Ecogard Stock was comprised
of:

       (a) a $20,000,000 preliminary purchase price;

       (b) an Adjustment Amount; and

       (c) an Incentive.

The Stock Purchase Agreement also provided for additional payments
to be made to Systems.  Mr. Galardi says that Systems made the
$20,000,000 preliminary purchase price payment to Ashland in
accordance with the terms of the Stock Purchase Agreement.

                     The Adjustment Amount

Mr. Galardi reports that Ashland owes Systems $1,810,000 for the
Adjustment Amount.  Under the Stock Purchase Agreement, Ashland
was required to pay to Systems the Adjustment Amount of any
increases or decreases in working capital from the date of the
balance sheet to the date of closing, less certain amounts from
sales of certain inventory.  Based on the closing financial
documents provided to Systems as of the closing date, Ashland owed
Systems $986,000 for working capital adjustments based on the
difference in Ecogard's Current Assets, net of cash, less its
Current Liabilities.

In addition, during the period of September 1999 through December
1999, Systems became aware that Ashland understated Ecogard's
accounts payable.  In the early part of 2000, Systems and Ashland
discussed the understated accounts payable and it was determined
that the Working Capital Adjustments were understated by more than
$824,000. Accordingly, the Working Capital Adjustments that
Ashland owed to Systems was $1,810,000 -- not $986,000.

Therefore, Ashland owes to Systems an amount not less than
$1,810,000 as the Adjustment Amount.

                         The Incentive

The Stock Purchase Agreement provided that Systems would pay the
Incentive to Ashland as compensation for the purchase of the
Ecogard Stock.  The Incentive, which was designed as a deferred
payment, was defined in the Marketing Agreement as payment
structure to be paid based on a formula of increased revenues
relating to certain retail and "do-it-yourself" customers.

Mr. Galardi relates that the deferred compensation was set at
$2,700,000 to be paid over a period of up to five years.  Payments
were to be made yearly, with greater payments to be made earlier
if revenues substantially increased.  As of the Petition Date,
certain revenues had increased, but the payments on those
increased revenues were not due until after the Petition Date.

Mr. Galardi informs the Court that the Stock Purchase Agreement
also provided that Ashland would make other payments to Systems.
These additional amounts aggregate to more than $627,000.  To date
these additional payments have not been made.

                    (i) Tank Cleaning Payments

Ashland owes Systems an amount not less than $75,000 under the
Stock Purchase Agreement.  Ashland agreed to pay all costs
associated with cleaning certain tanks.  To the extent that the
cost of cleaning out the tanks was less than $500,000, Ashland
agreed to pay to Systems 50% of the difference between the
cleaning costs and $500,000.  Ashland has not made any payments to
Systems on this account.

Systems believes that the cost of cleaning the tanks did not
exceed $350,000 and that Ashland owes an amount not less than
$75,000.

                   (ii) Severance Payments

Systems is also owed $264,600 under the Stock Purchase Agreement.
Systems agreed to honor certain severance plan obligations of
Ecogard, provided that Ashland would share equally -- 50% -- in
the first $1,000,000 of costs incurred by Systems under the
severance plan.  Systems paid $529,200 to Ecogard's terminated
employees.  Ashland has not made its required payments to Systems
for these severance payments.  Accordingly, Ashland owes Systems
$264,600.

                  (iii) Accounts Receivable Payments

Ashland owes Systems $288,161 for accounts receivable that Systems
was not able to collect.  Under the Stock Purchase Agreement, any
Accounts Receivable transferred to Systems that remained
uncollectible after 90 days would be returned to Ashland and
Ashland was required to remit to Systems an amount equal to the
uncollected accounts receivable.

               Marketing Agreement and the Incentive

Mr. Galardi relates that the Marketing Agreement was a requirement
of the Stock Purchase Agreement because it sets forth the form,
time and manner of the deferred compensation, that is, the
Incentive.  Under the Stock Purchase Agreement, the Incentive to
be paid was calculated based on increased revenues.

The Marketing Agreement defined Incentive as:

       (i) For Retail/DIY Pool Customers, Incentive will equal
           50% of the Revenue over and above the Base Revenue
           generated from these customers, on an aggregate basis.
           The revenue is the Gross Sales less sales discounts;
           and

      (ii) A new Base Revenue amount will be effective July 1
           of each annual anniversary date which will equate to
           the Revenue from Retail/DIY Pool Customers for the
           previous 12-month period.

According to Mr. Galardi, the total payment owed to Ashland as
deferred compensation was $2,700,000, which would be payable over
five years if the Incentive did not reach $2,700,000 before the
expiration of the first three years and the Marketing Agreement
was extended for two years.  In this regard, the Incentive
payments did not total $2,700,000, Systems did not exercise its
option to extend the Marketing Agreement by two years, and the
Agreement expired on September 1, 2002.

                   Ashland's Proofs of Claim

On August 24, 2000, Ashland filed a proof of claim against Safety-
Kleen asserting an unsecured, non-priority claim for $234,380 and
a priority claim for $15,925, for a $250,306 total claim.  By
order dated August 21, 2001, the priority claim was reclassified,
in its entirety, as a general unsecured claim.  On October 26,
2000, Ashland filed two proofs of claim in the bankruptcy case of
The Solvents Recovery Service of New Jersey, Inc., each asserting
general unsecured, non-priority claims for $1,473,192.  Ashland
based its claim on the Stock Purchase Agreement, the Marketing
Agreement, a terminalling agreement, and the Services Agreement.
On August 21, 2001, the Court expunged and disallowed one of the
two proofs of claim because it duplicated another proof of claim.

In the proofs of claim, Ashland did not state that it sought to
preserve any set-off right.

                       Avoidance Actions

On June 2, 2002, the Debtors filed a complaint against Ashland
seeking to avoid and recover preferential payments.  On June 7,
2002, the Debtors filed a separate complaint against The Valvoline
Company and Ashland alleging the same causes of action.  On
September 10, 2002, the Avoidance Actions were assigned to the
Honorable Judith K. Fitzgerald for determination.  On
September 17, 2003, the Court extended the time to effect the
service of original process of the Avoidance Actions to 90 days
after the Plan becomes effective.

Under the Plan, the Debtors' set-off rights were specifically
preserved.  The Plan did not preserve set-off rights of
prepetition creditors if those rights were not preserved pursuant
to Section 553 of the Bankruptcy Code.  The Plan also provided
that, on the Plan Effective Date, the Avoidance Actions would be
transferred to a trust for prosecution by a trustee appointed to
administer the trust.  As of the Plan Effective Date, the Trustee
will be empowered to object to prepetition general unsecured
claims and pursue the Avoidance Actions.  Under the Plan, all
executory contracts not previously assumed and not assumed under
the Plan would be deemed rejected on the Effective Date if those
agreements were not already terminated.

The Debtors also assert that Ashland violated the automatic stay
by not paying Systems the outstanding amounts.  Ashland also
breached its contract with Systems.  Mr. Galardi contends that
Systems has been damaged in an amount not less than $3,680,000,
comprised of $1,250,000 under the Services Agreement and
$2,430,000 under the Stock Purchase Agreement, plus interest at
the highest rate permitted by law and all costs including
attorney's fees. (Safety-Kleen Bankruptcy News, Issue No. 69;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SECURITY INTELLIGENCE: Sept. 30 Balance Sheet Upside-Down by $5M
----------------------------------------------------------------
Security Intelligence Technologies, Inc., a Florida Corporation
and its wholly owned subsidiaries are engaged in the design,
manufacture and sale of security and surveillance products and
systems. The Company purchases finished items for resale from
independent manufacturers, and also assembles off-the-shelf
electronic devices and other components into proprietary products
and systems at its own facilities. The Company generally sells to
businesses, distributors, government agencies and consumers
through five retail outlets located in Miami, Florida; Beverly
Hills, California; Washington, DC; New York City, and London,
England and from its showroom in New Rochelle, New York. On April
17, 2002, CCS International, Ltd., a Delaware corporation, and its
wholly-owned subsidiaries, merged with SIT and became a wholly
owned subsidiary of SIT.

