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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 16, 2003, Vol. 7, No. 248   

                          Headlines

ADVOCAT INC: Promotes Raymond L. Tyler to EVP and COO
AIR CANADA: Request Approval for Funding of 2003 Pension Plan
ALARIS MEDICAL: Elects Jacqueline Kosecoff to Board Of Directors
AMERCO: Receives Court Approval of Disclosure Statement
AMES: Court Approves 3rd Amendment to $100M Kimco DIP Financing

ANC RENTAL CORP: Files Amended Plan and Disclosure Statement
ANP FUNDING I: S&P Withdraws Low-B Ratings at Company's Request
ARMSTRONG HOLDINGS: AWI Settles Wachovia Bank's 12-Part Claim
ATA HOLDINGS: Extends Exchange Offers for 10.5% and 9-5/8% Notes
ATLANTIC COAST: Urges Shareholders to Nix Mesa's Takeover Offer

ATLAS AIR: Continues Talks to Restructure Debt & Aircraft Leases
AURORA FOODS: Continuing Use of Existing Cash Management System
AXESSTEL INC: Hires Gumbinger Savett as New External Accountants
BLACK SEA & BALTIC: Sec. 304 Injunction Hearing Tomorrow in NYC
BMC INDUSTRIES: Will Exit Aperture Mask Business by Mid-2004

BOISE CASCADE: Will Pay Quarterly Dividend on January 15, 2004
BURLINGTON: Trust Wants to Transfer Burlington Fabrics' Assets
CANNON EXPRESS: Case Summary & 20 Largest Unsecured Creditors
CANWEST GLOBAL: Aussie Unit Secures A$700-Million Loan Facility
CENTENNIAL HEALTHCARE: Admin. Claims Bar Date is December 19

CENTERPOINT ENERGY: Prices $225MM of 2.875% Conv. Senior Notes
CENTRAL PARKING: Board Declares Regular Quarterly Cash Dividend
CENTRAL PARKING: Declares Quarterly Conv. Preferred Dividend
CHAMPIONLYTE HOLDINGS: Completes Compliance with All SEC Filings
CHI-CHI'S: Appoints Bankruptcy Management as Claims Agent

CIRTRAN CORP: Sept. 30 Net Capital Deficit Widens to $5 Million
COLUMBUS MCKINNON: Completes Exchange Offer for 10% Senior Notes
CONE MILLS: Completes $45-Million BofA and GECC DIP Financing
COVANTA: Covanta/Ogden Plan Confirmation Hearings Continue Today
DANKA BUSINESS: Provides More Details for Cost Reduction Plan

DDI CORP: Completes Financial Restructuring and Exits Chapter 11
DIRECTV LATIN AMERICA: Files Plan of Reorganization in Delaware
EDISON MISSION: S&P Affirms B Corporate Credit Rating
EDISON MISSION ENERGY: B Rating Affirmed After Facility Repayment
EDISON MISSION MIDWEST: S&P Affirms B Corporate Credit Rating

ENRON CORP: Wins Nod for Avoidance Action Tolling Agreements
FIRSTPLUS FINANCIAL: Fitch Keeps Watch on 45 RMBS Class Ratings
FLEMING COMPANIES: Files Plan and Disclosure Statement in Del.
FRANK'S NURSERY: November 2003 Same-Store Sales Slide-Down 2.4%
GENESIS HEALTH: Distributes GHC Common Stock to Shareholders

GENUITY INC: Bankr. Court Approves Verizon Settlement Agreement
HARNISCHFEGER: Bankr. Court Enters Final Decree Closing 2 Cases
HEALTHEAST: Fitch Ups Rating on $211-Mill. Revenue Bonds to BB+
HOMER CITY FUNDING: S&P Affirms BB Rating on $300 Million Bonds
JETBLUE AIRWAYS: S&P Affirms Ratings & Changes Outlook to Stable

JACK IN THE BOX: Seeks to Arrange $275-Million Credit Facility
JACK IN THE BOX: S&P Rates $475 Million Bank Facility at BB
KMART CORP: Judge Sonderby Disallows 48 Claims Totaling $44 Mil.
LEASCO INC: Case Summary and 16 Largest Unsecured Creditors
LUCENT TECH.: District Court Approves Shareowner Settlements

MANDALAY RESORT: Extends Exchange Offer for 6-1/2% Senior Notes
MARINER HEALTH: Selling $175 Million of 8.25% Senior Sub. Notes
MEDSOLUTIONS: Capital Deficits Raise Going Concern Uncertainty
MERRILL LYNCH: Fitch Rates Two Certificate Classes at BB+/B+
METALDYNE: Workers at New Castle, Ind. Plant Ratify Labor Pact

MIDWEST FUNDING: S&P Affirms $774M Sr. Sec. Bank Debt Rating at B
MIDWEST GEN.: Fitch Affirms B Ratings on Two P-T Certificates
MIRANT CORP: Hires McKinsey & Company as Management Consultant
NAPRO: Completes Sale of Worldwide Paclitaxel Business to Mayne
NHC COMMS: August 1 Balance Sheet Upside-Down by C$5 Million

NORTHWEST AIRLINES: Pilots Exploring Interim Investment Pact
ONEIDA LTD: Lenders Further Extend Waivers Until Jan. 30, 2004
PAC SIGN COMPANY: Case Summary & 20 Largest Unsecured Creditors
PACIFIC GAS: Bankruptcy Court Approves Plan of Reorganization
PACIFIC GAS: Fitch Says CPUC Review of Plan Won't Affect Ratings

PARTNER COMMS: S&P Ratchets Long-Term Ratings Up a Notch to BB-
PATHMARK STORES: Selling 8.75% Notes through Private Placement
PEAK ENTERTAINMENT: Ability to Continue Operations Uncertain
PEREGRINE SYSTEMS: Delays Filing of Periodic Reports with SEC
PG&E CORP: Reviewing Shareholder-Funded Executive Retention Plan

PG&E NATIONAL: Wins Nod to Hire Lazard Freres as Fin'l Advisor
PILLOWTEX CORP: Earns Final Nod to Use Lenders' Cash Collateral
PIONEER NATURAL: Hosting Conference Call and Webcast Today
PROTEIN DESIGN: Files Form S-3 for $250-Mill. Conv. Note Resale
RAYOVAC: Airs Disappointment with Norelco Ruling

ROTECH HEALTHCARE: S&P Places Low-B Level Ratings on Watch Neg.
ROUGE INDUSTRIES: Committee Brings-In Reed Smith as Counsel
RYLAND GROUP: Will Publish Fourth-Quarter Results on January 22
SEA CONTAINERS: Improved Earnings Prompt Fitch's Stable Outlook
SEMCO ENERGY: Commences 7.75% Senior Unsecured Notes Offering

SK GLOBAL: Wants Lease Decision Time Extended Until March 22
SL INDUSTRIES: Will Buy-Back Up to 10% of Outstanding Shares
SLATER STEEL: Extends DIP Financing Facility Until December 19
SPECIAL METALS: Appoints Dennis L. Wanlass as New Co. President
SUPERIOR GALLERIES: Taps Singer Lewak as New Public Accountants

TEXAS COMMERCIAL: Emerges from Chapter 11 Workout Proceedings
THAXTON GROUP: Morris Nichols Serving as Bankruptcy Attorneys
TIMKEN COMPANY: Will Receive Payment Under U.S. Trade Law
TOUCH AMERICA: Today's the Deadline for Filing Proofs of Claim
TRI-UNION DEVELOPMENT: Committee Taps Ware Snow as Attorneys

US AIRWAYS: Reduces Canadian Aircraft Finance Claim to $6.5 Mil.
U.S. LIQUIDS: Begins Trading on the Over the Counter Pink Sheets
WORLD WIRELESS: Seeking New Financing to Meet Liquidity Needs

* Large Companies with Insolvent Balance Sheets

                          *********

ADVOCAT INC: Promotes Raymond L. Tyler to EVP and COO
-----------------------------------------------------
Advocat Inc. (OTC Bulletin Board: AVCA) announced that Raymond L.
Tyler was promoted to Executive Vice President and Chief Operating
Officer.

Commenting on the appointment, William R. Council, III, president
and chief executive officer, stated, "Ray Tyler's promotion to
Executive Vice President and Chief Operating Officer recognizes
his contributions to Advocat and his successful role in managing
our operations. In his new role, he assumes the responsibility for
Diversicare Assisted Living in addition to his current management
responsibilities that include Diversicare Management Services and
Diversicare Leasing Corporation."

Mr. Tyler (age 53) joined Advocat in January 2001 as Vice
President of Operations and has served as Senior Vice President of
Operations since October 2002. Prior to joining Advocat, he served
as Senior Vice President Northeast Region at Vencor, Inc. and
President and Chief Executive Officer of Hunter Care Centers.

Advocat Inc. -- whose June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $43 million -- provides
long-term care services to nursing home patients and residents of
assisted living facilities in 9 states, primarily in the
Southeast, and three provinces in Canada.

For additional information about the Company, visit Advocat's Web
Site at http://www.irinfo.com/avc/


AIR CANADA: Request Approval for Funding of 2003 Pension Plan
-------------------------------------------------------------
Air Canada, which is restructuring under the Companies' Creditors
Arrangement Act, is requesting court approval for funding of 2003
Pension Plan.

                         Service Costs

Air Canada will be asking the Court this week to amend the initial
CCAA order to permit the Company to make contributions to its
defined benefit pension plans equal to the 2003 current service
costs for those plans. In the aggregate, these contributions will
total approximately $120 million to be allocated to the various
plans in accordance with actuarial valuation requirements. These
plans cover all of Air Canada's unionized and non-unionized
employees and retirees in Canada and the U.K. as well as a group
of Jazz pilots. The making of this contribution has been approved
by the Board of Directors of the Company, the Monitor and Trinity
Time Investments Limited pursuant to its investment agreement
approved by the Court on December 8, 2003.

On December 10, the Court approved the Company's request to remit
the 2003 employer contributions in the aggregate amount of
approximately $15 million to the Jazz defined contribution pension
plans and group RRSP, the Air Canada pilots' retirement
compensation arrangement and the Air Canada flight attendants'
group RRSP.

"Our request to the Court for a timely contribution of current
service costs to the pension plans is a reflection of our
commitment to preserve existing benefits for employees and
retirees," said Robert Milton, President and CEO of Air Canada.
"This contribution will strengthen the financial position of our
pension plans. While significant issues relating to the deficits
in the defined benefit plans remain outstanding, we will continue
to work with Air Canada's equity sponsor, the regulator and other
stakeholders to arrive at a resolution as soon as possible."


ALARIS MEDICAL: Elects Jacqueline Kosecoff to Board Of Directors
----------------------------------------------------------------
ALARIS Medical Systems Inc. (NYSE: AMI) announced that Jacqueline
Kosecoff, Ph.D., has been elected to serve as a member of its
Board of Directors.

Dr. Kosecoff is executive vice president, Pharmaceutical Services
at PacifiCare Health Systems Inc. (NYSE: PHS), one of the nation's
largest consumer health organizations. Prior to joining
PacifiCare, Dr. Kosecoff was founder, president and chief
operating officer of Protocare (now Constella Health Strategies
and Radiant Research), a firm whose lines of business included the
clinical development of drugs, devices, biopharmaceutical and
nutritional products and health services consulting. Dr. Kosecoff
was co-founder and co-CEO of Value Health Sciences (VHS), a wholly
owned subsidiary of Value Health Inc. (NYSE: VHI). VHS was the
first company to combine medical sciences and information
technology to reengineer the utilization review and approval
process, and sent on to introduce sophisticated systems that
brought health services data into management's use.

Dr. Kosecoff is a recognized expert in the areas of clinical and
health services research, quality of care and technology
assessment, disease management and organization of the health care
delivery system. She served as Professor of Medicine and Public
Health at the University of California, Los Angeles, where she
still holds a Research Professorship. She has published
extensively in such journals as the New England Journal of
Medicine, Journal of the American Medical Association and the
Annals of Internal Medicine.

"Jackie is an excellent addition to our Board," said David L.
Schlotterbeck, president and chief executive officer. "Her skills
and experience with both the medical community and the hospital
and healthcare systems' information technology environments will
bring valuable perspectives to our Board as we continue our
commitment to deliver practical solutions for intravenous
medication safety at the critical point of care."

Dr. Kosecoff has also served as a consultant to the World Health
Organization's Global Quality Assessment Programs, on the
Institute of Medicine's Board of Health Care Services and the RAND
Graduate School's Board of Governors. Currently, Dr. Kosecoff sits
on the board of directors for the City of Hope, Pharmaceutical
Care Management Association (PCMA) and STERIS Corp. (NYSE: STE).

Dr. Kosecoff holds a BA from the University of California, Los
Angeles, an MS in Applied Mathematics from Brown University, and a
doctorate in Research Methods from the University of California,
Los Angeles.

Her election expands the ALARIS Medical Systems Inc. Board of
Directors from six to seven members.

ALARIS Medical Systems Inc. (S&P, BB- Corporate Credit Rating,
Positive), develops practical solutions for medication safety. The
company designs, manufactures and markets intravenous medication
delivery and infusion therapy devices, needle-free disposables and
related monitoring equipment in the United States and
internationally. ALARIS Medical Systems' proprietary Guardrails(R)
Safety Software, its other "smart" technologies and its "smart"
services help to reduce the risks and costs of medication errors,
help to safeguard patients and clinicians and also gather and
record clinical information for review, analysis and
transcription. The company provides its products, professional and
technical support and training services to over 5,000 hospital and
health care systems, as well as alternative care sites, in more
than 120 countries through its direct sales force and
distributors. With headquarters in San Diego, ALARIS Medical
Systems employs approximately 2,900 people worldwide. Additional
information on the company can be found at
http://www.alarismed.com/


AMERCO: Receives Court Approval of Disclosure Statement
-------------------------------------------------------
AMERCO (Nasdaq: UHALQ) announced that the United States Bankruptcy
Court, District of Nevada has approved the Disclosure Statement
filed in connection with the Company's First Amended Joint Plan of
Reorganization for the purposes of soliciting creditor approval
for the amended Plan of Reorganization.

The Bankruptcy Court also authorized the Company to begin
soliciting approval from its creditors for its amended Plan.  The
Company plans to begin solicitation of acceptances for its Plan on
December 16, 2003.  The voting deadline by which acceptances or
rejection on the Plan are to be received by the Company (or its
voting agent) has been set for January 20, 2004.  The hearing to
confirm the Company's Plan of Reorganization is scheduled for
February 2, 2004.

Joe Shoen, chairman of AMERCO said, "AMERCO's plan is a result of
a collaborative process with its creditor and creditors'
representatives.  We are pleased to be able to formally present
our plan for restructuring.  The Court's approval of the
disclosure statement and the establishment of a timeline for our
emergence demonstrate clearly that we are on track for our exit
from Chapter 11."

"AMERCO plans to emerge from this process with a strong capital
structure, which will enhance our market leadership in the do-it-
yourself moving and storage industry benefiting our customers,
lenders, vendors and shareholders," Shoen concluded.

AMERCO is the parent company of U-Haul International, Inc.,
Republic Western Insurance Company, Oxford Life Insurance Company
and Amerco Real Estate Company.  For more information about
AMERCO, visit http://www.amerco.com/


AMES: Court Approves 3rd Amendment to $100M Kimco DIP Financing
---------------------------------------------------------------
The U.S. Bankruptcy Court approves the Ames Department Stores
Debtors' Third Amendment to the DIP Credit Agreement with Kimco.

The significant elements of the Third Amendment to the DIP Credit
Agreement are:

Revolving Commitment:   At no time will the aggregate principal
                        amount of the Loans, when added to the
                        outstanding aggregate principal amount of
                        all Loans outstanding at such time under
                        the Existing DIP Credit Agreement, exceed
                        the lesser of:

                        -- the Borrowing Base;

                        -- $32,500,000 before the occurrence of
                           the Step-Up Date, and $45,000,000
                           following the occurrence of the
                           Step-Up Date; and

                        -- the Commitment.

                        "Step-Up Date" means the date when Kimco,
                        the Debtors, and the Committee agree in
                        writing to increase the maximum amount of
                        Loans permitted to be outstanding,
                        provided no Event of Default will have
                        occurred.

Use of Proceeds:        Following the approval of the Third
                        Amendment -- Third Amendment Effective
                        Date -- in addition to financing the
                        carrying costs for the Debtors' Real
                        Property Assets until they are sold or
                        assigned, the Debtors may utilize the
                        proceeds of the Loans solely:

                        -- to fund settlements of Administrative
                           Claims in the Cases settled; and

                        -- for general corporate purposes, but
                           only to the extent that at the time a
                           Loan is requested for that purpose, no
                           Debtors will use cash on hand to fund
                           a settlement of Administrative Claims.

Borrowing Base
Definition:             An amount equal to the sum of:

                        (a) 80% of the fair market value of the
                            Real Property Assets determined by
                            Kimco and the Debtors in their
                            reasonable business judgment or, in
                            the event Kimco and the Debtors will
                            not agree to the fair market value,
                            by an independent third party
                            appraiser retained by Kimco; and

                        (b) 50% of the amount of Accounts
                            Receivable at that time.

Fees and Expenses:      (1) Loan Fees

                        In consideration for the Commitment, in
                        addition to the existing fees set forth
                        in the Existing Kimco DIP Credit
                        Agreement, the Debtors will be obligated
                        to pay:

                          (i) a structuring fee equal to 1% of
                              $32,500,000; and

                         (ii) upon the occurrence of the Step-Up
                              Date, a further fee equal to 1% of
                              the amount of Loans extended which,
                              when added to Loans then
                              outstanding, exceed $32,500,000.

                        The Structuring Fee will be due and
                        payable by the Debtors as of the date of
                        the Third Amendment.  The Step-Up Fee
                        will be due and payable by the Debtors as
                        of the Step-Up Date.

                        (2) Contingent Fee

                        The Debtors will pay Kimco a loan fee
                        equal to 25% of the Net Savings to the
                        extent settlement payments are funded
                        with the proceeds of a Loan.  Each
                        Contingent Fee will be deemed earned,
                        due, and payable as of the date any
                        Debtor funds a settlement of any
                        Administrative Claim.

                        Provided no Event of Default will have
                        occurred and continue, the Debtors will
                        be initially required to pay Kimco 60% of
                        the Contingent Fee then earned, due, and
                        payable and the remaining 40% on or
                        before the Consummation True-Up Date,
                        provided, however, that the Debtors may
                        defer the initial payment until the time
                        they will have more than $12,000,000 on
                        deposit in their operating accounts.

                        The determination of the Contingent Fee
                        will be subject to the True-Up utilizing
                        the Blended Rate as set forth in the
                        Existing Kimco DIP Agreement.

                        For purposes of calculating a Contingent
                        Fee, "Net Savings" means an amount:

                        -- equal to the asserted Administrative
                           Claim;

                        -- multiplied by the percentage of the
                           asserted claim the claimant would have
                           received if no Administrative Claims
                           would have been settled by the Debtors
                           subsequent to the Third Amendment
                           Effective Date; and

                        -- less the actual amount paid to the
                           claimant as a result of a settlement.

                        "True-Up" means for the purposes of
                        recalculating the Contingent Fee at the
                        time:

                          (i) the percentage of each
                              Administrative Claim asserted by
                              claimants that would have been paid
                              if no Administrative Claims would
                              have been settled by the Debtors
                              subsequent to the Third Amendment
                              Effective Date; and

                         (ii) making the necessary upward or
                              downward adjustments to the
                              Contingent Fees paid by the Debtors
                              utilizing the Blended Rate at that
                              time.

                        "Blended Rate" means, at the time of
                        determination, an amount equal to the
                        average amount repaid to claimants of
                        Administrative Claims pursuant to
                        settlements of Administrative Claims
                        settled.

                        (3) Payments Upon Shortfall

                        When Fees will be payable and the
                        Debtors' funds on hand are insufficient
                        to satisfy these Fees, the Debtors will
                        be deemed to have requested a Loan equal
                        to the shortfall.  This Loan will be
                        deemed to have been made and the proceeds
                        simultaneously paid to Kimco in
                        satisfaction of the unpaid amount of the
                        Fees.

Further Conditions
to Each Loan:           (1) In the case of any Loan incurred from
                            and after the Third Amendment
                            Effective Date, an aggregate cash
                            balance not less than $7,500,000 will
                            be on deposit in the Debtors'
                            operating accounts immediately before
                            the borrowing; and

                        (2) In the case of any Loan incurred
                            which, when added to the Loans
                            outstanding, would exceed
                            $32,500,000, the Step-Up Date will
                            have occurred.

Budget:                 Budget reports are waived for future
                        borrowings.

Settlement of
Administrative Claims:  The Debtors will use commercially
                        reasonable efforts to effect settlements
                        of Administrative Claims in a manner
                        consistent with the Claims Settlement
                        Program.

True-Up Procedures      (1) Upon the occurrence of the
                            Termination True-Up Date:

                            * Kimco will cause a True-Up; and

                            * The Debtors will establish the
                              True-Up Escrow Account into which
                              the Debtors will deposit an amount
                              equal to the difference between the
                              total amount of fees owed to Kimco
                              following the True-Up calculation
                              and the total Contingent Fees
                              previously paid to Kimco.

                        (2) Upon the occurrence of the
                            Consummation True-Up Date:

                            * Kimco will cause a True-Up;

                            * Funds on deposit in the True-Up
                              Escrow Account will be disbursed to
                              Kimco to the extent of any amounts
                              due and owing to Kimco on account
                              of unpaid portions of the
                              Contingent Fee following the
                              True-Up calculation at that time;
                              and

                            * To the extent any disbursement
                              would be insufficient to satisfy
                              the amounts owed to Kimco, the
                              Debtors will immediately pay over
                              to Kimco the additional amounts.
                              To the extent following the True-Up
                              Kimco actually received payments
                              exceeding the amount actually owed
                              to it, Kimco will promptly refund
                              the excess to the Debtors.
(AMES Bankruptcy News, Issue No. 47; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ANC RENTAL CORP: Files Amended Plan and Disclosure Statement
------------------------------------------------------------
The ANC Rental Debtors and the Official Committee of Unsecured
Creditors submitted to Judge Walrath an amended Joint Liquidating
Plan and Disclosure Statement on December 4, 2003.

John Chapman, President of ANC Rental Corporation, informs the
Court that the modifications in the Disclosure Statement are not
material, and are already authorized by Judge Walrath on her
Disclosure Statement Approval Order.  The modifications were made
to put explicit statements on the treatment of Ad Valorem Taxes
after Palm Beach County in Florida objected to the Disclosure
Statement approval.

Pursuant to the Amended Plan, the Liquidating Trust will pay all
Other Secured Claims, Ad Valorem Tax Claims, Allowed Priority Tax
Claims and Allowed Other Priority Claims in full.  To the extent
that there are assets remaining in the Liquidating Trust after
payment of all Other Secured Claims, Ad Valorem Tax Claims,
Allowed Priority Tax Claims, Allowed Other Priority Claims and
the expenses of the Liquidating Trust, all holders of Allowed
General Unsecured Claims will receive a Pro Rata Share
distribution of the remaining assets of the Liquidating Trust.

The Amended Plan also provides that:

   (a) Allowed Ad Valorem Tax Claims will be reconciled and will
       receive payment in full from the Ad Valorem Tax Escrow
       established pursuant to the Sale Order; provided,
       however, that in the event that the amounts in the Ad
       Valorem Tax Escrow are insufficient to pay any Allowed Ad
       Valorem Tax Claim, the Liquidating Trust will pay to the
       holders of the Allowed Ad Valorem Tax Claim an amount
       equal to the insufficiency;

   (b) As soon as practicable after the later of the Effective
       Date, or the date the Ad Valorem Tax Claim was resolved
       by a Final Order of the Bankruptcy Court, each holder of
       an Allowed Ad Valorem Tax Claim will receive payment in
       full from the Ad Valorem Tax Escrow established pursuant
       to the Sale Order; provided, however, that in the event
       that the amounts in the Ad Valorem Tax Escrow are
       insufficient to pay any Allowed Ad Valorem Tax Claim, the
       Liquidating Trust will pay to the holder of the Allowed
       Ad Valorem Tax Claim an amount equal to the insufficiency
       as soon as practicable after the Effective Date as the
       Claims are reconciled; and

   (c) As soon as practicable after the Effective Date as other
       Ad Valorem Tax Claims are reconciled, each holder of an
       Allowed Ad Valorem Tax Claim will receive payment in full
       from the Ad Valorem Tax Escrow established pursuant to
       the Sale Order; provided, however, that in the event that
       the amounts in the Ad Valorem Tax Escrow are insufficient
       to pay any Allowed Ad Valorem Tax Claim, the Liquidating
       Trust will pay to the holder of the Allowed Ad Valorem
       Tax Claim an amount equal to the insufficiency as soon as
       practicable after the Effective Date as the Claims are
       reconciled.

The distributions provided for holders of Allowed Ad Valorem Tax
Claims are in full settlement, release and discharge of all Ad
Valorem Tax Claims.

A free copy of the Amended Joint Liquidating Plan is available
at:

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

A free copy of the Amended Joint Disclosure Statement is
available at:

     http://bankrupt.com/misc/ANCRentalAmendedDisclosureStatement.pdf  
(ANC Rental Bankruptcy News, Issue No. 44; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ANP FUNDING I: S&P Withdraws Low-B Ratings at Company's Request
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating on ANP Funding I LLC and its 'B' rating on the
company's $934 million senior bank facility.

The rating was withdrawn at the company's request.

ANP Funding is an indirect, a wholly owned subsidiary of American
National Power, which, in turn, is an indirect wholly owned
subsidiary of International Power PLC and owns approximately 3,300
MW of primarily merchant generating capacity located in
Massachusetts and Texas.


ARMSTRONG HOLDINGS: AWI Settles Wachovia Bank's 12-Part Claim
-------------------------------------------------------------
On August 30, 2001, Wachovia Bank filed a single proof of claim
against Armstrong World Industries comprised of twelve separate
claims:  

1.  The Liberty Mutual Claim

The first claim arises under a $9,200,000 letter of credit issued
by Wachovia for the benefit of Liberty Mutual Insurance Company.  
The Liberty Letter of Credit supports AWI's obligations to Liberty
with respect to workers' compensation programs and insurance.  In
accordance with authority received from the Bankruptcy Court, AWI
has been honoring all obligations with respect to its workers'
compensation programs and, accordingly, to date, no draws have
been made on the Liberty Letter of Credit.

2.  The Georgia Fund Claim

The second claim arises under a $1,000,000 letter of credit issued
by Wachovia for the benefit of Georgia Self Insurers Guaranty
Trust Fund.  The Georgia Letter of Credit supports AWI's
obligations to the Georgia Fund with respect to workers'
compensation programs and insurance.  In accordance with authority
received from the Bankruptcy Court, AWI has been honoring all
obligations with respect to its workers' compensation programs
and, accordingly, to date, no draws have been made on the Georgia
Letter of Credit.

3.  The Pennsylvania Claim

The third claim arises under an $8,900,000 letter of credit
Wachovia issued for the benefit of the Commonwealth of
Pennsylvania Self Insurance Division (Bureau of Workers'
Compensation).  The Pennsylvania Letter of Credit supports the
obligations of AWI and a former subsidiary of AWI -- American
Olean -- to the Commonwealth of Pennsylvania with respect to
workers' compensation programs and insurance.  Because, after the
Petition Date, AWI stopped paying workers' compensation
obligations relating to American Olean, on January 26, 2001, the
Commonwealth of Pennsylvania drew $1,000,000 from the Pennsylvania
Letter of Credit, thereby reducing the face value of the
Pennsylvania Letter of Credit to $7,900,000.  Nevertheless, in
accordance with authority received from the Bankruptcy Court, AWI
has been honoring all obligations with respect to its own workers
compensation programs and, accordingly, to date, no further draws
have been made on the Pennsylvania Letter of Credit.

4.  The Hartford Claim

The fourth claim arises under a $5,600,000 letter of credit
Wachovia issued for the benefit of Hartford Fire Insurance
Company.  The Hartford Letter of Credit was issued to support
certain insurance deductible obligations of Armstrong Wood
Products, a non-debtor subsidiary of AWI.  AWP has continued to
honor its obligations to Hartford since the Petition Date and,
therefore, to date, no draws have been made on the Hartford Letter
of Credit.  On February 12, 2002, the principal amount of the
Hartford Letter of Credit was reduced by agreement between
Hartford, Wachovia and AWI to $500,000.