The Companys financial statements have been prepared assuming the
Company will continue as a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business. The Company incurred net losses of
$438,457 and $716,781 for the three months ended September 30,
2003 and September 30, 2002 respectively. In addition, at
September 30, 2003, the Company had a working capital deficit of
$5,661,658 and a deficiency in stockholders' equity of $5,497,673.
The Company is also a defendant in material and costly litigation,
which has significantly impacted liquidity. The Company requires
additional financing which may not be readily available. The
Company's bank facility has terminated, and the only sources of
funds other than operations has been loans from the Company's
chief executive officer, customer deposits and proceeds from the
issuance of common stock. These factors raise substantial doubt
about the Company's ability to continue as a going concern.
Management's plans with respect to these matters include to settle
vendor payables wherever possible, a reduction in operating
expenses, and continued financing from the chief executive officer
in the absence of other sources of funds. Management cannot
provide any assurance that its plans will be successful in
alleviating its liquidity concerns and bringing the Company to the
point of profitability.


SIMULA: Shareholders Approve Proposed Merger with Armor Holdings
----------------------------------------------------------------
Simula, Inc. (AMEX: SMU) said its shareholders voted and approved
the merger with Armor Holdings, Inc. (NYSE: AH).

Armor Holdings will acquire Simula for $110.5 million, subject to
adjustment pursuant to the terms of the merger agreement. After
payment of outstanding indebtedness and expenses, the merger
consideration payable to shareholders at closing pursuant to the
merger agreement will be $43.5 million or $3.21 per share.

The merger consideration will be paid in cash. The merger will be
completed as soon as practicable after the satisfaction or waiver
of all conditions precedent, which is currently anticipated to
occur on Tuesday, December 9, 2003. Comprehensive information on
the merger and merger consideration is set out in Simula's proxy
statement dated November 10, 2003, filed with the Securities and
Exchange Commission and available on Simula's Web site at
http://www.simula.com

At September 30, 2003, Simula Inc.'s balance sheet shows a working
capital deficit of about $49 million, and a total shareholders'
equity deficit of about $42 million.


SIX FLAGS: Closes Offering of $325-Million New 9-5/8% Sr. Notes
---------------------------------------------------------------
Six Flags, Inc. (NYSE: PKS) closed the offering of $325 million
aggregate principal amount of its new series of 9-5/8% senior
notes due 2014 pursuant to Rule 144A and Regulation S under the
Securities Act of 1933, as amended.

The 9-5/8% senior notes have not been registered under the
Securities Act of 1933 and may not be offered or sold in the
United States, absent registration or an applicable exemption from
such registration requirements.

Six Flags also called for redemption, in accordance with the terms
of the indenture governing its outstanding 9-3/4% senior notes due
2007, $301.5 million aggregate principal amount of such notes, at
the applicable redemption price of 104.875% of the principal
amount thereof, plus interest accrued to the redemption date of
January 5, 2004. Six Flags currently has outstanding $423 million
aggregate principal amount of its 9-3/4% senior notes due 2007.

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


SLS INT'L: Losses & Negative Cash Flow Raise Going Concern Doubt
----------------------------------------------------------------
SLS International Inc. has suffered losses from operations during
the nine months ended September 30, 2003 and the years ended
December 31, 2002, 2001, 2000, and 1999. The Company's cash
position may be inadequate to pay all of the costs associated with
establishing a market for sales of its loudspeakers. Management
intends to use borrowings and security sales to mitigate the
effects of its cash position, however no assurance can be given
that debt or equity financing , if and when required, will be
available.

The Company manufactures premium-quality loudspeakers and sells
them through dealer networks. The speakers use the Company's
proprietary ribbon-driver technology and are generally recognized
in the industry as high-quality systems. SLS sells a Professional
Line of loudspeakers, a Commercial Line of loudspeakers, and Home
Theatre systems.

On September 30, 2003, the Company's current assets exceeded
current liabilities by $2,381,629, compared to an excess of
current liabilities over current assets of $588,486, on
December 31, 2002. Total assets exceeded total liabilities by
$2,443,006, compared to an excess of total liabilities over total
assets of $562,262 on December 31, 2002. The increased working
capital was primarily due to the sale of 1,452,300 shares of
preferred stock for $3,630,750 in the first nine months of 2003.
In addition to funding operations, the proceeds from such sales of
stock allowed SLS to increase cash by $2,044,041, increase
inventory by $337,713, decrease long-term debt and notes payable
by $389,720, decrease accounts payable by $63,340, decrease
amounts due to shareholders by $20,519, and decrease accrued
liabilities by $145,119. On September 30, 2003, the Company had a
backlog of orders of approximately $90,000.

SLS has experienced operating losses and negative cash flows from
operating activities in all recent years. The losses have been
incurred due to the development time and costs in bringing its
products through engineering and to the marketplace. In addition
it has not paid notes payable and accounts payable on due dates.
However, many of the past-due amounts have now been paid with the
proceeds from sales of its preferred stock in the first nine
months of 2003. The report of its accountants contains an
explanatory paragraph indicating that these factors raise
substantial doubt about the Company's ability to continue as a
going concern.

In order to continue operations, the Company has been dependent on
raising additional funds, and it continued to sell preferred stock
through July 31, 2003 to raise capital. In the third quarter of
2003 it sold 1,303,660 shares of preferred stock for $3,259,150 in
cash. These sales completed its preferred stock private placement
that commenced in September 2001 and substantially alleviated its
cash shortages in the near-term. In the nine months ended
September 30, 2003, the Company also received an aggregate of
$810,000 in cash in payment of the exercise price for the exercise
of outstanding warrants.


SPIEGEL GROUP: November 2003 Sales Slide-Down 25% to $195 Mill.
---------------------------------------------------------------
The Spiegel Group reported sales of $195.4 million for the five
weeks ended November 29, 2003, a 25 percent decrease compared to
sales of $260.3 million for the comparable five-week period ended
November 30, 2002 last year.

This year's November sales period includes an additional week in
accordance with the company's 53/52-week fiscal year accounting
cycle ending in December.

For the 48 weeks ended November 29, 2003, total net sales declined
23 percent to $1.514 billion from the comparable period last year.

The company also reported that comparable-store sales for its
Eddie Bauer division declined 8 percent for the five-week period
and 6 percent for the 48-week period ended November 29, 2003,
compared to the same periods last year.  Eddie Bauer continued to
experience positive customer response to its women's apparel
offer, offset by weaker response to its men's apparel and home
merchandise.

The Group's net sales from retail and outlet stores decreased 14
percent for the month of November compared to the comparable five-
week period last year, primarily as a result of store closings and
the decline in Eddie Bauer's comparable-store sales.  The number
of stores operated by the company is 18 percent lower than last
year's level, with the majority of the store closings resulting
from the company's ongoing reorganization process.

Direct net sales (catalog and e-commerce) for the Group decreased
35 percent for the month compared to the comparable five-week
period last year, primarily due to lower customer demand and a
planned reduction in catalog circulation.