5.  The Second Pennsylvania Claim

The fifth claim arises under a $964,708 second letter of credit
issued by Wachovia for the benefit of the Commonwealth of
Pennsylvania.  The Second Pennsylvania Letter of Credit expired on
February 25, 2002.  Before that expiration, no draws had been made
on the Second Pennsylvania Letter of Credit.

6.  The U.S. Fire Claim

The sixth claim arises under a $l,500,000 letter of credit issued
by Wachovia for the benefit of the United States Fire Insurance
Company.  The U.S. Fire Letter of Credit supports certain
insurance deductible obligations of AWP, AWI's non-debtor
subsidiary.  AWP has continued to honor its obligations to U.S.
Fire since the Petition Date and, therefore, to date, no draws
have been made on the U.S. Fire Letter of Credit.  On December 7,
2001, the principal amount of the U.S. Fire Letter of Credit was
reduced by agreement between U.S. Fire, Wachovia and AWI to
$500,000.

7.  The Somerset IRB Claim

The seventh claim arises out of AWI's guarantee in respect of a
$10,404,383 letter of credit Wachovia issued for the benefit of
State Street Bank.  The Guarantee Letter of Credit was issued to
support payments in connection with the Somerset Industrial
Revenue Bond Issue for Hartco Hardwood Flooring, a non-debtor
subsidiary of Armstrong Wood Products.  Hartco has continued to
honor its obligations on the Somerset IRB since the Petition Date.  
To date, no draws have been made on the Guarantee Letter of
Credit.  AWI's guarantee with respect to the Somerset IRB is being
treated. as a "Subsidiary Debt Guarantee Claim" under the Plan and
is being reinstated under the Plan.

8.  The Zurich Claim

The eighth claim arises under an $8,000,000 letter of credit
Wachovia issued for the benefit of Zurich American Insurance
Company.  The Zurich Letter of Credit supports AWI's obligations
to Zurich with respect to workers compensation programs and
insurance.  In accordance with authority received from the
Bankruptcy Court, AWI has been honoring all obligations with
respect to its workers' compensation programs and, accordingly, to
date, no draws have been made on the Zurich Letter of Credit.

9.  The Cabajaya Claim

The ninth claim arises under a $3,000,000 letter of credit
Wachovia issued for the benefit of Cabajaya Timber Industries.  
The Cabajaya Letter of Credit supports certain trade-related
obligations of the Cabinets Division of AWP, a non-debtor
subsidiary of AWI.  AWP continues to honor its obligations to
Cabajaya since the Petition Date and, therefore, to date, no draws
have been made on the Cabajaya Letter of Credit.

10.  The ESOP Claim

The tenth claim relates to AWI's guarantee of an 8.35% Series A
Guaranteed Serial ESOP Note, dated June 19, 1989, in the original
principal amount of $6,940,197.

11.  The Credit Facility Claim

The eleventh claim arises out of AWI's obligations under a
$450,000 revolving credit facility issued to AWI under the terms
of a prepetition credit agreement between AWI and a syndicate of
financial institutions, including Wachovia.  The Chase Manhattan
Bank, as an issuing bank and as administrative agent on behalf of
all of the participating lenders under the Credit Facility,
including Wachovia, has filed a proof of claim in the full amount
of the Credit Facility.  Wachovia acknowledges that it is no
longer a participant in or a holder of the Credit Facility.

12.  The Management Fee Claim

The twelfth claim seeks cash management fees in an unspecified
amount.

                        Parties Stipulate

AWI and Wachovia have reached an agreement to resolve the Claim.  
The
parties agree that:

       1. the Wachovia Claim will be deemed amended to
          exclude and expunge with prejudice the Second
          Pennsylvania Claim, the Line of Credit Claim, and the
          Fee Claim;

       2. the ESOP Note Claim will be deemed an allowed
          Class 6 Claim for $6,940,197; and

       3. the Pennsylvania Claim will be deemed an allowed
          Class 6 Claim for $l,000,000.

With respect to the Liberty Claim, the Georgia Claim, the
Pennsylvania Claim, the Hartford Claim, the U.S. Fire Claim, the
Zurich Claim, and the Cabajaya Claim, the parties agree that:

       (a) With respect to the Liberty Letter of Credit, the
           Georgia Letter of Credit, the Pennsylvania Letter
           of Credit -- in the reduced face amount of
           $7,900,000 -- the Hartford Letter of Credit -- in
           the reduced face amount of $500,000 -- the U.S. Fire
           Letter of Credit -- in the reduced face amount of
           $500,000 -- the Zurich Letter of Credit, and the
           Cabajaya Letter of Credit, these Continuing LOCs
           will remain in full force and effect for a minimum
           of 18 months after the Plan Effective Date, and
           Wachovia agrees not to take any action that would
           result in a termination of these Continuing LOCs
           before the expiration of the 18-month period.

       (b) During the 18-month period, Wachovia is permitted
           to deliver written notice of its intent to terminate
           any of the Continuing LOC -- as permitted by, and
           in accordance with, the underlying documents -- so
           long as the termination is not effective until at
           least 18 months after the Effective Date.

       (c) Upon the expiration of the 18-month period
           following the occurrence of the Effective Date and
           upon each anniversary of such date, each Continuing
           LOC will be automatically extended for additional
           one-year periods, unless, at least 90 days prior to
           the expiration of each such period, Wachovia
           provides written notice of its election not to renew
           a Continuing LOC for the additional period.

       (d) Wachovia agrees to waive all accrued and unpaid fees,
           costs, legal fees/costs, and other charges and
           expenses that have accrued or will accrue under the
           Continuing LOCs, as well as the Second Pennsylvania
           Letter of Credit, through the Plan Effective Date.

       (e) From the Effective Date forward, AWI agrees to pay
           to Wachovia a letter of credit fee of 100 basis
           points per annum on the average daily outstanding
           amount of each Continuing LOC, payable quarterly in
           arrears.  Wachovia agrees that the fee will continue
           to apply until termination or expiration of each
           Continuing LOC.

       (f) Any draws made, or claims arising under, the
           Continuing LOCs following the Effective Date
           constitute post-confirmation claims that are not
           subject to discharge under any Bankruptcy Court order
           confirming the Plan in accordance with the Bankruptcy
           Code provisions.

By this motion, AWI asks Judge Newsome to approve the Stipulation.
(Armstrong Bankruptcy News, Issue No. 53; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


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

     * newly issued 10-1/8% Senior Notes due 2010 and cash
       consideration for any and all of the $125 million
       outstanding principal amount of its 9-5/8% 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 19, 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 19, 2003, unless further extended by
the Company.

The Company is currently 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 12, 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/


ATLANTIC COAST: Urges Shareholders to Nix Mesa's Takeover Offer
---------------------------------------------------------------
Atlantic Coast Airlines Holdings, Inc., (Nasdaq: ACAI) sent the
following letter to stockholders in connection with Mesa Air Group
Inc.'s (Nasdaq: MESA) consent solicitation.  ACA is not including
consent revocation cards with its mailing to stockholders, and
indicated that it will not do so until a future mailing.

Mesa announced in October 2003 that it would seek to replace ACA's
Board of Directors, and recently filed definitive consent
solicitation materials with the Securities and Exchange
Commission.  ACA has filed materials with the SEC that explain in
detail the reasons for the Board's opposition to Mesa's consent
solicitation.

The complete text of the letter to stockholders follows:

    December 10, 2003

    Dear Atlantic Coast Airlines Stockholder:

    We are writing to you because Mesa Air Group, Inc. has
announced its intent to solicit your consent to remove the current
members of the Board of Directors of Atlantic Coast Airlines
Holdings, Inc. and to replace them with a slate of directors
handpicked by Mesa.  Your Board believes that Mesa is attempting
to take control of your company in order to advance Mesa's
interests -- with no regard for the serious harm its actions could
cause for ACA and its stockholders.

    ACA has a truly unique opportunity to use its position at
Washington Dulles International Airport to pursue operations as a
low-cost carrier, which is a strategy affirmed by ACA's Board
after months of careful comparison to the economics and risks of
entering into a new, lower margin contract with United Air Lines,
Inc., as part of United's reorganization in bankruptcy.  ACA
continues to move forward with its plan to become an independent
low fare airline, recently ordering 25 new Airbus A320 family
aircraft and unveiling its new name, Independence Air.  In
contrast, nearly 12 months after United entered bankruptcy, United
has not yet presented its bankruptcy court with a plan of
reorganization and has stated that it still must resolve five
major issues and obtain a federal loan guarantee before it
will be able to emerge from bankruptcy.

                   PROTECT YOUR INVESTMENT:  
           DO NOT LET MESA TAKE OVER YOUR COMPANY
  
      DO NOT SIGN ANY WHITE CONSENT CARD SENT TO YOU BY MESA

    Mesa has indicated that it will soon start to solicit consents
to elect its hand-picked slate of nominees to ACA's Board and that
it intends to commence an exchange offer to acquire ACA in a
stock-for-stock deal.  You should understand that, even if Mesa
commences an exchange offer for ACA, Mesa will be under no
obligation to complete that offer unless a long list of conditions
is satisfied.

Mesa is dependent on companies that are competitors of ACA's
Independence Air, and Mesa's directors and officers have a
fiduciary responsibility to act in the best interests of Mesa
stockholders, not you.  Your Board believes that Mesa's consent
solicitation asking you to replace the ACA Board is designed
primarily to benefit Mesa.

In fact, on November 12, 2003, Mesa and United announced a non-
binding memorandum of understanding that proposes new, less
favorable terms for ACA to operate as a regional feeder for
United.  In the MOU, United agreed to increase the fees it pays to
Mesa if Mesa's nominees are elected to ACA's Board and approve the
terms of the MOU, regardless of whether Mesa ever seeks an
acquisition of ACA.  Mesa's MOU with United would reward Mesa
stockholders, not ACA's stockholders, for the value inherent in
ACA.

    Although Mesa attempts to portray itself as a concerned ACA
stockholder whose interests are aligned with yours, we believe
that the MOU gives rise to a significant conflict of interest for
Mesa that you should keep I n mind when considering Mesa's
proposals.  Specifically, we believe that Mesa stands to gain far
more in direct benefits from the deal that it has negotiated for
itself with United than it does from its holdings in ACA.

    The ACA Board believes that the only certain outcome from the
election of Mesa's hand-picked nominees is that ACA would be under
the control of directors whose objectivity is questionable, who
have no experience in managing your company and who would have
little or no leverage in negotiating with United.

          DO NOT TRUST MESA TO ACT IN YOUR BEST INTEREST

    Mesa's nominees have little experience in the airline
industry.  None of them has reported owning any ACA stock, but
several of them own Mesa stock and/or have business relationships
with Mesa, which could impair their ability to objectively
evaluate the terms of a proposed combination with Mesa or a
relationship with United.  The track record of Mesa CEO Jonathan
Ornstein and Mesa's own board members demonstrates questionable
corporate governance practices that should raise significant
concerns for stockholders, including:

    *  Mr. Ornstein has engaged Mesa in a series of related party
       transactions, enriching him, his partners and his
       associates, that have been of dubious value to, or have led
       to significant losses for, Mesa and its stockholders.  For
       example, Ornstein and two other Mesa directors who very
       recently tendered their resignations from Mesa's board
       invested in a partnership that profited from Mesa's
       acquisition of CCAir, even though CCAir was later shut
       down, resulting in a multi-million dollar pretax charge to
       Mesa.

    *  In Mesa's proxy statement for its 2003 annual meeting, Mesa
       disclosed that seven of the nine directors serving on the
       Mesa board at that time had outside business relationships
       with Mesa, including serving as executives or directors of
       companies that have had dealings with and have received
       substantial payments from Mesa.

    *  Mesa directors and executives, including Ornstein,
       collectively sold millions of dollars in Mesa stock in the
       weeks prior to Mesa's announcement of its unsolicited
       interest in ACA, precisely when those directors and
       executives could reasonably expect that Mesa's share price
       would decline and in contrast to their public statements
       regarding the benefit of a merger with ACA.

    ACA's Board takes its fiduciary duties to its stockholders
seriously. Based on a recent evaluation, Institutional Shareholder
Services, the nation's leading provider of proxy voting and
corporate governance services, awarded ACA a Corporate Governance
Quotient Score that rated ACA higher than 99% of the companies in
the S&P SmallCap 600 index and higher than 98.8% of the companies
in the transportation group.

      ANY ACA-MESA COMBINATION WOULD ENTAIL SIGNIFICANT RISK
                   FOR ACA STOCKHOLDERS

    Your Board is suspicious of Mesa's highly conditional
indication that it may wish to acquire ACA and believes that Mesa
has failed to address the many hurdles and risks presented by an
ACA-Mesa combination, including:

    *  The significant conflicts between the labor contracts of
       Mesa pilots and ACA pilots, which could lead to labor force
       disruptions and increased labor costs.

    *  Delta Air Lines' right to terminate ACA's Delta Connection
       agreement. If Mesa acquires more than 50% of ACA's stock
       and Delta then terminates the Delta Connection agreement,
       ACA will lose its right to require Delta to assume its
       leases on the increasingly costly Fairchild 328 Jets used
       in ACA's Delta Connection program.

    *  The synergies suggested by Mesa may not materialize.  Mesa
       has failed to quantify or even reasonably identify the
       source of any expected synergies, or to address how Mesa
       will achieve efficiencies while adhering to conflicting
       pilot agreements and operating eight fleet types.

    *  Mesa's agreement with United is non-binding and conditioned
       upon a number of factors, including United's emergence from
       bankruptcy.

            WE URGE YOU TO REJECT MESA'S SOLICITATION

    Your Board opposes Mesa's consent solicitation.  Materials
filed with the Securities and Exchange Commission that fully
explain the reasons for the Board's opposition are being sent to
you with this letter.

       Protect your investment.  Reject Mesa's consent
solicitation and do not sign any white consent card sent to you by
Mesa.

    We will soon be sending you a GOLD consent revocation card.  
We urge you not to sign any consent card sent to you by Mesa, and
to instead sign, date and mail the GOLD consent revocation card
promptly after you receive it.

    If you have any questions about the consent solicitation or
need additional information, please contact Georgeson Shareholder
Communications, Inc. toll free at 1-800-213-0317 or visit ACA's
Web site at http://www.atlanticcoast.com/

    On behalf of the entire ACA Board, I thank you for your
continued support. We are committed to working hard on behalf of
all our stockholders.

     Sincerely,

     /s/ Kerry B. Skeen

     Kerry B. Skeen
     Chairman and Chief Executive Officer

                            IMPORTANT

     WE STRONGLY RECOMMEND THAT YOU REJECT MESA AND ITS EFFORTS TO
TAKE CONTROL OF YOUR COMPANY.  PLEASE LOOK FOR ADDITIONAL
MATERIALS FROM ACA, INCLUDING A GOLD CONSENT REVOCATION CARD,
WHICH WILL BE MAILED TO YOU SOON.  PLEASE DO NOT SIGN ANY WHITE
CONSENT CARD FROM MESA.

     Your vote is important.  If you have questions or need
assistance, please call:

                      Georgeson Shareholder

                   17 State Street, 10th Floor
                        New York, NY  10004
                    (800) 213-0317 (Toll Free)

              Banks and Brokerage Firms please call:
                        (212) 440-9800

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

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


ATLAS AIR: Continues Talks to Restructure Debt & Aircraft Leases
----------------------------------------------------------------
Atlas Air Worldwide Holdings provided an update on the Company's
ongoing restructuring negotiations and released unaudited
financial information for the Company for the three and nine
months ended September 30, 2003.

The Company continues to negotiate with its lessors and creditors
in an effort to restructure the terms and conditions of its debt
and aircraft leases to bring them in line with current and
anticipated market conditions. The Company had previously reached
agreements in principle with several of its primary creditors and
lessors to restructure its debt and leases, based upon the
Company's financial projections set forth in its Form 8-K dated
September 12, 2003. However, the Company's unaudited operating
results for the three and nine months ended September 30, 2003
were significantly below those projections.

This shortfall was attributable primarily to (i) lower than
anticipated military charters, (ii) the termination by the Company
of an ACMI contract, (iii) lower than expected scheduled service
revenue due to an industry-wide delay in seasonal peak demand, and
(iv) higher than projected fuel prices. As a result, the Company
has revised its business plan to reflect these recent actual
results and modified its projections of future operating results
accordingly.

The Company is currently in discussions with its major creditors
and lessors with a view to obtaining their agreement to the
payment reductions and deferrals and fleet reductions contemplated
by the revised business plan. These measures are being taken in
order to achieve a pre-negotiated restructuring to be effected
through a Chapter 11 filing under the U.S. Bankruptcy Code.

In order to give the Company sufficient time to continue such
discussions, the Company has deferred the anticipated date of a
Chapter 11 filing from December 15, 2003 to February 1, 2004. By
obtaining pre-negotiated agreements from its major creditors and
lessors, the Company hopes to reduce the time spent in bankruptcy
so as to minimize the impact of the filing on its operations.

While the Company anticipates that it will be able to obtain
agreements of its major creditors and lessors to effect a pre-
negotiated Chapter 11 bankruptcy filing, no assurance can be given
that it will be successful. In the event the Company is not
successful in effecting a pre-negotiated filing with its major
creditors and lessors, it could be forced by its creditors into
bankruptcy and/or be forced to take other actions, which may
include ceasing operations, or selling assets for the benefit of
its creditors.

At this time, it is not possible to predict accurately the effect
of the Chapter 11 reorganization process on the Company's business
or when it may emerge from Chapter 11. The Company's future
results depend in part on the timely and successful completion of
negotiations with its creditors and lessors, upon the ability of
the Company to comply with the terms and conditions of its
restructuring agreements and upon confirmation and implementation
of a plan of reorganization. No assurance can be given as to what
values, if any, will be ascribed in the bankruptcy case to each of
these constituencies, and it is possible that the Company's
existing equity or other securities will be restructured in a
manner that will reduce substantially, or eliminate, any value.
Accordingly, the Company urges that appropriate caution be
exercised with respect to existing and future investments in any
of the Company's securities.

The Company's unaudited financials for the nine and three months
ended September 30, 2003 and a summary of the Company's revised
business plan and revised projections have been furnished to the
Securities and Exchange Commission on a Form 8-K dated
December 11, 2003. This Form 8-K submission can be accessed
through the Company's Web site at http://www.atlasair.com/


AURORA FOODS: Continuing Use of Existing Cash Management System
---------------------------------------------------------------
To avoid disruption of operations and ensure an orderly transition
into Chapter 11, the Debtors Aurora Foods sought and obtained
permission to continue using their existing Cash Management
System.  The Court's authority extends to any modifications to the
cash management system made in the ordinary course of business.  
Judge Walrath finds that the Debtors' cash management procedures
are ordinary and essential business practices similar to those
used by other major corporate enterprises and permit the Debtors
to operate in a cost-efficient manner.  

Aurora Foods, Inc. and Sea Coast Foods, Inc. have historically
operated as one entity, issuing consolidated financial statements
and filing consolidated tax returns.  They maintain common bank
accounts in Aurora's name, and, in the ordinary course of their
businesses maintain a highly automated, integrated, and
centralized cash management system to collect, transfer, and
disburse funds generated by their operations and to accurately
record all transactions as they are made.  No interdebtor
transfers or any intercompany funding takes place between Aurora
and Sea Coast.

Eric M. Davis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in Wilmington, Delaware, informs Judge Walrath that the Debtors'
Cash Management System includes:

   -- centralized cash forecasting and reporting;

   -- collection and disbursement of funds; and

   -- the administration of bank accounts required to effect
      the collection, disbursement, and movement of cash.

The Cash Management System also involves several accounts:

   (1) The Concentration Account;
   (2) Investment Account;
   (3) Disbursement Account;
   (4) Petty Cash Account;
   (5) MetLife Account;
   (6) Retention Bonus Plan; and
   (7) Sold Accounts Receivable.

                   The Concentration Account

The Debtors maintain a concentration account with JPMorgan
Chase funded from, among other things:

   (1) the purchase price paid by Chase for the receivables it
       purchases from time to time under the Receivables Purchase
       Agreement, dated as of April 19, 2000, between Chase and
       Aurora, as modified;

   (2) draws under the revolving credit facility established by
       the Fifth Amended and Restated Credit Agreement, dated
       November 1, 1999 as otherwise modified, among:

          -- Aurora Foods, Inc.;

          -- the lenders party;

          -- Chase, as administrative agent for the Lenders;

          -- National Westminster Bank PLC, as syndication agent;
             and

          -- UBS AG, Stamford Branch, as documentation agent;

   (3) wires or automatic clearinghouse transfers from various
       customers; and

   (4) residual funds from receivables not sold to Chase or funds
       in excess of what is owed Chase under the Receivables
       Purchase Agreement.  

The Debtors' cash accumulates in the Concentration Account from
where it is transferred, either:

   (a) to fund zero balance disbursement accounts, direct
       electronic fund transfers, ACH Transfers, or wire
       transfers; or

   (b) to the Investment Account.

                      Investment Account

On a daily basis, funds in excess of $200,000 in the Debtors'
Concentration Account are automatically swept for overnight
investment into the Company's investment account at Chase in
accordance with a Money Market Fund Sweep Agreement with Chase.  
As of the close of business on each banking day, Chase invests
the swept funds in Chase shares of the JPMorgan U.S. Government
Money Market Fund.  The Money Market Fund, which is AAA-rated by
Standard & Poor's, invests substantially all of its assets in
securities issued by the U.S. government and its agencies.  The
Chase Shares are redeemed on the next banking day after the sweep
and the redemption proceeds are credited back to the
Concentration Account.

                     Disbursement Accounts

The Debtors maintain four zero balance controlled disbursement
accounts at Chase to fund the Debtors' operational needs,
including accounts payable, consumer refunds, and medical
benefits.  Consumer refunds refer to Checks that the Debtors
issue to refund customers for purchased goods that were
unsatisfactory have a limit of $50 per check.  The Concentration
Account is directly debited for any funds disbursed from the
Disbursement Accounts.  Additional disbursement accounts are
maintained for the Debtors' manual payroll needs.  

                     Petty Cash Account

The Petty Cash Accounts in their four manufacturing facilities
are funded from small asset sales or transfers from the
Concentration Account and are used to purchase miscellaneous,
low-dollar, office and manufacturing supplies.  Only a de minimis
amount is kept in the Petty Cash Accounts, otherwise, the funds
in these accounts are transferred to the Concentration Account at
the direction of the Company.

                      MetLife Account

Metropolitan Life manages the Company's short and long-term
disability payments.  An ACH Transfer advances the amount of
disability payments to MetLife from the Concentration Account.  
In turn, MetLife issues checks on a MetLife bank account to the
disability plan participants.

                      Payroll Account

Aurora has two payroll groups:

   (1) Hourly-paid employees, who are paid every Thursday, one
       week in arrears, and the remainder is paid every Friday,
       one week in arrears, that is, every Thursday or Friday as
       the case may be, and these employees are paid for the week
       period ending at midnight on the previous Saturday; and   

   (2) Salaried employees, other than plant managers, are paid
       bi-weekly on Fridays and are paid "current," so that on
       every other Friday they are paid for the present pay
       period through midnight of the following day, that is,
       Saturday.  Plant managers are also paid bi-weekly on every
       other Friday, but are paid two weeks in arrears.

Automatic Data Processing, Inc., an independent payroll service
company, manages the Debtors' payrolls.  The amount of each
payroll is advanced to ADP by wire transfer from the
Concentration Account two days prior to the applicable payday.  
ADP actually pays the payroll funds to the employees by either
wire or check, at the employee's election, from an ADP bank
account.  The Company wires the amount of all employee tax
remittances to ADP on the day before the applicable payday.  ADP
forwards the tax remittances to the appropriate tax authorities
on Aurora's behalf.

The Debtors also maintain a manual payroll account at Chase.  
This account, which usually has a balance of no more than
$10,000, funds various incidental employee expenses.

                   Retention Bonus Plan

In March 2003, Aurora implemented a Retention Bonus Plan for
certain of the Company's employees.  In accordance with the Bonus
Plan, the Debtors have set aside funds in an account with Chase
to hold amounts that would otherwise be the Bonus Plan Employees'
estimated federal, state, and other tax liabilities associated
with the retention bonus payable under the Retention Bonus Plan.

                  Sold Accounts Receivable

From time to time, Aurora sells to Chase, pools of account
receivable under the Receivables Purchase Agreement.  In
consideration for the Eligible Receivables purchased on each
Funding Date, Chase pays Aurora a purchase price.

Aurora's customers remit the money owed to the Eligible
Receivables by either a Direct Transfer into the Concentration
Account or a check mailed to a lockbox account at Chase.  On a
daily basis, funds from the Lockbox Account are deposited into a
clearing account, also at Chase.  From there, the funds are
either forwarded to Chase as a collection on an account
receivable sold to it or transferred into the Concentration
Account.  Any funds in the Clearing Account relating to
receivables that were not sold to Chase under the Receivables
Purchase Agreement or that represent collections in excess of
what Chase is to collect under the Receivables Purchase Agreement
are transferred to the Concentration Account for the benefit of
Aurora.  If customers remit payments by Direct Transfer into the
Concentration Account, these funds are then wired from the
Concentration Account to the Clearing Account to be applied.

In summary, the Cash Management System provides significant
benefits to the Debtors, including the ability to:

   (a) tightly control corporate funds;

   (b) segregate cash flows;

   (c) invest idle cash;

   (d) ensure cash availability when necessary; and

   (e) reduce administrative expense by facilitating the movement
       of funds and the development of timely and accurate
       account balance and presentment information.

Mr. Davis asserts that maintenance of the existing Cash
Management System without disruption is essential to the Debtors'
ongoing operations and is in the best interests of the Debtors'
estates and creditors.  The continued use of the System will
enable the Debtors to continue to collect and administer
deposits, pay and monitor operating cost and disbursements, and
manage and monitor investment cash consistent with established
investment policies.

The Debtors believe that continuation of the Cash Management
System will not prejudice any party-in-interest but rather will
benefit all creditors by:

   (a) minimizing disruption to the Debtors' businesses;
   
   (b) preserving the administrative savings that the system
       currently provides; and
   
   (c) reducing the daily operating expenses of the Debtors'
       estates.

If the Debtors are compelled to modify their current Cash
Management System, Mr. Davis explains that the operations of the
Debtors could be severely, and perhaps irreparably, impaired.  
(Aurora Foods Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


AXESSTEL INC: Hires Gumbinger Savett as New External Accountants
----------------------------------------------------------------
November 3, 2003, Axesstel, Inc., confirmed with its auditors,
Kenny H. Lee CPA Group, that the firm would no longer be
representing the Company as its accountants. As of that date, the
Company informed Kenny Lee that they would no longer require their
services.

Kenny H. Lee CPA Group last reported on the Company's financial
statements as of February 28, 2003. Axesstel's financial
statements for the fiscal year ended December 31, 2001,
as audited by Kenny Lee, included an independent auditor's report
containing an explanatory paragraph describing uncertainty as to
the Company's ability to continue as a going concern.  The
Company's financial statements for the fiscal year ended
December 31, 2002, as audited by Kenny Lee, contained no paragraph
regarding any uncertainty as to the Company's ability to continue
as a going concern.

The change of independent accountants was ratified by the Board of
Directors of Axesstel, Inc. on November 3, 2003.

Axesstel has engaged Gumbinger, Savett, Finkel, Fingleson & Rose,
Inc. as its new independent accountant on November 3, 2003.


BLACK SEA & BALTIC: Sec. 304 Injunction Hearing Tomorrow in NYC
---------------------------------------------------------------
By Order of the U.S. Bankruptcy Court for the Southern District of
New York, a hearing before the Honorable Cornelius Blackshear will
convene tomorrow at 2:00 p.m. to consider a request by Dan Yoram
Schwarzmann and Douglas Nigel Rackham, as joint provisional
liquidators of Black Sea and Baltic General Insurance Company
Limited, for a permanent injunction and order pursuant to Sec. 304
of the Bankruptcy Code.

Among others, the Provisional Liquidators want the Scheme of
Arrangement filed in the U.K. to be given full force and be
declared binding to all scheme creditors in the U.S.  The
Provisional Liquidators also seek to enjoin creditors from
seizing, repossessing, or transferring company property in the
U.S. or commencing or continuing legal action against Black Sea.