The Spiegel Group is a leading international specialty retailer
marketing fashionable apparel and home furnishings to customers
through catalogs, specialty retail and outlet stores, and e-
commerce sites, including eddiebauer.com, newport-news.com and
spiegel.com.  The Spiegel Group's businesses include Eddie Bauer,
Newport News and Spiegel Catalog.  Investor relations information
is available on The Spiegel Group Web site at
http://www.thespiegelgroup.com


SPIEGEL GROUP: Keeps Plan-Filing Exclusivity Until February 10
--------------------------------------------------------------
The Spiegel Group Debtors obtained the Court's approval extending
further their exclusive period to file a Chapter 11 plan through
and including February 10, 2004, and their exclusive period to
solicit acceptances of that plan through and including April 10,
2004. (Spiegel Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


THAXTON GROUP: Wants More Time to File Schedules and Statements
---------------------------------------------------------------
The Thaxton Group, Inc., and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Delaware to extend their time
schedule to file Schedules and Statements with the Court.

Given the size and complexity of the Debtors' businesses, a
significant amount of information must be accumulated, reviewed
and analyzed to properly prepare the Schedules and Statements with
the Debtors' 31 entities operating all throughout the country.

Since the Petition Date, the Debtors have been consumed with a
multitude of critical administrative and business decisions
arising in conjunction with the commencement of these proceedings,
including efforts to obtain authority to use cash collateral and
to retain professionals in connection with these cases. The
Debtors have devoted a substantial amount of their personnel to
alleviate the disruption to their operations, business partners
and customers caused by the filing of these proceedings. Moreover,
the Debtors have focused much of their limited resources on the
identification of underperforming segments of their businesses
that are not consistent with the Debtors' business plan.

Consequently, the Debtors estimate that an extension of Schedules
Filing Deadline through December 17, 2003, should provide
sufficient time to gather the necessary information, confirm that
information and prepare the Schedules and Statements.

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company filed for chapter 11 protection on October 17, 2003
(Bankr. Del. Case No. 03-13183).  Michael G. Busenkell, Esq., and
Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell
represent the Debtor in their restructuring efforts.  When the
Company filed for protection from it creditors, it listed
$206,000,000 in total assets and $242,000,000 in total debts.


THYSSENKRUPP BUDD: Restates 2002 and 2003 Interim Fin'l Reports
---------------------------------------------------------------
ThyssenKrupp Budd Canada Inc. (BUD:TSX) has restated its fiscal
year 2002 annual and 2003 interim financial statements to correct
the restructuring expense recorded in fiscal year 2002.

The effect of the restatement is to reduce the restructuring
expense by $3.7 million from $11.9 million to $8.2 million for the
year ended September 30, 2002. As a result, net loss for the year
ended September 30, 2002 was reduced by the same amount from $68.8
million to $65.1 million and the accounts payable and accrued
expenses were adjusted accordingly. Further, the basic and fully
diluted loss per share was reduced from $18.27 to $17.29 per
share.

Since the restructuring reserve was taken as at September 30,
2002, a restated net loss of $16.0 million or $4.24 a share was
reported for the quarter then ended. There was no impact on
results during the first three quarters of fiscal year 2002.

The Corporation's balance sheet as at September 30, 2002 and
statement of cash flow for fiscal year 2002 were also restated to
reflect the change. On the balance sheet, accounts payable and
accrued expenses were restated at $65.5 million compared to the
previously reported amount of $69.2 million. Restated total
shareholders' deficiency was reduced to $116.1 million or $30.83 a
share from $119.8 million or $31.82 a share. Working capital
improved by $3.7 million to $8.3 million. Cash used by operating
activities remained the same at $24.6 million. Reduction in net
loss for the year was offset by the changes in the non-cash
operating working capital.

The Corporation had brought back into income $3.7 million over-
accrued restructuring expenses in fiscal year 2003. With the
restatement of the 2002 annual financial statements, the
Corporation's 2003 quarterly interim financial statements, which
included the Corporation's statements of loss and deficit, balance
sheets and statements of cash flows were also restated. There was
no change to the net loss of $3.5 million for the first quarter
ended December 31, 2002, but net losses of $1.1 million and $5.9
million were restated to $3.7 million and $6.3 million for the
quarters ended March 31 and June 30, 2003 respectively. On the
balance sheets, accounts payable and accrued expenses were
restated to $66.1 million, $70.9 million and 42.0 million with
restated shareholders' deficits at $119.7 million, $123.3 million
and $129.6 million for the first three quarters of fiscal year
2003 respectively. There were no overall changes to the cash flows
of the Corporation. Cash used in or generated from operating
activities at each of the quarters in fiscal year 2003 remain the
same.

The restated financial statements and revised MD&As for fiscal
year 2002 and the first three quarters of fiscal 2003 will be
posted at http://www.sedar.com/

ThyssenKrupp Budd Canada Inc. is an automotive manufacturer
specializing in the production of light truck and sport utility
vehicle frames and chassis components.


UNITED DEFENSE: Files SEC Form S-3 for 12 Million Shares
--------------------------------------------------------
United Defense Industries, Inc. (NYSE:UDI) has filed a shelf
registration statement on Form S-3 with the Securities and
Exchange Commission for the possible future offer and sale of up
to 12 million shares of its common stock held by The Carlyle Group
and other company stockholders.

The 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.

United Defense (Fitch, BB Senior Secured Credit Facilities Rating,
Positive) designs, develops and produces combat vehicles,
artillery, naval guns, missile launchers and precision munitions
used by the U.S. Department of Defense and allies worldwide, and
provides non-nuclear ship repair, modernization and conversion to
the U.S. Navy and other U.S. Government agencies.


US AIRWAYS: Sets Aside $950 Mill. for Keystone Plaintiffs Claims
----------------------------------------------------------------
In setting the Distribution Reserve, the U.S. Bankruptcy Court,
overseeing the US Airways Debtors' bankruptcy proceedings,
considered certain disputed, contingent or unliquidated claims,
including the disputed and unliquidated claims filed by Keystone
Business Machines, Inc., Norman Volk, Nitrogenous Industries
Corp., and Nelson Chase, as representatives of the Class
Plaintiffs in three antitrust actions pending before the United
States Court for the Eastern District of Michigan, known as the
Keystone Plaintiffs.

Judge Mitchell rules that, without determining that the Keystone
Plaintiffs will have an allowed claim in any amount, the Claim
likely to be allowed for distribution purposes under the
Confirmed Reorganization Plan will not exceed $950,000,000.
Judge Mitchell directs the Debtors to set aside $950,000,000 for
the Keystone Plaintiffs' disputed and unliquidated claims. (US
Airways Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


U.S. LIQUIDS: Credit Facility Maturity Extended to Feb. 2, 2004
---------------------------------------------------------------
U S Liquids Inc. (Amex: USL), announced that its lenders have
agreed to further amend the terms of the Company's revolving
credit facility.

The recent amendment extends the maturity date of the credit
facility to February 2, 2004, modifies certain of the financial
covenants, and includes other non-financial covenants.

As previously announced, the Company has reduced borrowings under
its credit facility through the sales of businesses.  The amount
currently outstanding under the Company's credit facility is $13.1
million with additional letters of credit outstanding of $6.7
million.  The Company is restricted from making any additional
borrowings without the approval of its lenders.  A default under
the Company's credit facility could result in the maturity of
substantially all of the Company's indebtedness being accelerated.

The Company is pursuing the sale of additional operating units and
assets in order to further reduce its indebtedness.  There can be
no assurance that the Company will be successful in selling
additional business units or assets or that the proceeds received
from future sales will be sufficient to satisfy the Company's
obligations.  In the event the proceeds from future sales are not
sufficient, the Company may be required to seek protection from
its creditors under the federal bankruptcy laws.

As a result of the financial statement restatements, which are
required in order to treat certain sales of business units as
discontinued operations, discussions with lenders to extend the
maturity date of the credit facility, personnel reductions,
negotiations with prospective purchasers of additional business
units, and the requirement that the financial statements in the
Company's SEC filings be reviewed by its independent auditors, the
Company previously announced that it would not meet the filing
deadline for the Form 10-Q for the quarter ended September 30,
2003.  The Company expects to file its third quarter Form 10-Q by
December 31, 2003.