A copy of the Scheme of Arrangement is available at no charge at
http://www.blacksea.co.uk/or on written request to the Counsel  
for the Provisional Liquidators:

        Chadbourne & Parke LLP
        30 Rockefeller Plaza
        New York, NY 10112
        Tel: 212-408-5100
        Attn: Howard Seife, Esq.
              Francisco Vazquez, Esq.

Incorporated in England and Wales, Black Sea and Baltic General
Insurance Company Limited wrote general insurance and reinsurance
business covering marine, aviation, non-marine and personal lines.
Black Sea wrote business through its head office in London, its
branch in Paris and through a number of agencies principally in
the U.K. but also overseas until just before the appointment of
the Provisional Liquidators. The U.K. Provisional Liquidators
filed a Sec. 304 petition on September 22, 1998 (Bankr. S.D.N.Y.
Case No. 98-46759). At June 2003, the Company was estimated to
have gross liabilities in excess of $100 million.    


BMC INDUSTRIES: Will Exit Aperture Mask Business by Mid-2004
------------------------------------------------------------
BMC Industries Inc. (OTCBB:BMMI) will phase out its Buckbee-Mears
aperture mask operation in Cortland, N.Y., by June 2004.

The move is part of BMC's company-wide restructuring efforts and
will enable BMC to focus all of its resources on growing its
remaining optical lens business.

In making the announcement, the company noted that worldwide
aperture mask capacity continues to exceed demand, depressing
pricing and affecting the ongoing viability of its Buckbee-Mears
business. Compounding the issue, picture tube production has moved
away from the group's historical home markets in North America and
Europe to Asia.

BMC's management believes that the decision to close its aperture
mask operations, though difficult, is in the best long-term
interests of the company. Going forward, this will allow
management to focus its efforts on opportunities in its Vision-
Ease Lens business.

Approximately 200 employees will be affected by the phase out of
the Cortland operation. Manufacturing is scheduled to end during
the first quarter of 2004. The precise date of the production
shutdown depends on fulfilling outstanding customer order
commitments. The company has begun efforts to sell the remaining
Cortland assets, including the division's 360,000-sq. ft.
manufacturing facility.

The company announced that it will take an estimated $14-17
million in pre-tax restructuring and asset impairment charges in
the fourth quarter ending December 31, 2003, related to this
realignment of its operations.

BMC Industries Inc., founded in 1907, is comprised of two business
segments: Optical Products and Buckbee-Mears. The Optical Products
group, operating under the Vision-Ease Lens trade name, is a
leading designer, manufacturer and distributor of polycarbonate
and glass eyewear lenses. Vision-Ease Lens also distributes
plastic eyewear lenses. Vision-Ease Lens is a technology and a
market share leader in the polycarbonate lens segment of the
market. Polycarbonate lenses are thinner and lighter than lenses
made of other materials, while providing inherent ultraviolet (UV)
filtering and impact resistant characteristics. The Buckbee-Mears
group is the only North American manufacturer of aperture masks, a
key component in color television picture tubes. For more
information about BMC Industries visit the company's Web site at
http://www.bmcind.com/  

                           *   *   *

As reported in Troubled Company Reporter's November 21, 2003
edition, BMC Industries, Inc. obtained an additional 60-day waiver
to comply with certain covenants under its credit agreement from
its bank group.

The company's banks granted an initial two-week waiver to BMC on
June 30, 2003, and subsequent 60-day waivers on both July 15, 2003
and September 15, 2003, following notice by BMC to its bank group
that the company expected to be out of compliance with certain
covenants and obligations under its credit agreement as of
June 30, 2003.

The waiver announced also extended the time period for BMC to make
certain scheduled principal and fee payments, and defers all
interest payment obligations until January 13, 2004, the
termination date of this waiver. The agreement also requires that
the net proceeds of asset sales and certain other cash flows be
paid to the lenders and applied against interest and principal
obligations. Since July 30, 2003, the date of the first interest
deferral, the Company has incurred interest obligations of $3.2
million and made interest payments of $2.4 million. The latest
waiver agreement defers current and projected interest payments
totaling approximately $2.1 million, subject to certain mandatory
repayments to lenders.

As previously announced, the banks and the company have agreed
that no additional borrowings will be extended during the waiver
period. Discussions continue between BMC, its banks and the
company's advisors, regarding a longer-term resolution of the
situation.


BOISE CASCADE: Will Pay Quarterly Dividend on January 15, 2004
--------------------------------------------------------------
Boise Cascade Corporation (NYSE: BCC) announced a regular
quarterly dividend of 15 cents per common share, payable on
January 15, 2004, to shareholders of record on January 1, 2004.

The company also said that it will begin expensing stock options
awarded in 2003 on its income statement.  The financial impact on
the company's 2003 full-year results will be insignificant.

Boise (S&P/BB+/Stable/--) delivers office, building, and paper
solutions that help its customers to manage productive offices and
construct well-built homes -- two of the most important activities
in our society.  Boise's 24,000 employees help people work more
efficiently, build more effectively, and create new ways to meet
business challenges.  Boise also provides constructive solutions
for environmental conservation by managing natural resources for
the benefit of future generations.  Boise had sales of $7.4
billion in 2002.


BURLINGTON: Trust Wants to Transfer Burlington Fabrics' Assets
--------------------------------------------------------------
Rebecca L. Booth, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, recounts that on September 23, 2002,
Burlington Investment II Inc. and Burlington Fabrics Inc. entered
into an asset purchase agreement, where Burlington Investment
purchased substantially all of the assets of Burlington Fabrics,
including:

   -- cash or cash equivalents,
   -- all of Burlington Fabrics' interests in real property,
   -- personal property,
   -- inventories,
   -- accounts receivables,
   -- contract rights,
   -- permits,
   -- intangible assets,
   -- books and records,
   -- intellectual property,
   -- insurance benefits, and
   -- all claims, choses in action and lawsuits against third
      parties.

Upon completion of the Intercompany Transaction, Burlington
Fabrics transferred the proceeds from the Intercompany
Transaction and its other remaining assets to an irrevocable
trust for the sole benefit of Burlington Fabrics' creditors.

Pursuant to the Trust Agreement dated September 25, 2002 between
Burlington Fabrics and U.S. Bank National Association, as trustee
of the Burlington Fabrics Irrevocable Trust, U.S. Bank can only
distribute the assets of the Burlington Fabrics Irrevocable Trust
in accordance with a Court order, subject to certain exceptions
for the payment of fees, taxes and other similar costs.

On October 31, 2003, Ms. Booth relates, the Court confirmed the
First Amended Joint Plan of Reorganization of Burlington
Industries, Inc. and Its Debtor Subsidiaries, dated August 27,
2003, as modified.  The Plan became effective on November 10,
2003.  

The Plan provides that:

   "[o]n the Effective Date, the funds held in the Burlington
   Fabrics Irrevocable Trust . . . shall be transferred to the
   BII Distribution Trust,"

The Plan further provides that U.S. Bank may take all actions
necessary or appropriate to transfer the funds held in the trust
and to liquidate and close out the Burlington Fabrics Irrevocable
Trust.  The Confirmation Order also authorizes and directs U.S.
Bank to transfer the funds held in the Burlington Fabrics
Irrevocable Trust to the BII Distribution Trust for distribution
to the creditors of Burlington Fabrics.  The Plan further
contemplates the liquidation of the Burlington Fabrics
Irrevocable Trust upon the transfer.

Ms. Booth relates that the Burlington Fabrics Irrevocable Trust
holds certain assets in addition to cash.  In particular,
pursuant to the Purchase Agreement, the Burlington Fabrics
Irrevocable Trust holds:

   (a) intercompany claims against certain of the Reorganized
       Debtors and a related proof of claim, which intercompany
       claims have been extinguished in accordance with the Plan;
       and

   (b) all minute books, stock records and corporate seals of
       Burlington Fabrics.

As a result, U.S. Bank cannot liquidate and close out the
Burlington Fabrics Irrevocable Trust, as contemplated by the
Plan, unless and until the Remaining Non-Cash Assets are
transferred to the BII Distribution Trust.

Accordingly, the BII Distribution Trust asks the Court to
authorize U.S. Bank to transfer the Remaining Non-Cash Assets of
Burlington Fabrics to the BII Distribution Trust to effectuate
the liquidation and closing out of the Burlington Fabrics
Irrevocable Trust in accordance with the Plan.

Ms. Booth points out that U.S. Bank will continue to be
responsible for winding up the affairs of and closing out the
Burlington Fabrics Irrevocable Trust, including, without
limitation, the payment of all taxes and the filing of all
reports relating to the Burlington Fabrics Irrevocable Trust or
any of the assets previously held by the Burlington Fabrics
Irrevocable Trust.  Neither the BII Distribution Trust nor the
Distribution Trust Representative will have any liability or
obligation with respect to the matters. (Burlington Bankruptcy
News, Issue No. 44; Bankruptcy Creditors' Service, Inc., 215/945-
7000)    


CANNON EXPRESS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Cannon Express, Corp.
             P.O. Box 364
             Springdale, Arkansas 72765

Bankruptcy Case No.: 5:03-bk-78113

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Cannon Express Inc.                        5:03-bk-78110
     TCC Leasing, Inc.                          5:03-bk-78111
     American Freight Forwarders,               5:03-bk-78112
     International, Inc.

Type of Business: The debtor ships retail and wholesale goods,
                  automotive supplies, nonperishable food
                  products, and paper goods.

Chapter 11 Petition Date: December 9, 2003

Court: Western District of Arkansas (Fayetteville)

Judge: James G. Mixon

Debtors' Counsel: James F. Dowden, Esq.
                  JAMES F. DOWDEN, P.A.
                  212 Center Street, 10th Floor
                  Little Rock, Arkansas 72201
                  Tel: 501-324-4700
                  Fax: 501-374-5463

Estimated Assets: $0 to $50,000

Estimated Debts:  $10 Million to $50 Million

A. Cannon Express Corp.'s 20 Largest Unsecured Creditors:

Entity                                  Claim Amount
------                                  ------------
Travelers Insurance Co.                   $2,500,000
One Tower Square
re: Jesus Bravo claim
Hartford, CT 06183

Cannon Exp Workers Comp Acct                $763,360
Po Box 364
Springdale, AR 72764

Goodyear Tire & Rubber Co.                  $558,403
Po Box 277348 Ref No
00201049
Atlanta, GA 30384

Mcgee                                       $479,500
303 Martin Luther King Dr
McComb, MS 39648

The Baxter Agency LLC                       $386,169
Po Box 8725
Dothan, AL 36304

Cannon Exp Corp Group Benefits              $337,582
P.O. Box 364
Springdale, AR 72765

Sanford                                     $300,000
3407 Pearl
Erie, PA 16510

Trigg William                               $225,062

Comdata                                     $209,514

Pilot Corp                                  $203,883

Tsalonis                                    $167,155

Jones                                       $120,000

Aether Systems                              $109,752

Matrix Funding Corp                         $105,255

Aon Risk Svcs Inc PA                         $89,250

Southern AG Carriers                         $82,220

Comdata                                      $78,993

Baxter Healthcare Corp.                      $74,838

Fleet Charge - Navistar                      $65,680

Jefferson Partners L.P.                      $63,168

B. Other Debtor's 9 Largest Unsecured Creditors:

Entity                                  Claim Amount
------                                  ------------
G E Capital                               $3,284,038
attn: Paul Cummings
44 Old Ridgebury Road
Danbury, CT 06810

Equilease                                 $2,953,261
attn: Bob Koehler
325 Cedar Street
Suite 324
Saint Paul, MN 55101

Citicapital Equipment                     $2,900,388
Attn: Ken Metevier
250 E Carpenter Freeway
Mailstop HO-3145
Irving, TX 75062

Transamerica Equip Finance                $1,746,609
attn: Randy Shumate/John Burke
10975 Benson Drive, Ste 530
Overland Park, KS 66210

Amsouth Bank                                $510,204
attn: JD May
200 East Capitol Street
Suite 600
Jackson, MS 39201

Wells Fargo Bank                            $619,006
attn: Jeff Bergquist
733 Marquette Ave
Suite 700
Minneapolis, MN 55402

TCF Leasing                                 $507,731
attn: Bill Ernst
11100 Waysata Blvd, Ste 801
Hopkins, MN 55305

Matrix Funding Corporation                   Unknown
NW 7658
P O Box 1450
Minneapolis, MN 55485-7658

Navistar Financial                           Unknown
attn: Ed Roberts
6801 Gaylord Parkway
Suite 203
Frisco, TX 75034


CANWEST GLOBAL: Aussie Unit Secures A$700-Million Loan Facility
---------------------------------------------------------------
CanWest Global Communications Corp.'s Australian media operation,
Network TEN, has secured a new five-year A$700 million syndicated
loan facility which will help to reduce TEN's financing costs. A
syndicate of seven leading international banks is contributing to
the funding.

TEN Executive Chairman Nick Falloon pointed out that the Company's
existing facility was in place until early 2005, but the current
economic conditions provided an opportunity to negotiate a new
facility on favorable terms. "The banks are clearly impressed by
TEN's record financial performance and the generally positive
outlook for the media business in Australia going forward," said
Falloon.

CanWest recently announced record first quarter results for TEN
and an increase to the interim dividend payment. CanWest
anticipates receiving a payment of A$102 million in the second
quarter of fiscal 2004.

CanWest Global Communications Corp. (S&P, B+ Long-Term Corporate
Credit and Senior Unsecured Ratings, Stable) (NYSE: CWG; TSX:
CGS.S and CGS.A) -- http://www.canwestglobal.com/-- is an  
international media company. CanWest, Canada's largest publisher
of daily newspapers, owns, operates and/or holds substantial
interests in newspapers, conventional television, out-of-home
advertising, specialty cable channels, radio networks and web
sites in Canada, New Zealand, Australia, Ireland and the United
Kingdom. The Company's program production and distribution
division operates in several countries throughout the world.


CENTENNIAL HEALTHCARE: Admin. Claims Bar Date is December 19
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
fixes December 19, 2003, as the last date for creditors of
Centennial Healthcare Corporation and its debtor-affiliates to
file their proofs of administrative claims against the debtors.

Claim holders must file written proofs of claim. Forms must be
filed with the Debtors' Claims Agent at:

        Trumbull Group LLC
        PO Box 721
        Windsor, Connecticut 06095-0721

Eight classes of administrative claims are exempted from the bar
date:

        1. claims already properly filed with the Bankruptcy
           Court;

        2. claims already paid by the Debtors;

        3. claims for payment of goods used or services rendered
           in the debtors' ordinary course of business;

        4. claims arising from the Revolving Credit, Guarantee and
           Security Agreement;

        5. claims of professionals for payment of services
           rendered after the petition date;

        6. claims of employees for salary, wages, or benefits for
           services rendered after the petition date;

        7. claims of any director, officer, or employee as of
           November 30, 2003, seeking payment for indemnification,
           contribution, or reimbursement; and

        8. claims seeking fees imposed by 28 U.S.C. Sec.
           1930(a)(6).

Centennial HealthCare Corporation, which operates and manages 86
nursing homes in 19 states, filed for Chapter 11 petition on
December 20, 2002 (Bankr. N.D. Ga. Case No. 02-74974).  Brian C.
Walsh, Esq., and Sarah Robinson Borders, Esq., at King & Spalding,
represent the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed
estimated debts and assets of over $100 million each.        


CENTERPOINT ENERGY: Prices $225MM of 2.875% Conv. Senior Notes
--------------------------------------------------------------
CenterPoint Energy, Inc. (NYSE: CNP) has entered into an
agreement, subject to standard closing conditions, for the sale of
$225 million of 2.875 percent convertible senior notes due 2024.  

The company has granted to the initial purchasers an option to
purchase up to an additional $30 million of convertible notes.  
The company will use the net proceeds from this offering
to redeem a portion of the $250 million aggregate liquidation
amount of 8.125 percent trust preferred securities, Series A,
issued by HL&P Capital Trust I, one of its subsidiary trusts.  
Pending such use, the company intends to use the net proceeds to
repay a portion of the outstanding borrowings under its credit
facility.  The sale of the convertible notes is expected to close
on December 17, 2003.

The convertible notes will be senior unsecured obligations of the
company. Noteholders may convert the notes at an initial
conversion rate of 78.0640 shares of CenterPoint Energy common
stock per $1,000 principal amount of notes (which represents a
conversion price of $12.81 per common share) under certain
circumstances, including if the closing sale price of the common
stock equals or exceeds 120 percent of the conversion price for a
specified period of time.

The convertible notes will bear interest at 2.875% annually.  The
company will also pay contingent interest during any six-month
interest period beginning January 15, 2007, in which the trading
price of the convertible notes for a specified period of time
equals or exceeds 120 percent of their principal amount.

Also, beginning January 15, 2007, the company may redeem any of
the convertible notes at 100 percent of the principal amount
redeemed plus accrued and unpaid interest.  In addition,
noteholders may require the company to purchase the notes on
January 15 of 2007, 2012 and 2017 or in the event of certain
fundamental changes occurring prior to January 15, 2007 at 100
percent of the principal amount purchased plus accrued and unpaid
interest.

The convertible notes and the underlying common stock issuable
upon conversion thereof 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
registration requirements.

CenterPoint Energy, Inc. (Fitch, BB+ Preferred Securities and
Zero-Premium Exchange Notes' Ratings, Negative), headquartered in
Houston, Texas, is a domestic energy delivery company that
includes electric transmission and distribution, natural gas
distribution and sales, interstate pipeline and gathering
operations, and more than 14,000 megawatts of power generation in
Texas.  The company serves nearly five million customers primarily
in Arkansas, Louisiana, Minnesota, Mississippi, Missouri,
Oklahoma, and Texas.  Assets total approximately $20 billion.  
CenterPoint Energy became the new holding company for the
regulated operations of the former Reliant Energy, Incorporated in
August 2002.  With more than 11,000 employees, CenterPoint Energy
and its predecessor companies have been in business for more than
130 years.  For more information, visit the Web site at
http://www.CenterPointEnergy.com/  


CENTRAL PARKING: Board Declares Regular Quarterly Cash Dividend
---------------------------------------------------------------
Central Parking Corporation (NYSE:CPC) announced that its Board of
Directors has declared a regular quarterly cash dividend of $0.015
(one and one-half cent) per share for the Company's common stock.

The quarterly cash dividend will have a record date of
December 31, 2003, and will be distributed to shareholders on
January 14, 2004. Central Parking Corporation has approximately 36
million shares of common stock outstanding.

Central Parking Corporation (S&P, B+ Corporate Credit Rating,
Negative), headquartered in Nashville, Tennessee, is a leading
provider of parking and transportation-related services. The
Company operates approximately 3,700 parking facilities containing
more than 1.6 million spaces at locations in 38 states, the
District of Columbia, Canada, Puerto Rico, the United Kingdom, the
Republic of Ireland, Chile, Colombia, Germany, Mexico, Peru,
Poland, Spain, Switzerland, Venezuela and Greece.


CENTRAL PARKING: Declares Quarterly Conv. Preferred Dividend
------------------------------------------------------------
Central Parking Corporation (NYSE:CPC) announced declaration of a
regular quarterly dividend of $0.328125 a share on the convertible
preferred securities that were issued in a private placement to
qualified institutions in March 1998.

The dividend has a record date of December 15, 2003, and will be
distributed to security holders on January 2, 2004. The dividend
is being paid through Central Parking Finance Trust, an affiliate
of the Company.

Central Parking Corporation (S&P, B+ Corporate Credit Rating,
Negative), headquartered in Nashville, Tennessee, is a leading
provider of parking and transportation-related services. The
Company operates approximately 3,700 parking facilities containing
more than 1.6 million spaces at locations in 38 states, the
District of Columbia, Canada, Puerto Rico, the United Kingdom, the
Republic of Ireland, Chile, Colombia, Germany, Mexico, Peru,
Poland, Spain, Switzerland, Venezuela and Greece.


CHAMPIONLYTE HOLDINGS: Completes Compliance with All SEC Filings
----------------------------------------------------------------
ChampionLyte Holdings, Inc. (OTC Bulletin Board: CPLY) said a
clerical error with its recent 10-QSB filing resulted in the
appearance of an "e" on its stock symbol.  

The Company said that the new regulations require a Form 906
Certification to be filed with its quarterly filings.  Such
certification was inadvertently omitted from the most recent
filing and an amendment has been filed with the SEC to correct
this error.

"We were as surprised as anyone when we saw the 'e' after our
stock symbol [Fri]day," said David Goldberg, president of
ChampionLyte Holdings, Inc.  "While we were in complete compliance
with all of our filings, including our most recent 10-QSB,
apparently the Form 906 certification, which was completed,
somehow was not attached to the filing.  The situation has been
rectified and we anticipate that the 'e' will be removed shortly.

"We want our shareholders, customers and vendors to know that it's
business as usual at ChampionLyte Holdings, Inc.," Goldberg said.

ChampionLyte Holdings, Inc. is a fully reporting public company
whose shares are quoted on the OTC Bulletin Board under the
trading symbol CPLY. Its recently formed beverage division,
ChampionLyte Beverages, Inc., a Florida corporation, manufactures,
markets and sells ChampionLyte(R), the first completely sugar-free
entry into the multi-billion dollar isotonic sports drink market.
Its The Old Fashioned Syrup Company subsidiary manufactures,
distributes and markets three flavors of sugar-free syrups. The
products are sold in more than 20,000 retail outlets including
some of the nation's largest supermarket.
    
                         *     *     *

On June 25, 2003, Radin Glass & Co, LLP was dismissed as the
independent auditor for Championlyte Holdings Inc. and Massella
Roumbos LLP was appointed as the new independent auditor for the
Company.

Radin Glass & Co, LLP 's report on the financial statements for
the year ended December 31, 2002 contained an explanatory
paragraph reflecting an uncertainty because the realization of a
major portion of the Company's assets is dependent upon its
ability to meet its future financing requirements and the success
of future operations. These factors raise substantial doubt about
the Company's ability to continue as a going concern.


CHI-CHI'S: Appoints Bankruptcy Management as Claims Agent
---------------------------------------------------------
Chi-Chi's, Inc., and its debtor-affiliates want to appoint
Bankruptcy Management Corporation as Agent of the Bankruptcy Court
for noticing, claims, balloting and other support services.

The Debtors propose to engage BMC on the terms and conditions set
forth in an Agreement for Services.  As an agent of the Court
pursuant to 28 U.S.C. Sec. 156(c), BMC will perform these services
and provide other technical and support services of a similar
nature, all at the request of Debtors or the Clerk's Office:

     a. prepare and serve required notices in these chapter 11
        cases, including:

        1) the notice of commencement of these chapter I1 cases
           and the initial meeting of creditors under Section
           341(a) of the Bankruptcy Code;

       2) notices of claims bar dates;

       3) notices of opportunity to vote to accept or reject a
          proposed plan;

       4) notice of any hearings on a disclosure statement and      
          confirmation of a plan; and

       5) other miscellaneous notices to any entities, as the
          Debtors or the Court may deem necessary or appropriate
          for an orderly administration of these chapter 11
          cases;

     b. within five business days after the mailing of a
        particular notice, file with the Clerk's Office a
        certificate of service that includes a copy of the
        notice involved, an alphabetical list of persons on whom
        the notice was served, along with their addressees, and
        the date and manner of service;

     c. receive, examine and maintain originals of all proofs of
        claim and proofs of interest filed;

     d. create and maintain official claims registers in each of
        the Debtors' cases by docketing all proofs of claim and
        proofs of interest in the applicable claims database
        that includes:

        1) the name and address of the claimant or interest
           holder and any agent thereof, if the proof of claim
           or proof of interest was filed by an agent;

        2) the date the proof of claim or interest was received
           by BMC and/or the Court;

        3) the claim number assigned to the proof or claim or
           interest;

        4) the asserted amount and classification of the claim;
           and

        5) the applicable Debtor(s) against which the claim or
           interest is asserted;

     e. implement necessary security, control and verification
        measures to ensure the completeness and integrity of the
        claims registers;

     f. periodically audit the claims information to satisfy the
        Clerk's Office that the claims information is being
        appropriately and accurately recorded in the Court's
        claims register;

     g. transmit to the Clerk's Office a copy of the claims
        registers on an agreed upon frequency;

     h. maintain an up-to-date mailing list for all entities
        that have filed a proof of claim or proof of interest,
        which list shall be available upon request to the
        Clerk's office or any patty in interest;

     i. provide access to the public for examination of copies
        of the proofs of claim or interest without charge during
        regular business hours;

     j. record all transfers of claims pursuant to Bankruptcy
        Rule 3001(e) and provide notice of such transfers as
        required by Bankruptcy Rule 3001(e);

     k. comply with applicable federal, state, municipal and
        local statutes, ordinances, rules, regulations, orders
        and other requirements;

     l. provide temporary employees to process claims, as
        necessary;

     m. allow the Clerk's Office to independently audit the
        claims information at any time;

     n. allow the Clerk's office to inspect its premises at any
        time;

     o. promptly comply with such further conditions and
        requirements as the Clerk's Office may at any time
        prescribe;

     p. respond to inquires of a ministerial nature regarding
        claims and balloting;

     q. receive, review and tabulate ballots cast, and make
        determinations with respect to each ballot as to its
        timeliness, compliance with the Bankruptcy Code,
        Bankruptcy Rules and procedures ordered by this Court
        subject, if necessary, to review and ultimate
        determination by the Court;

     r. certify the results of the balloting; and

     s. perform such other administrative and support services
        related noticing, claims, docketing, solicitation and
        distribution as the Debtors or the Clerk's Office may
        request.

Tinamarie Feil, a BMC principal, reports that BMC will bill the
Debtors at their current rates:

          Principals             $200- $275 per hour
          Consultants            $95-$200 per hour
          Case Support           $45-$150 per hour
          Technology Services    $125- $175 per hour
          Information Services   $45-$75 per hour

Headquartered in Irvine, California, Chi-Chi's Inc., and its
debtor-affiliates are all direct or indirect operating subsidiary
of Prandium and FRI-MRD Corporation and each engages in the
restaurant business. The Company filed for chapter 11 protection
on October 8, 2003 (Bank. Del. Case No. 03-13063). Bruce Grohsgal,
Esq., and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub represent the Debtors in their
restructuring efforts.  


CIRTRAN CORP: Sept. 30 Net Capital Deficit Widens to $5 Million
---------------------------------------------------------------
Cirtran Corporation provides a mixture of high- and medium-sized
volume turnkey manufacturing services using surface mount
technology, ball-grid array assembly, pin-through-hole and custom
injection molded cabling for leading electronics original
equipment manufactures in the communications, networking,
peripherals, gaming, law enforcement, consumer products,
telecommunications, automotive, medical, and semiconductor
industries. Its services include pre-manufacturing, manufacturing,
and post-manufacturing services. Through its subsidiary, Racore
Technology Corporation, it designs and manufactures Ethernet
technology products. The Company's goal is to offer customers the
significant competitive advantages that can be obtained from
manufacture outsourcing, such as access to advanced manufacturing
technologies, shortened product time-to-market, reduced cost of
production, more effective asset utilization, improved inventory
management, and increased purchasing power.

Cirtran Corporation sustained losses of $1,941,077 and $2,149,810
for the nine months ended September 30, 2003 and the year ended
December 31, 2002, respectively. As of September 30, 2003 and
December 31, 2002, the Company had an accumulated deficit of
$17,171,375 and $15,230,302, respectively, and a total
stockholders' deficit of $5,047,404 and $3,894,097, respectively.
In addition, the Company used, rather than provided, cash in its
operations in the amounts of $723,592 and $1,142,148 for the nine
months ended September 30, 2003 and the year ended December 31,
2002, respectively.

The Company conducts a substantial portion of its operations
utilizing leased facilities consisting of a warehouse and a
manufacturing plant from a related party. In 1998 the related
party entered into two promissory notes secured by the deeds of
trust on the property leased to the Company. In August 2003, the
related party defaulted on the notes and the property was sold
under the first of the two deeds of trust. The Company has been
served a notice of unlawful detainer and was to vacate the
property by September 30, 2003. The Company has received an
extension to file its response until November 21, 2003 and may
occupy the property until notified otherwise subsequent to filing
their response. The Company is currently negotiating with an
unrelated party to have the unrelated party purchase the property
from the current property owner. The Company does not yet have
arrangements in place for new facilities, should these
negotiations fail.