In connection with the decision to sell additional business units
or assets and negotiations with prospective purchasers, an
evaluation of the recorded values of intangible and fixed assets
is being performed.  The Company believes the review will result
in a significant non-cash charge in the third quarter to write-
down the value of these long-term assets.  As previously reported,
the Company expects to report revenues from continuing operations
in the range of $17 million to $18 million for the quarter ended
September 30, 2003.  Revenues from continuing operations exclude
the revenues of business units sold prior to September 30, 2003.
Excluding the charge for the write-down in the value of long-term
assets, the Company expects to report a loss from continuing and
discontinued operations for the quarter ended September 30, 2003.

The Company also announced that it has been notified by the
American Stock Exchange that the Company no longer complies with
the Exchange's listing standards due to the substantial impairment
of the Company's financial condition.  In view of the forgoing and
in accordance with Sections 1003(a)(iv) and 1003(d) of the Amex
Company Guide, the Exchange has notified the Company that it
intends to proceed with the filing of an application with the
Securities and Exchange Commission to delist and deregister the
Company's common stock from the Exchange.  The Company does not
plan to appeal the Exchange's determination.

The Exchange also notified the Company that it will suspend
trading in the Company's common stock tomorrow, and proceed with
delisting promptly thereafter.  The Company is reviewing options
for having its shares quoted on the over-the-counter "Pink
Sheets".  No assurances can be made that a trading market will
develop for the Company's common stock following the de-listing
from the Amex, or as to the liquidity of any market that may
develop. As a result, holders of the Company's common stock may be
unable to readily sell their shares.  If a trading market for the
common stock does develop, the price of the common stock may be
subject to substantial price volatility.

                         *    *    *

As reported in Troubled Company Reporter's November 19, 2003
edition, the Company is pursuing the sale of additional operating
units and assets in order to reduce its indebtedness. There can be
no assurance that the Company will be successful in selling
additional business units or assets or that the proceeds received
from future sales will be sufficient to satisfy the Company's
obligations. In the event the proceeds from future sales are not
sufficient, the Company may be required to seek protection from
its creditors under the federal bankruptcy laws.

As a result of the financial statement restatements, which are
required in order to treat certain sales of business units as
discontinued operations, discussions with lenders to extend the
maturity date of the credit facility, personnel reductions,
negotiations with prospective purchasers of additional business
units, and the requirement that the filing be reviewed by the
Company's independent auditors, the Company will not meet the
filing deadline for the Form 10-Q for the quarter ended
September 30, 2003. The Company expects to file its third quarter
Form 10-Q by December 31, 2003. In connection with filing its
third quarter Form 10-Q, the Company expects to report revenues
from continuing operations in the range of $17 million to $18
million for the quarter ended September 30, 2003. In the
comparable prior year quarter, the Company's revenues from
continuing operations were $19 million to $20 million. Revenues
from continuing operations exclude the revenues of the business
units sold to ERP Environmental and the revenues of Waste Stream
Environmental. Revenues from continuing operations include the
revenues of the Northern A-1, Gateway Terminal Services and
National Solvent Exchange business units that were sold in the
fourth quarter of 2003.


US MOTELS DTC, INC: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: U.S. Motels D.T.C., Inc.
             620 Federal Blvd.
             Denver, Colorado 80204-3209

Bankruptcy Case No.: 03-34174

Type of Business: Hotel

Chapter 11 Petition Date: December 5, 2003

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Jeffrey Weinman, Esq.
                  730 17th Street
                  Suite 240
                  Denver, Colorado 80202
                  Tel: 303-572-1010

Total Assets: $1 Million to $10 Million

Total Debts:  $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

Entity                                Claim Amount
------                                ------------
Milone, LLC                               $278,428
1400 Glenarm Pl Rm 201
Denver, CO 80202-5033

Milone, LLC                               $137,500

Xcel Energy                                $30,625

Denver Water                               $10,354

Qwest Communication                         $5,898

AT&T                                        $3,566


VALHI & KRONUS: Fitch Affirms Ratings & Maintains Stable Outlook
----------------------------------------------------------------
Fitch Ratings has affirmed Valhi, Inc.'s senior secured credit
'BB-' rating and senior unsecured (implied) 'BB-' rating. The
Rating Outlook remains Stable. At the same time Fitch has affirmed
Kronos International, Inc.'s senior secured debt rating of 'BB'.
The Rating Outlook remains Stable.

The affirmation indicates both Valhi and KII's credit ratings are
not materially affected by the pending recapitalization of Kronos
Worldwide, Inc., formerly known as Kronos, Inc., the parent
company of KII. Kronos is a wholly owned subsidiary of NL
Industries, Inc. Valhi, directly and indirectly through its wholly
owned subsidiary Tremont LLC, has an 85% ownership interest in NL.
The recapitalization will include the distribution of
approximately 23.9 million shares of Kronos common stock and a
$200 million promissory note payable by Kronos to NL. NL
shareholders will receive one share of Kronos common stock for
every two shares of NL common stock currently held. The
distribution will represent 48.7% of the common stock of Kronos.
Post the recapitalization, Valhi will have a direct ownership
interest in Kronos of 31% and 10% indirectly through its wholly
owned subsidiary Tremont. NL will retain 51% ownership in Kronos
as well.

Total debt at Kronos as of Sept. 30, 2003 was $328 million and the
promissory note will increase Kronos debt level by approximately
60%. The terms of the promissory note are expected to be unsecured
and bear interest at 9% annually. The note will have a bullet
maturity in December 2010. Fitch anticipates that Kronos will have
sufficient cash flow to service the increased debt with cash
generated from foreign and domestic titanium dioxide operations.
Valhi's debt level will not be affected by this intercompany note.

The affirmation of Valhi's credit ratings reflects the benefit of
direct ownership in Kronos and its titanium dioxide business after
the proposed recapitalization. In addition, Fitch expects Valhi's
liquidity and financial position will not be impacted by the
recapitalization of Kronos. The rating rationale for the senior
unsecured (implied) rating at Valhi takes into consideration the
increased leverage at Kronos and the additional burden on its
titanium dioxide operating assets however the proposed
recapitalization does not move the long-term rating.

The affirmation of KII's credit rating reflects the protection to
bondholders by the limitation on distributions included in the
indenture for the 8.875% senior secured notes. As of Sept. 30,
2003, KII had the availability to distribute $60 million under the
existing bond indenture. Total dividends paid by KII was $25
million for 9-months ending Sept. 30, 2003. The cash flow
available for distribution from KII to Kronos does not change with
the recapitalization of Kronos. In addition, KII reported $107
million in EBITDA for the trailing 9-months ending Sept. 30, 2003,
compared to $63 million of EBITDA for the same period last year.
The improvement in operating earnings is primarily due to
increased average selling prices for titanium dioxide in Europe.

The Stable Rating Outlook indicates the likelihood that Valhi's
near-term financial performance should remain steady despite the
downward trend in margins and operating earnings over the past few
years. Fitch expects Valhi's revenue and EBITDA to be slightly
better in 2003 compared to 2002 levels due to expected margin
stabilization in non-chemical operations and improvement in
profitability for its TiO2 operations. Kronos International, Inc.
is Europe's second largest producer of titanium dioxide (TiO2)
pigments. The company is a wholly owned subsidiary of Kronos
Worldwide, Inc., a holding company which has additional ownership
interests in certain North American TiO2 producers. TiO2 pigments
are used in paints, paper, plastics, fibers and ceramics. KII
generated over $580 million of sales and reported EBITDA of
approximately $81 million in 2002.