Since February of 2000, the Company has operated without an
operating line of credit with a bank. Many of the Company's
vendors stopped credit sales of components used by the Company to
manufacture products, and as a result, the Company converted
certain of its turnkey customers to customers that provide
consigned components to the Company for production.

In addition, the Company is a defendant in numerous legal actions.
These matters may have a material impact on the Company's
financial position, although no assurance can be given regarding
the effect of these matters in the future.

In view of the matters described in the preceding paragraphs,
there is substantial doubt about the Company's ability to continue
as a going concern. Recoverability of a major portion of recorded
asset amounts is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to
meet its financing requirements on a continuing basis, to maintain
or replace present financing, to acquire additional capital from
investors, and to succeed in its future operations.


COLUMBUS MCKINNON: Completes Exchange Offer for 10% Senior Notes
----------------------------------------------------------------
Columbus McKinnon Corporation (Nasdaq: CMCO) complete the exchange
offer for its 10% Senior Secured Notes due 2010.  Pursuant to the
exchange offer, $115 million of Columbus McKinnon's 10% Senior
Secured Notes due 2010, which have been registered under the
Securities Act of 1933, as amended, were offered for exchange for
$115 million of its outstanding 10% Senior Secured Notes due 2010,
which were issued on July 22, 2003 in a transaction exempt from
registration.

The exchange offer expired at 5:00 p.m., New York City time, on
December 12, 2003.  The newly issued notes have substantially
identical terms to the previously outstanding notes, except that
the new notes have been registered under the Securities Act of
1933 and will not be subject to restrictions on transfer.  The
exchange offer was made to satisfy Columbus McKinnon's obligations
under a registration rights agreement entered into with the
initial purchasers of the outstanding notes at the time such notes
were originally issued.  U.S. Bank Trust National Association
acted as exchange agent for the exchange offer.

As of the expiration of the exchange offer, all of the $115
million aggregate principal amount of the outstanding notes were
tendered for exchange.  All outstanding notes that were properly
tendered in the exchange offer will be accepted for exchange.

Columbus McKinnon filed a registration statement, including a
prospectus and other related documents, on Form S-4 with the
United States Securities and Exchange Commission in connection
with the exchange offer.  The terms of the newly issued notes are
set forth in the prospectus.   

Columbus McKinnon (S&P, B Corporate Credit and CCC+ Subordinated
Debt Ratings, Negative) is a leading designer and manufacturer of
material handling products, systems and services which efficiently
and ergonomically move, lift, position or secure material. Key
products include hoists, cranes, chain and forged attachments. The
Company is focused on commercial and industrial applications that
require the safety and quality provided by its superior design and
engineering know-how.  Comprehensive information on Columbus
McKinnon is available on its web site at http://www.cmworks.com/  


CONE MILLS: Completes $45-Million BofA and GECC DIP Financing
-------------------------------------------------------------
Cone Mills Corporation entered into a post-petition credit
agreement in the amount of $45 million with Bank of America, N.A.
and General Electric Capital Corporation.

This debtor-in-possession financing agreement was authorized by
the U. S. Bankruptcy Court for the District of Delaware by an
order issued November 25, 2003. The financing will be utilized by
the Company to fund its working capital needs until it can exit
from the bankruptcy proceedings.

Gary Smith, Executive Vice President and Chief Financial Officer,
said, "The $45 million DIP financing significantly increases our
liquidity and is another step in our efforts to emerge from
Chapter 11 proceedings early next year."

Founded in 1891, Cone Mills Corporation, headquartered in
Greensboro, NC, is the world's largest producer of denim fabrics
and one of the largest commission printers of home furnishings
fabrics in North America. Manufacturing facilities are located in
North Carolina and South Carolina, with a joint venture plant in
Coahuila Mexico. For more information on the Company, visit its
Web site at http://www.cone.com/


COVANTA: Covanta/Ogden Plan Confirmation Hearings Continue Today
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will continue the hearing to consider the confirmation of the
Covanta Debtors' First Amended Joint Plan of Reorganization and
the Ogden Debtors' First Amended Joint Plan of Liquidation on
December 16, 2003 at 10:00 a.m., prevailing Eastern Time. (Covanta
Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service,
Inc., 215/945-7000)    


DANKA BUSINESS: Provides More Details for Cost Reduction Plan
-------------------------------------------------------------
Danka Business Systems PLC (Nasdaq:DANKY) provided more details
regarding the cost restructuring plan which it previously
announced on November 4, 2003.

The restructuring plan is expected to result in total annual
savings of approximately $40 to $45 Million which exceeds the
company's previous estimate of $30 Million.

The plan includes the consolidation and elimination of surplus
real estate facilities, primarily in the U.S. and United Kingdom,
and the elimination of approximately 675 jobs in the U.S., United
Kingdom, Italy, Spain, Germany, Canada, Mexico, Puerto Rico and
Brazil.

As a result of the employee severance and related costs, and the
costs associated with the real estate changes, the Company expects
to take a charge of $25 to $35 Million, primarily over the two
fiscal quarters ending December 31, 2003 and March 31, 2004. The
Company expects that most of the charge will be classified as
Restructuring in the Company's income statement with the balance
to flow through normal operations.

"In recent years Danka has had a high cost structure, partly due
to our acquisition legacy and the resulting, extensive analog
machine population. Now, because of the improvements we have made
in our U.S. IT system, the completion of the U.S. Headquarters
consolidation and other actions, we can attack and reduce our high
cost structure. This restructuring plan will help us reduce costs
as we endeavor to drive improved operating margins in Fiscal 2005.
It is also a major first step toward our reaching an SG&A goal of
30% of revenue. We will continue to aggressively pursue other cost
savings as well," said Lang Lowrey, Danka's Chairman and Chief
Executive Officer.

The Company expects that the charge will result in approximately
$10 to $15 Million in cash requirements over the next year.

"For the past few years we have been focused largely on improving
our balance sheet and back office operations, and we are pleased
with our progress," continued Lowrey. "We have also incubated high
value growth initiatives that are being well accepted in the
marketplace. Moving forward, it is incumbent upon us to get these
cost structure improvements behind us so we can focus on growth.
Our equipment population is now approximately 50% digital, which
means that we are approaching the point where we should begin to
see growth and reverse the revenue declines we have been
experiencing these past five years."

The Company will discuss this cost reduction plan and its further
cost reduction efforts in its third quarter earnings conference
call which is expected to take place in early February.

Danka (S&P, B+ Corporate Credit and Senior Unsecured Ratings,
Negative) delivers value to clients worldwide by using its expert
technical and professional services to implement effective
document information solutions. As one of the largest independent
providers of office imaging equipment, document solutions and
related services and supplies Danka enables choice, convenience
and continuity. Danka's vision is to empower customers to benefit
fully from the convergence of image and document technologies in a
connected environment. This approach should strengthen the
company's client relationships and expand its strategic value.


DDI CORP: Completes Financial Restructuring and Exits Chapter 11
----------------------------------------------------------------
DDi Corp. (OTC Bulletin Board: DDICQ), a Delaware corporation and
DDi Capital Corp., a California corporation and an indirect
wholly-owned subsidiary of DDi Corp., have successfully emerged
from the Chapter 11 process.

As previously reported, the Company's Plan of Reorganization was
overwhelmingly approved by creditors and confirmed by the United
States Bankruptcy Court for the Southern District of New York on
December 2, 2003.

"To successfully complete our case in just four months is a
testament to the diligence, cooperation and confidence in our
company shown by all parties." said Bruce McMaster, President and
CEO of DDi Corp.  "We emerge as a stronger company financially but
also because of the loyalty and support shown by our customers and
vendors through the process.  I also want to highlight the
exceptional efforts of DDi employees across the Company who
ensured that our operations were not impacted and continued their
focus on quality technology and customer responsiveness during the
restructuring."

DDi's confirmed Plan of Reorganization reduces the Company's
domestic debt from approximately $285 million to approximately $91
million with a reduction in the annual cash interest expense by
approximately $11 million. In addition the Plan provides for the
cancellation of convertible subordinated notes of DDi Corp. and
the restructuring of senior discount notes in DDi Capital.  DDi
Corp.'s convertible subordinated noteholders will receive pro rata
shares in new outstanding common stock of DDi Corp. as well as
shares in a new class of preferred stock in DDi Corp.  DDi Corp.'s
current shareholders will receive approximately 1% of the common
stock in the restructured company subject to dilution.  All of DDi
Corp's pre-existing stock options are cancelled under the
confirmed Plan.  Full details are outlined in the Plan of
Reorganization confirmed by the Court.

"With our financial reorganization behind us, DDi has a
significantly reduced debt level and healthier capital structure
which will allow us to reach our full potential," added McMaster.  
"We also have taken the necessary steps to provide for improved
operations so that we can better leverage our expertise and take
advantage of new opportunities in a revitalized marketplace."

McMaster continued, "On behalf of the Company, I also wish to
recognize the contributions of Joe Gisch, formerly Chief Financial
Officer, who assumed the responsibility of Senior Vice President
of Strategic Planning at the onset of our financial restructuring
efforts.  Joe was instrumental to achieving a timely and
consensual deleveraging of our balance sheet.  John Stumpf,
formerly our Vice President Finance and Corporate Controller,
served as Chief Financial Officer during the restructuring.  In
this capacity, John made significant contributions to DDi,
including efforts to position DDi for a return to profitability
through the creation of additional operating leverage and through
enhancements targeting product profitability."

In connection with the completion of DDi Corp.'s financial
restructuring, Joe Gisch will resume the position of Chief
Financial Officer and John Stumpf will become Vice President
Finance and Treasurer.  In addition to the shifting of management
responsibilities discussed above, the Company will have a new
Board of Directors, the specifics on the composition of which are
expected to be announced before the end of 2003.

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


DIRECTV LATIN AMERICA: Files Plan of Reorganization in Delaware
---------------------------------------------------------------
DIRECTV Latin America, LLC filed its proposed Plan of
Reorganization and Disclosure Statement with the U.S. Bankruptcy
Court in Wilmington, Delaware.

This action represents an important milestone in the Company's
reorganization as it remains on schedule to emerge from the
Chapter 11 process in early 2004.

As previously reported, the Company filed for Chapter 11 in March
2003 in order to aggressively address its financial and
operational challenges. The filing applied only to the U.S. entity
and did not include any of the operating companies in Latin
America and the Caribbean, which have continued regular
operations. DIRECTV(TM) is a leading pay television service in
Latin America and the Caribbean with approximately 1.5 million
subscribers in 28 countries.

The proposed Plan of Reorganization reflects an agreement reached
between the Company, its majority owner, Hughes Electronics
Corporation, and the official committee of unsecured creditors.
The Creditors' Committee has informed the Company that it has
concluded that confirmation of the Plan is in the best interest of
creditors and is substantially better than any potential
alternatives to the Plan. Accordingly, the Creditors' Committee
has endorsed the Plan and recommends that creditors vote to accept
it.

"We are very pleased to have reached this important stage of the
reorganization process with the support of our Creditors'
Committee and to be on track to emerge from Chapter 11 as planned
in early 2004," said Larry N. Chapman, President and Chief
Operating Officer of the Company. "The actions we have taken
during the course of the Chapter 11 reorganization, together with
other profit-enhancing initiatives that are underway, will
strengthen DIRECTV Latin America and ensure we are able to
continue to offer our customers outstanding programming and
entertainment."

In broad terms, the proposed Plan contemplates that the Company
will continue to exist as a Delaware limited liability company
whose members will be HUGHES and Darlene Investments LLC, an
affiliate of the Cisneros Group of Companies. Holders of allowed
general unsecured claims will receive cash distributions equal to
20 percent of their allowed claims. These distributions will be
funded from the Company's operating cash flow and a new credit
facility to be provided by HUGHES. The reorganized Company will
also use this exit funding to help fund its ongoing business
expenses upon emergence from the reorganization process. Final
details of the new credit facility are subject to agreement by the
Company, HUGHES and the Creditor's Committee.

Under the proposed Plan, HUGHES will receive more than 80 percent
of the reorganized Company's equity upon its emergence from
Chapter 11 in consideration of its allowed claim for
debtor-in-possession financing, as well as for assets to be
contributed to the reorganized Company and certain other claims.
Darlene will receive a minority share of the equity in
consideration of assets to be contributed to the reorganized
Company.

Hughes and Darlene's contributions to the reorganized Company will
include their respective ownership interests in certain operating
companies and related entities and certain debts owed to them by
such entities.  This "roll-up," which will occur upon the
Company's emergence from Chapter 11, will consolidate the
Company's ownership of the largest operating companies and is
expected to simplify its corporate structure considerably.

In late November 2003, the Company filed a motion to assume
restructured contracts with six of its most critical suppliers of
programming: HBO Ole, Distribution I, A.V.V.; MTV Networks Latin
America, LLC; LAPTV Atlanta Partners; Turner Broadcasting System
Latin America, Inc.; ESPN, Inc; and Discovery Latin America, LLC.
In addition, as part of an overall settlement of claims arising
from the rejection of certain previous programming agreements, the
Company has signed new license agreements with INFRONT WM
(formerly known as Kirch Media WM GmbH) for rights to broadcast
the 2006 World Cup Soccer tournament and with Buena Vista
International, Inc. to resume broadcast of the Disney Channel as
part of its "basic" programming package. These programming
agreements will result in substantial reductions to the Company's
ongoing programming costs and are important components of its
reorganization.

The Disclosure Statement filed Friday last week includes an
overview of the Company's five-year business plan, in which its
region-wide subscriber base is projected to increase from
approximately 1.5 million subscribers at the end of 2003 to 3
million at the end of 2008. The business plan also projects that
the Company will begin to generate positive cash flow in 2005.

A court hearing to review the adequacy of the Disclosure Statement
is expected to occur on January 9, 2004.  Bankruptcy law does not
permit solicitation of acceptances of the Plan of Reorganization
until the Court approves the Disclosure Statement. Accordingly,
this announcement is not intended to be, nor should it be
construed as, a solicitation for a vote on the Plan of
Reorganization.