Valhi, Inc. is a holding company with ownership stakes in: NL
Industries, a producer of titanium dioxide pigments; CompX, a
producer of locks and ball bearing slides serving the office
furniture industry; TIMET, a producer of titanium metals products;
and Waste Control Specialists, a provider of hazardous waste
disposal services. Valhi generated over $1.1 billion of sales and
reported EBITDA of approximately $153 million in 2002.


WACHOVIA BANK: S&P Assigns Low-B Ratings to Six Note Classes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Bank Commercial Mortgage Trust's $1.15 billion
commercial mortgage pass-through certificates series 2003-C9.

The preliminary ratings are based on information as of
Dec. 5, 2003. Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans. Classes A-1, A-2, A-3,
A-4, B, C, D, and E are currently being offered publicly. Standard
& Poor's analysis determined that, on a weighted average basis,
the pool has a debt service coverage of 1.61x, a beginning loan-
to-value of 86.2%, and an ending LTV of 74.3%. Unless otherwise
indicated, all calculations in this report, including weighted
averages, include only the A notes of five A/B loans: Park City
Center, Villas at Rancho Palos Verdes, The Arbors of
Pleasant Valley Apartments, Columbia Corporate Center and Sav-On -
Norwalk, California.

                    PRELIMINARY RATINGS ASSIGNED
           Wachovia Bank Commercial Mortgage Trust 2003-C9
        Commercial mortgage pass-through certs series 2003-C9

        Class                  Rating                Amount ($)

        A-1                    AAA                   70,950,000
        A-2                    AAA                  166,743,000
        A-3                    AAA                  198,368,000
        A-4                    AAA                  514,907,000
        B                      AA                    34,476,000
        C                      AA-                   17,238,000
        D                      A                     33,039,000
        E                      A-                    14,366,000
        F                      BBB+                  15,801,000
        G                      BBB                   15,802,000
        H                      BBB-                  15,801,000
        J                      BB+                    8,619,000
        K                      BB                     5,746,000
        L                      BB-                    4,310,000
        M                      B+                     4,309,000
        N                      B                      5,746,000
        O                      B-                     2,873,000
        P                      N.R.                  20,112,057
        X-P*                   AAA              **1,044,955,000
        X-C*                   AAA              **1,049,206,057

        * Interest-only class.  ** Notional amount.


WARNACO GROUP: Roger A. Williams Acquires 240,000 Warnaco Shares
----------------------------------------------------------------
Roger A. Williams, Swimwear Group President of Warnaco Group,
Inc., discloses in a regulatory filing with the Securities and
Exchange Commission, that he acquired 240,000 shares of Warnaco
Common Stock, par value $0.01 per share, on November 13, 2003.
(Warnaco Bankruptcy News, Issue No. 56; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


WEDGEWOOD BUILDERS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Wedgewood Builders Corp.
        200 Broadway, Suite 302
        Troy, New York 12180

Bankruptcy Case No.: 03-18074

Type of Business: Home Builders

Chapter 11 Petition Date: December 5, 2003

Court: Northern District of New York (Albany)

Debtor's Counsel: Justin A. Heller, Esq.
                  Nolan & Heller, LLP
                  39 North Pearl Street
                  Albany, NY 12207
                  Tel: 518-449-3300

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                          Claim Amount
------                          ------------
Scott M. Marchand                   $146,000

Hudson River Bank & Trust           $150,000

John Dowling                         $76,038

C.R. Drywall                         $75,250

Broughton Excavation                 $68,199

Clemente Latham                      $47,735

Rotterdam Heating & Air              $42,240
Conditioning Co.

C & S Building Materials Inc.        $33,210

R.J. Valente Gravel, Inc.            $28,983

Pipeline Plumbing & Heating          $28,690

Dwight Plumbing & Heating            $24,256

Warren W. Fane, Inc.                 $23,002

Bonded Concrete                      $16,981

Capital District Stairs              $16,186

Gould & Sons Well Drilling           $16,000

National Supply                      $15,145

Rotella Construction, LLC            $14,897

Century Electric                     $12,225

WDM                                  $13,278

D & A Painting                       $11,846


WEIRTON STEEL: Taps Mercer to Provide Pension Actuarial Services
----------------------------------------------------------------
According to James H. Joseph, Esq., at McGuireWoods, in
Pittsburgh, Pennsylvania, since the Petition Date, Mercer Human
Resource Consulting, Inc. provided valuable consultation to
Weirton Steel Corporation, with respect to retirement consulting
services, including but not limited to the:

   (a) determination of ERISA funding requirements for the
       Debtor's Retirement Plan;

   (b) preparation of required items for government reporting;

   (c) preparation of financial reporting and disclosure
       information; and

   (d) benefit plan administrative assistance.

Mercer provided these services to the Debtor as an ordinary
course professional, pursuant to a May 20, 2003 Court Order which
authorized the Debtor to employ professionals in the ordinary
course of business, up to certain payment limitations, without
further Court approval.  The May 20 Order established the maximum
compensation for ordinary course professionals to be $50,000 for
any single month and $150,000 during any 12-month period of the
Debtor's case.

For the initial six-month period, Mr. Joseph reports that
Mercer's professional fees exceeded $150,000.

Pursuant to Section 327(a) of the Bankruptcy Code, the Debtor
sought and obtained the Court's authority to employ Mercer as
Pension Plan Actuary during its Chapter 11 case, nunc pro tunc to
May 19, 2003.

The Debtor will compensate Mercer for its professional services
on an hourly basis in accordance with its ordinary and customary
hourly rates.  Mercer's customary hourly rates for the actuarial
consulting services to be provided to the Debtor are:

   Senior Consultant             $470 - 675+
   Consultant                     240 - 500
   Senior Actuary                 470 - 675
   Actuary                        285 - 395
   Analyst                        175 - 280
   Administrative                  95 - 170

Mercer will also be reimbursed for its actual, necessary
expenses.

Harry Reinhart, a Principal at Mercer, attests that Mercer has no
connection with the Debtor, its creditors, the U.S. Trustee or
any other party with an actual or potential interest in the
Chapter 11 case or their attorneys or accountants.  Mercer does
not hold or represent any interest adverse to the Debtor or its
estates with respect to the matters on which it is employed.
Thus, Mercer is a "disinterested person," as defined in Section
101(14) and as required by Section 327(a). (Weirton Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


WELLS FARGO: Fitch Drops Class II-B5 Notes Down to Default Level
----------------------------------------------------------------
Fitch Ratings has downgraded class II-B5 from Wells Fargo Asset
Securities Corporation, mortgage pass-through certificates, series
2000-2 Pool 2.

        -- Class II-B5 to 'D' from 'C'.

This action is taken due to the level of losses incurred and the
delinquencies in relation to the applicable credit support levels
as of the Nov. 25, 2003 distribution.


WESTAR ENERGY: Fitch Affirms Low-B Debt and Preferred Ratings
-------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Westar Energy and its
wholly-owned utility operating subsidiary, Kansas Gas & Electric.

Westar's ratings are as follows:

     -- Senior secured debt 'BB+';
     -- Senior unsecured debt 'BB-';
     -- Preferred stock 'B+'.

The trust preferred securities of Western Resources Capital Trust
I, are affirmed at 'B+' by Fitch. The ratings of KG&E's senior
secured debt are affirmed at 'BB+'. The Rating Outlook is revised
to Positive.

The rating affirmation and revised Rating Outlook reflect
meaningful progress by WE in the implementation of its
restructuring plan, including the sale of its investments in Oneok
and Protection One Europe. Importantly, the OKE sale was
accomplished well ahead of schedule and at prices consistent with
the plan outlined by WE. The company's restructuring plan was
approved by the Kansas Corporation Commission in July 2003 and
aims to restore WE's credit worthiness to investment grade status
via debt reductions funded by internal cash flow, a common stock
dividend reduction, potential equity issuance, and proceeds from
the sale of all non utility assets.

WE's current ratings reflect the company's high debt levels
relative to EBITDA and weak coverage ratios. The ratings also
consider management efforts to improve its relationship with state
regulators, while focusing exclusively on utility operations in
Kansas. High debt balances at WE are primarily a function of the
utility's significant investment in the monitored alarm business,
Protection One (P1), which increased debt without materially
enhancing cash flow. Although management has made significant
progress in implementing its asset divestment program, further
work needs to be done, including the sale of P1 and the issuance
of new equity to achieve the minimum 40% year-end 2004 equity
ratio mandated by the KCC-approved financial restructuring plan.
Potential exposure to ongoing federal investigations into the
conduct of former management is also a marginal concern though not
rating critical. The change in senior management team,
management's strategy to return to its utility roots and emphasis
on improved regulatory relations and the KCC's constructive
response to WE's efforts are favorable developments for debt
holders.


WHEELING-PITTSBURGH: Retiree Plan Acquires 4 Million WPC Shares
---------------------------------------------------------------
On behalf of the Wheeling-Pittsburgh Steel Corporation Retiree
Benefits Plan, WesBanco Bank reports that it directly holds
4,000,000 shares of the common stock of Reorganized Wheeling-
Pittsburgh Corporation as of October 28, 2003.  These shares were
issued under the terms of the Debtors' Plan of Reorganization as
confirmed in August 2003. (Wheeling-Pittsburgh Bankruptcy News,
Issue No. 50; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WKI HOLDING: Terry R. Peets Elected as New Board Chairman
---------------------------------------------------------
WKI Holding Company, Inc., which operates principally through its
subsidiary World Kitchen, Inc., announced that Mr. Terry R. Peets,
a current member of the Board of Directors of WKI, has been
selected by WKI's majority shareholders as Chairman of the Board
of Directors, effective November 26, 2003.

Mr. John L. Mariotti, the former Chairman, is resigning for
personal reasons and will remain as a member of the Board of
Directors.

Mr. James A. Sharman, President and Chief Executive Officer of
WKI, said, "WKI is looking forward to continuing our good work
with Terry Peets as Chairman. Terry Peets' background, as an
experienced retail executive, and former chairman of Bruno's
Supermarkets, has benefited WKI since he was named as a Board
member in January 2003."

Mr. Sharman added, "We also wish to thank John Mariotti for his
tremendous work as Chairman. We enjoyed working with John, and are
pleased he is staying on as a Board member."

Mr. Peets stated that he was "honored to have the opportunity to
lead World Kitchen's Board into 2004. Mr. Sharman, his management
team and the Board of Directors are firmly committed to building
shareholder value through enhancing brand strength."

In addition to Messrs. Peets and Mariotti, the members of the
Board of Directors of WKI are Mr. Sharman, and Messrs. James R.
Craigie, David R. Jessick, C. Robert Kidder, and William E.
Redmond, Jr.

Headquartered in Reston, Virginia, World Kitchen and its
affiliates (S&P, B Corporate Credit Rating, Negative), manufacture
and market glass, glass ceramic and metal cookware, bakeware,
tabletop products and cutlery sold under well-known brands
including CorningWare(R), Pyrex(R), Corelle(R), Revere(R),
EKCO(R), Baker's Secret(R), Magnalite(R), Chicago Cutlery(R) and
OXO(R). The Company employs approximately 2,900 people, and has
major manufacturing and distribution operations in the United
States, Canada, and Asia-Pacific regions. For more information,
visit http://www.worldkitchen.com/


WOODWORKERS WAREHOUSE: Taps Kronish Lieb as Chapter 11 Counsel
--------------------------------------------------------------
Woodworkers Warehouse, Inc. is employing Kronish Lieb Weiner &
Hellman LLP as Counsel of this chapter 11 case.

Kronish Lieb will be required to:

     a) take all necessary action to protect and preserve the
        estate of the Debtor, including the prosecution of
        actions on the Debtor's behalf, the defense of any
        actions commenced against the Debtor, the negotiation of
        disputes in which the Debtor is involved, and the
        preparation of objections to claims filed against the
        estate;

     b) prepare on behalf of the Debtor, as Debtor in
        possession, all necessary motions, applications,
        answers, orders, reports, arid papers in connection with
        the administration of the estate;

     c) prosecute, on behalf of the Debtor, a proposed plan of
        liquidation and all related transactions and any
        revisions, amendments, etc., relating to same; and

     d) perform all other necessary legal services in connection
        with this chapter 11 case.

It is necessary that the Debtor employ counsel to render these
services. To the best of the Debtor's knowledge, the members and
associates of Kronish Lieb have not represented their creditors,
or ally other party in interest, or their respective attorneys and
accountants, in any matter relating to the Debtor or its estate.

Since October 2001, Kronish Lieb has represented the Debtor in
connection with certain corporate, financing, securities, tax and
other significant matters. Kronish Lieb has grown extensively
familiar with the Debtor's business and is well qualified to
represent it in this case.

The principal attorneys and paralegals presently designated to
represent the Debtor and their current standard hourly rates are:

     Lawrence C. Gottlieb    partner           $585 per hour
     Cathy Hershcopf         partner           $450 per hour
     Richard S. Kanowitz     senior associate  $405 per hour
     Brent Weisenberg        associate         $230 per hour
     Rebecca Goldstein       paralegal         $170 per hour

Headquartered in Lynn, Massachusetts, Woodworkers Warehouse, Inc.,
is a retailer of woodworking equipment and accessories. The
Company filed for chapter 11 protection on December 2, 2003
(Bankr. Del. Case No. 03-13655).  Christopher A. Ward, Esq., at
The Bayard Firm represent the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed $28,366,000 in total assets and $34,669,000 in total debts.


WORLD AIRWAYS: Will Begin Negotiations with Pilots in January
-------------------------------------------------------------
World Airways, Inc. (Nasdaq: WLDA) plans to begin negotiations in
January 2004 for a new agreement with cockpit crew members, who
are represented by the International Brotherhood of Teamsters.

The current pilots' agreement became amendable July 1, 2003, and
the parties have exchanged opening positions.  World also
announced that the IBT has requested mediation services from the
National Mediation Board.

Commenting on these developments, Hollis Harris, chairman and CEO,
stated, "Although World Airways did not request mediation
services, we are prepared to initiate negotiations in the
January/February timeframe with the objective of reaching a fair
and equitable agreement for our pilots, World Airways and our
shareholders."

He added, "We have built a strong relationship with our pilots
over a number of years, and they have played a key role in the
turnaround of World Airways.  As a result, our pilots are now
reaping the benefits of their contributions to our renewed success
with a second consecutive year of profit-sharing payments."

Utilizing a well-maintained fleet of international range,
wide-body aircraft, World Airways has an enviable record of
safety, reliability and customer service spanning more than 55
years.  The Company is a U.S. certificated air carrier providing
customized transportation services for major international
passenger and cargo carriers, the United States military and
international leisure tour operators.  Recognized for its modern
aircraft, flexibility and ability to provide superior service,
World Airways meets the needs of businesses and governments around
the globe.  For more information, visit the Company's Web site at
http://www.worldairways.com

World Airways Inc.'s March 31, 2003 balance sheet shows a working
capital deficit of about $22 million, and a total shareholders'
equity deficit of about $22 million.


WORLD DIAGNOSTICS: Ceases Corporate Status Due to Insolvency
------------------------------------------------------------
World Diagnostics, Inc., ceases corporate status in connection
with the termination of its business and its insolvency.

On March 31, 2003, pursuant to demand notices provided to WDI, the
senior secured creditor liquidated the assets of World
Diagnostics, Inc.

Subsequently, WDI's Board of Directors sought to find interested
parties to purchase the corporate entity in respect of its tax
losses and shareholder base. No such party was found, and its
Board of Directors ceased to continue in respect of the State of
Delaware having voided the corporate franchise for World
Diagnostics, Inc.


WORLDCOM: MSTC Wants Claims Bar Date Extended to April 1, 2004
--------------------------------------------------------------
To recall, the Court established January 23, 2003 as the last day
to file prepetition claims against the Worldcom Debtors.  Relying
on the facts known prior to the Claims Bar Date, the Mississippi
State Tax Commission timely filed certain claims, including income
tax claims against certain of the Debtors.

After the Claims Bar Date, the Mississippi State Tax Commission
learned that the Debtors established a subsidiary named MCI
WorldCom Brands, LLC, which is a Delaware limited liability
company.  Brands was established, at least in part, for the
purpose of avoiding or minimizing the payment of state income
taxes by providing for the transfer of revenues from other
WorldCom and MCI subsidiaries with nexus in the various states to
Brands.  The royalty payments or accrual of liabilities to Brands
where payment was not actually made, were purportedly for the use
of WorldCom's intellectual property and management expertise.

By this motion, the Mississippi State Tax Commission asks the
Court to extend for cause and excusable neglect, the bar date for
filing claims for unpaid corporate income taxes to April 1, 2004.

Mississippi State Tax Commission attorney, Jeff Little, informs
the Court that the purpose of the extension is to:

   -- allow the Mississippi State time to conduct a tax audit of
      the Debtors' books and records;

   -- determine the validity of the alleged royalty payments and
      the proper accounting of those deductions and corresponding
      revenues claimed by WorldCom, MCI and certain subsidiaries;
      and

   -- file proofs of claim for any corporate income taxes that
      the audit determines are properly due and owing.

Pursuant to the MCI Bondholders Memorandum filed in opposition to
the Debtors' substantive consolidation provisions on June 31,
2003, and Davis Walsh's affidavit supporting the Chapter 11
Trustee appointment, the $19,000,000,000 royalty charges incurred
by MCI and its subsidiaries were apparently part of a tax
avoidance scheme that was intentionally concealed from the State
taxing authorities from 1999 to 2001.

WorldCom's Chief Financial Officer at that time, John Dubel of
Alix Partners, testified that these royalties were never paid,
and will not be paid.  Furthermore, the royalty charges
apparently exceeded the business income stream that MCI and its
subsidiaries actually derived from the trademarks.

According to the MCI Bondholder's Memorandum, a guaranteed
percentage of so-called "excess income" was charged to the
affiliate irrespective of the actual income stream of all the
affiliates as a group.  Thus, in the example provided by the MCI
Bondholders, the total operating income for the subsidiaries in
2001 covered by the royalty agreement was $4,150,000,000, yet the
total royalties charged to these subsidiaries exceeded
$5,500,000,000.  This preposterous result has the royalty charge
exceeding the income derived from the royalty by more than
$1,000,000,000.  It appears that these royalty charges were
accrued solely for purposes of reducing state income taxes owed
by MCI and its various affiliates, Mr. Little says.

Mr. Little explains that the manner in which a tax avoidance
scheme like the one WorldCom uses affects state income tax
liability, depends on whether the state in question calculates
its income tax on a "unitary" basis or on the basis of "separate
reporting."  Under the "unitary" system, related business
entities with common ownership and which are interdependent are
required to report state income tax on a unitary combined basis.
Under "separate reporting," the entity separately determines and
reports its net income.

The effect of the tax avoidance scheme for those States with
"separate reporting," according to Mr. Little, was to shift
income away from those entities with nexus in the various
"separate reporting" States where the income is subject to tax,
to a Delaware-based entity that, per Delaware's tax law, was not
subject to corporate income tax.  The MCI subsidiaries apparently
succeeded in recognizing significant state tax deductions without
any corresponding cash outlay.

Under Mississippi tax law, the royalty deductions incurred by the
Delaware entity may be disallowed entirely or in part if the
taxpayer fails to show a valid good faith business purpose other
than tax avoidance and there is no economic substance to the
royalty payments apart from the asserted tax benefit.

Therefore, in those States with "separate reporting" like
Mississippi, the deductions by the various MCI subsidiaries for
accrued royalty charges are likely subject to partial, if not
total, disallowance.  If the royalty deductions are disallowed,
WorldCom, MCI and the various subsidiaries may be subject to
additional State corporate income tax.  Absent the ability of the
states to audit the tax returns of WorldCom, MCI and the various
subsidiaries, it is impossible to project what the resulting tax
liability may be.

With respect to the "unitary" States, as a general rule, inter-
company transactions of the nature described are less likely to
affect State income tax liability if the transactions are between
entities, which are all members of the "unitary group," and if
the transactions are properly accounted for.  This is so because
the deductions taken by one entity are offset by income
recognized by another related entity and the net result is a
"wash."

But the Mississippi State was unable to substantiate that the
inter-company royalty transactions between Brands and WorldCom,
MCI and the various subsidiaries were properly accounted for.
Based on a preliminary review of the records, Mr. Little asserts
that Brands did not file its own State income tax returns and was
not included as a separate entity on the State returns filed by
WorldCom, Inc. as the parent company of the affiliated group for
the taxable years of 1999-2001.  The Mississippi State was
advised, however, that Brands, being a limited liability company
wholly owned by WorldCom, Inc., reported its operating results as
if it were a division of WorldCom, Inc.

Most States recognize the rules for business classification
adopted by the Internal Revenue Service and under Section
301.7701.3 of the Code of Federal Regulations, which provides
that a limited liability company like Brands can elect to ignore
its separate entity status and be included in the WorldCom, Inc.
tax return as if it were not a separate entity.

The States, however, were unable to verify that this is what
happened or that WorldCom, Inc. properly accounted for the
royalty transactions.  For example, assuming that Brands was
treated as part of WorldCom, Inc. for income tax purposes, one
would expect that WorldCom, Inc. would report royalty income in
an amount that equaled Brands royalty income.  But in WorldCom,
Inc.'s combined federal income tax return for 2001, Mr. Little
points out that WorldCom, Inc. itself reports gross receipts or
sales amounting to $6,389,267,763 and zero royalty income.

Pursuant to a report by FTI Consulting Inc., the Official
Committee of Unsecured Creditors' forensic accountant, the
royalties for 2001 totaled $6,500,000.  While the States do not
rule out the possibility that valid explanations for this
apparent discrepancy exist, it is clear that WorldCom's creation
and apparent use of Brands as a mechanism to avoid taxes, raises
serious and substantial questions that merit further
investigation.

For these reasons, the Mississippi State is prepared to commence
an audit of the Debtors' books and records, to determine, among
other issues:

   -- whether the intercompany royalty deductions should be
      allowed under state tax law; and

   -- whether there remains an unpaid corporate income tax
      liability to be asserted in amended or new proofs of claim.

Accordingly, Mr. Little asserts, the Claims Bar Date should be
extended to April 1, 2004 to enable these proofs of claim to be
filed.

Mr. Little explains that the facts necessary to uncover and
identify the tax avoidance aspects of the Debtors' royalty plan
and other accounting practices were not known or readily
discoverable prior to January 23, 2003, due to reasons beyond the
Mississippi State's reasonable control.  Besides, an extension of
the Claims Bar Date poses no prejudice to the Debtors or to the
judicial proceeding.  The Debtors must be deemed to have been
aware, even before this case was filed, that the inflated royalty
deductions and the other false accounting entries might be
disallowed in a State tax audit.  In addition, the Debtors' Plan
of Reorganization expressly defers the resolution of disputed
claims for 180 days after the plan confirmation. (Worldcom
Bankruptcy News, Issue No. 44; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WORKFLOW MANAGEMENT: Look for 2nd-Quarter 2004 Results Tomorrow
---------------------------------------------------------------
Workflow Management, Inc. (Nasdaq:WORK) will be releasing its
fiscal 2004 second quarter earnings for the three months ended
October 31, 2003, tomorrow evening.

The Company is in compliance with its November 30th delivery
requirement with its lenders and is continuing its exploration of
potential strategic alternatives to improve the Company's capital
structure.

A conference call to discuss the results will be held on Thursday,
December 11, 2003 at 11:00 a.m. EST. Hosting the call will be Gary
W. Ampulski, Chief Executive Officer, and Michael L. Schmickle,
Chief Financial Officer. The conference call number is (800) 891-
2713. International callers should dial (706) 634-5558.

The call will be broadcast live over the Internet and can be
accessed at http://www.workflowmanagement.com

A replay of the conference call will be available approximately
one hour after the conclusion of the conference call. The replay
may be accessed by telephone by calling (800) 642-1687 for calls
originating within the United States or (706) 645-9291 for
international calls. The password is 4399463 and the replay will
be available through 5:00 p.m. EST, on January 1, 2004.

Workflow Management, Inc. is a leading provider of end-to-end
print outsourcing solutions. Workflow services, from production of
logo-imprinted promotional items to multi-color annual reports,
have a reputation for reliability and innovation. Workflow's
complete set of solutions includes document design and production
consulting; full-service print manufacturing; warehousing and
fulfillment; and iGetSmart(TM) - the industry's most comprehensive
e-procurement, management and logistics system. Through custom
combinations of these services, the Company delivers substantial
savings to its customers - eliminating much of the hidden cost in
the print supply chain. By outsourcing print-related business
processes to Workflow, customers streamline their operations and
focus on their core business objectives. For more information, go
to the Company's Web site at http://www.workflowmanagement.com

                         *      *      *

                    Credit Facility Amendment

Workflow Management has entered into a definitive agreement with
its senior lenders that amends the Company's credit facility.
Under the terms of the amendment, the $50 million term loan
originally due on December 31, 2003 now matures on May 1, 2004.
The $16.8 million term loan and the approximately $100 million in
availability asset-based revolver, both of which were originally
due on June 30, 2005, now mature on August 1, 2004. In addition to
modifying the maturity dates of the Company's senior debt, the
credit facility amendment also provides the Company with improved
advance rates under the asset-based revolver on eligible accounts
receivable and inventory.

As previously announced, at April 30, 2003, the Company had
exceeded certain covenants in the credit facility that limited
capital expenditures and the incurrence of restructuring costs. As
part of the credit facility amendment, the Company's senior
lenders have waived these defaults. The amendment also modifies
the calculation of EBITDA for credit facility covenant purposes to
exclude the impact of the goodwill impairment and the results of
discontinued operations and amends certain financial covenants for
future periods in a manner consistent with the Company's current
business plan and forecasts.

As part of the credit facility amendment, the Company also changed
the conditions under which its lenders may exercise warrants to
purchase the Company's common stock and agreed to modify the
exercise schedule of the warrants. In addition, the Company agreed
to increase the number of shares of its common stock potentially
issuable upon exercise of these warrants.

                 Sale of Discontinued Operations

The Company also reported the successful divestiture of certain
non-core print manufacturing operations. The assets and
liabilities of the divested businesses, which have been excluded
from the Company's historical operating results and classified as
discontinued operations, were sold to a financial buyer for $5.0
million in gross proceeds. After payment of expenses, the
transaction generated net cash proceeds of approximately $4.9
million. Under the terms of the credit facility amendment
discussed above, the Company will use these net proceeds to make
certain earn-out payments that were due in May 2003 under purchase
agreements for prior acquisitions and to reduce outstanding
indebtedness under the credit facility.


XO COMMUNICATIONS: Commences Second Stage of Rights Offering
------------------------------------------------------------
XO Communications, Inc., launched the second stage of a two stage
rights offering and will issue transferable rights exercisable
into approximately 7.8 million shares of its new common stock,
$0.01 par value, at a purchase price of $5.00 per share.

The second stage rights will be issued exclusively to the
Company's pre-petition secured creditors as of November 15, 2002.

XO received approximately $162.5 million in paid subscriptions for
approximately 32.5 million shares of its new common stock in the
initial stage of the rights offering that closed on November 14,
2003. The shares subscribed for in both stages of the rights
offering will be issued after the expiration of the second stage
of the rights offering in early January 2004.

The rights offering is being made pursuant to the Company's
Chapter 11 plan of reorganization, which was confirmed by the
Bankruptcy Court. All proceeds received by XO from the rights
offering will be used to retire existing secured debt.

XO is a leading broadband telecommunications services provider
offering a complete portfolio of telecommunications services,
including: local and long distance voice, Internet access, Virtual
Private Networking, Ethernet, Wavelength, Web Hosting and
Integrated voice and data services.

XO has assembled an unrivaled set of facilities-based broadband
networks and Tier One Internet peering relationships in the United
States. XO currently offers facilities-based broadband
telecommunications services in more than 60 markets throughout the
United States.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Aphton Corp             APHT        (11)          16       (5)
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU          (7)         361       31
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.
Blount International    BLT        (369)         428       91
Cincinnati Bell         CBB      (2,104)       1,467     (327)
Cubist Pharmaceuticals  CBST         (7)         221      131
Choice Hotels           CHH        (114)         314      (37)
Columbia Laboratories   COB          (8)          13        5
Caraco Pharm Labs       CPD         (20)          20       (2)
Centennial Comm         CYCL       (579)       1,447      (98)
Echostar Comm           DISH     (1,206)       6,210    1,674
D&B Corp                DNB         (19)       1,528     (104)
Education Lending Group EDLG        (26)       1,481      N.A.
Graftech International  GTI        (351)         859      108
Hexcel Corp             HXL        (127)         708     (531)
Integrated Alarm        IASG        (11)          46       (8)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Inkine Pharm            INKP         (6)          14        5
Gartner Inc.            IT          (29)         827        1
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)
Kos Pharmaceuticals     KOSP        (75)          69      (55)
Lodgenet Entertainment  LNET       (101)         298       (5)
Lucent Technologies     LU       (3,371)      15,747    2,818
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
Maguire Properti        MPG        (159)         622      N.A.
Microstrategy           MSTR        (34)          80       (7)
Nuvelo Inc.             NUVO         (4)          27       21
Northwest Airlines      NWAC     (1,483)      13,289     (762)
ON Semiconductor        ONNN       (525)       1,243      195
Petco Animal            PETC        (11)         555      113
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (2,830)      29,345     (475)
Quality Distribution    QLTY       (126)         387       19
Rite Aid Corp           RAD         (93)       6,133    1,676
Ribapharm Inc           RNA        (363)         199       92
Sepracor Inc            SEPR       (392)         727      413
Sigmatel Inc.           SGTL         (4)          18       (1)
St. John Knits Int'l    SJKI        (76)         236       86
I-Stat Corporation      STAT          0           64       33
Syntroleum Corp.        SYNM         (1)          47       14
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
Thermadyne Holdings     THMD       (665)         297      139
TiVo Inc.               TIVO        (25)          82        1
Triton PCS Holdings     TPC         (60)       1,618      173
Tessera Technologies    TSRA        (74)          24       20
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
United Defense I        UDI         (30)       1,454      (27)
Ultimate Software       ULTI         (7)          31      (10)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Valence Tech            VLNC        (17)          36        4
Ventas Inc.             VTR         (54)         895      N.A.
Warnaco Group           WRNC     (1,856)         948      471
Western Wireless        WWCA       (464)       2,399     (120)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P.
Villavelez and Peter A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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                *** End of Transmission ***