DIRECTV is a leading direct-to-home satellite television service
in Latin America and the Caribbean. Currently, the service reaches
approximately 1.5 million customers in the region, in a total of
28 markets. DIRECTV is currently available in: Argentina, Brazil,
Chile, Colombia, Costa Rica, Ecuador, El Salvador, Guatemala,
Honduras, Mexico, Nicaragua, Panama, Puerto Rico, Trinidad &
Tobago, Uruguay, Venezuela and several Caribbean island nations.

DIRECTV Latin America, LLC is a multinational company owned by
DIRECTV Latin America Holdings, a subsidiary of Hughes Electronics
Corporation, Darlene Investments, LLC, an affiliate of the
Cisneros Group of Companies, and an affiliate of Grupo Clarin.
DIRECTV Latin America and its principal operating companies have
offices in Buenos Aires, Argentina; Sao Paulo, Brazil; Cali,
Colombia; Mexico City, Mexico; Carolina, Puerto Rico; Fort
Lauderdale, USA; and Caracas, Venezuela. For more information on
DIRECTV Latin America visit http://www.directvla.com/

Hughes Electronics Corporation, a unit of General Motors
Corporation, is a world-leading provider of digital television
entertainment, broadband satellite networks and services, and
global video and data broadcasting. The earnings of HUGHES are
used to calculate the earnings attributable to the General Motors
Class H common stock (NYSE: GMH).


EDISON MISSION: S&P Affirms B Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Edison Mission Midwest Holdings Co., and removed
the rating from CreditWatch with negative implications where it
was placed on Oct. 16, 2003.

The outlook is negative.

The rating action follows EMM Holdings retirement of its fully
drawn $781 million bank facility that was due on Dec. 11, 2003.
EMM Holdings paid the facility from a $550 million equity infusion
from its parent, Edison Mission Energy and from cash on hand.

The remaining debt includes a fully drawn $693 million credit
facility due on Dec. 15, 2004 and an undrawn $150 million working
capital facility due Dec. 15, 2004.

"The negative outlook reflects the risk that company may not be
able to restructure debt and lease obligations to enable it to
meet debt and lease obligations comfortably over the next decade,"
said Standard & Poor's credit analyst Terry Pratt.

"Furthermore, the company's ability to meet growing fixed
obligations is likely to be very tight unless power prices in the
Midwest recover sufficiently in the coming years," added Mr.
Pratt.

EMM Holdings is an indirectly, wholly owned subsidiary of EME
(B/Negative/--), and serves as the holding company for the Midwest
assets comprised of 9,242 MW of capacity in the Chicago area that
EME purchased from Commonwealth Edison in 1999.


EDISON MISSION ENERGY: B Rating Affirmed After Facility Repayment
-----------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'B' corporate
credit ratings on Edison Mission Energy and two of its wholly
owned subsidiaries, Edison Mission Marketing and Trading (EMMT)
and Edison Mission Energy Funding Corp.

At the same time, Standard & Poor's affirmed the 'CCC' ratings on
Mission Energy Holding Co.'s $1.2 billion senior secured notes.
All the ratings were removed from CreditWatch with negative
implications.

The outlook is negative.

The ratings affirmation and CreditWatch removal of the ratings on
EME and MEHC reflect the repayment of the $781 million maturity at
its largest, wholly owned subsidiary, Edison Mission Midwest
Holdings Co.

The $781 million was due on Dec. 11, 2003. EMMH paid the facility
from a $550 million equity infusion from EME and cash on hand.

EME was successful at avoiding a liquidity crisis by closing an
$800 million bridge facility on Dec. 11, 2003.

"The negative outlook reflects the near-term challenges the
companies still face, which include refinancing the $693 million
at EMMH due December 2004, refinancing the $774 million lease debt
at Collins, and removing the distribution block at EME (in organic
documents) to allow EME to make a distribution ($89 million
expected) to MEHC to make the July 2004 interest payment," said
Standard & Poor's credit analyst Arleen Spangler.

EME, an indirect, wholly owned subsidiary of Edison International,
is an independent power producer that owns and operates 28
domestic and 53 international power plants with ownership interest
of 18,688 MW.


EDISON MISSION MIDWEST: S&P Affirms B Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Edison Mission Midwest Holdings Co., and removed
the rating from CreditWatch with negative implications where it
was placed on Oct. 16, 2003.

The outlook is negative.

The rating action follows EMM Holdings retirement of its fully
drawn $781 million bank facility that was due on Dec. 11, 2003.
EMM Holdings paid the facility from a $550 million equity infusion
from its parent, Edison Mission Energy and from cash on hand.

The remaining debt includes a fully drawn $693 million credit
facility due on Dec. 15, 2004 and an undrawn $150 million working
capital facility due Dec. 15, 2004.

"The negative outlook reflects the risk that company may not be
able to restructure debt and lease obligations to enable it to
meet debt and lease obligations comfortably over the next decade,"
said Standard & Poor's credit analyst Terry Pratt.

"Furthermore, the company's ability to meet growing fixed
obligations is likely to be very tight unless power prices in the
Midwest recover sufficiently in the coming years," added Mr.
Pratt.

EMM Holdings is an indirectly, wholly owned subsidiary of EME
(B/Negative/--), and serves as the holding company for the Midwest
assets comprised of 9,242 MW of capacity in the Chicago area that
EME purchased from Commonwealth Edison in 1999.


ENRON CORP: Wins Nod for Avoidance Action Tolling Agreements
------------------------------------------------------------
The Enron Corporation Debtors seek the Court's authority, pursuant
to Sections 105(a) and 546(a) of the Bankruptcy Code, to enter,
or be deemed to have entered, into, without further Court
approval, stipulations tolling the statute of limitations with
respect to claims they may assert under or through various
provisions of the Bankruptcy Code, including, without limitation,
Section 502, 506, 541, 544, 548, 549, 550 and 553 and any
applicable provisions of non-bankruptcy law.  In addition, the
Debtors also ask Judge Gonzalez to preserve, in the event a
stipulation is not entered or deemed entered, their right to
assert claims under Section 502(d) without the necessity of
filing an adversary proceeding or asserting the claims prior to
the December 1, 2003 expiration of the two-year statute of
limitations prescribed by Section 546(a)(1).

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that pursuant to Sections 544, 545, 547, 548 and 553, the
Debtors may commenced affirmative actions to recover certain
assets and avoid certain transfers that may have been made prior
to the Petition Date.  Although the Debtors have commenced
certain causes of actions, each of the Debtors may possess
additional claims or causes of action against:

   (a) other Debtors,
   (b) affiliated non-debtor entities,
   (c) structures the Debtors created, and
   (d) third parties.

Mr. Rosen notes that the commencement of an avoidance action is
not the only procedure through which the Debtors may commence an
avoidance claim.  In fact, the Debtors may preclude a creditor
subject to an avoidance claim from asserting a claim as along as
that creditor remains in possession of, or otherwise obtains the
benefit of, the avoidable claim or transfer.

While the Debtors have endeavored to commence as many litigations
as possible, for varying reasons, now may not be the appropriate
time to commence the additional actions.  Mr. Rosen explains that
the Debtors are in the midst of the Plan process, the
reconciliation of claims process and concluding the
investigations of the examiners.  Also, the Debtors have been
working with various third parties to settle or reach compromises
with respect to many of the Claims.

The Debtors desire to preserve their rights and continue the
negotiations and settlement discussions with parties.  Assuming a
potential defendant is willing to enter into a stipulation
extending the statute of limitations with respect to the Claims,
the Debtors wish to enter into a stipulation having these
principal terms:

A. Statute of Limitations

   Execution of the Stipulation will toll the statute of
   limitations provided for under Sections 108, 546(a), 549(d)
   and 550(f) of the Bankruptcy Code and other applicable law.

B. Term

   The applicable statute of limitations will be extended up to
   nine months after the Plan is confirmed.

C. Binding Effect

   The Stipulation will bind and inure to the benefit of, the
   successors, representatives, assigns and heirs of the parties.

D. Termination

   The Debtors will be permitted to commence litigation against
   other Debtors, affiliated non-debtor entities, and third
   parties during the Tolling Period.

E. Effective Date

   The Stipulation will become effective immediately upon
   execution.

Similarly, the Debtors wish to be deemed to have entered into a
Stipulation with each of the Debtors, affiliated non-debtor
entities and structures the Debtors created that they or their
affiliates control or manage.

                          *     *     *

Judge Gonzalez authorizes the Debtors to enter into one or more
stipulations that tolls the statute of limitations with respect
to certain claims and are deemed to have entered into a
Stipulation with other Debtors, affiliated non-debtor entities
and structures the Debtors created without prejudice to the
rights of any party to defend the action subsequently commenced
by the Debtors.  Furthermore, the Court reserves (a) the Debtors'
right to assert that Section 502(d) may be used defensively after
the two-year statute of limitation period set forth in Section
546(a)(1), and (b) the right of any party in the claims
litigation to oppose the Debtors' assertion. (Enron Bankruptcy
News, Issue No. 90; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FIRSTPLUS FINANCIAL: Fitch Keeps Watch on 45 RMBS Class Ratings
---------------------------------------------------------------
Fitch places all classes of eight Firstplus Financial
securitizations on Rating Watch Evolving. Classes placed on Rating
Watch Evolving may be subject to positive, neutral or negative
rating action as a result of an expected future development. This
action is a result of unresolved class action lawsuits which have
named the trusts as defendants. The classes will remain on Rating
Watch Evolving until the legal risk from the lawsuits, and its
potential effect on the trusts, can be quantified.

The trusts have been named in over 50 actions in the following
twelve states: Colorado, Illinois, Indiana, Maryland, Michigan,
Missouri, New Jersey, North Carolina, Pennsylvania, Tennessee,
Virginia and Washington. The class actions have been brought by
residents of the various states who are the borrowers of second
mortgage loans that collateralize the trusts. The plaintiffs
allege that the originators of the mortgage loans charged fees and
rates of interest exceeding the amounts allowed under consumer
protection statutes. The plaintiffs seek recovery of the alleged
excess payments from the trusts and judgments to rescind or reduce
their mortgage loan obligations on mortgages held by the trusts.
If the plaintiffs' claims are found to be valid, the cash flow
available for distributions may be reduced.

The loan performance of the transactions has been within Fitch's
expectations. The credit enhancement percentage for all classes in
each transaction has doubled to target amounts. The pool factor of
each transaction is below 20% and delinquency trends are stable.

Firstplus Financial Inc. was a consumer finance company which
focused on high-loan-to-value second mortgage loans. Firstplus
filed for bankruptcy on March 5, 1999 and has since been
liquidated. The loans are currently serviced by Countrywide Home
Loans, rated 'RPS1' by Fitch.

All classes of the following Firstplus Home Loan Owner Trust
transactions are placed on Rating Watch Evolving:

             Firstplus Home Loan Owner Trust 1997-2

                    -- Class A-9 'AAA';
                    -- Class M-1 'AA';
                    -- Class M-2 'A';
                    -- Class B-1 'BBB';
                    -- Class B-2 'BB'.

             Firstplus Home Loan Owner Trust 1997-3

                    -- Class A-8 'AAA';
                    -- Class M-1 'AA';
                    -- Class M-2 'A';
                    -- Class B-1 'BBB';
                    -- Class B-2 'BB'.

             Firstplus Home Loan Owner Trust 1997-4

                    -- Class A-8 'AAA';
                    -- Class M-1 'AA';
                    -- Class M-2 'A';
                    -- Class B-1 'BBB';
                    -- Class B-2 'BB'.

             Firstplus Home Loan Owner Trust 1998-1

                    -- Class A-7, A-8 'AAA';
                    -- Class M-1 'AA';
                    -- Class M-2 'A';
                    -- Class B-1 'BBB';
                    -- Class B-2 'BB'.

             Firstplus Home Loan Owner Trust 1998-2

                    -- Class A-7, A-8 'AAA';
                    -- Class M-1 'AA';
                    -- Class M-2 'A';
                    -- Class B-1 'BBB';
                    -- Class B-2 'BB'.

             Firstplus Home Loan Owner Trust 1998-3

                    -- Class A-7, A-8 'AAA';
                    -- Class M-1 'AA';
                    -- Class M-2 'A';
                    -- Class B-1 'BBB';
                    -- Class B-2 'BB'.

             Firstplus Home Loan Owner Trust 1998-4

                    -- Class A-7, A-8 'AAA';
                    -- Class M-1 'AA';
                    -- Class M-2 'A';
                    -- Class B-1 'BBB';
                    -- Class B-2 'BB'.

             Firstplus Home Loan Owner Trust 1998-5

                    -- Class A-8, A-9 'AAA';
                    -- Class M-1 'AA';
                    -- Class M-2 'A';
                    -- Class B-1 'BBB';
                    -- Class B-2 'BB'.


FLEMING COMPANIES: Files Plan and Disclosure Statement in Del.
--------------------------------------------------------------
Fleming Companies, Inc. has filed its proposed Plan of
Reorganization and Disclosure Statement with the U.S. Bankruptcy
Court in Wilmington, Delaware. This action represents an important
milestone in the Company's reorganization and the future emergence
of its wholesale convenience distribution business, including
Core-Mark International, Inc., and related subsidiaries, from the
Chapter 11 process.

"This plan of reorganization, which has the support of the
creditors' committee, is designed to preserve our flexibility in
an effort to maximize creditor recoveries, as well as to provide
opportunities for our customers and employees," said Archie Dykes,
Chairman of Fleming. "We will continue to evaluate the binding
offers that we anticipate receiving in mid-December for the
acquisition of our convenience division, pursuant to the formal
sale process that we initiated in the beginning of October, while
at the same time, continuing to maintain and improve upon Core-
Mark's stable, ongoing operational and financial position."

"Our business is well-positioned to succeed, either under a new
owner or as the foundation of the Company's reorganization plan,"
said J. Michael Walsh, Chief Executive Officer and President of
Core-Mark.  "We are pleased with our continuing progress as we
begin the final phase of the reorganization process.  In fact, our
customer fill rate for the prior quarter achieved record levels
and we look forward to continuing to provide superior service to
our customers well into the future."

The proposed Plan of Reorganization reflects an agreement reached
between Fleming and the Official Committee of Unsecured Creditors.
In broad terms, the Plan contemplates that the Company would be
reorganized around the convenience business, providing the
emerging company with a capital structure that can be supported by
cash flows from this operation, absent an offer for the
convenience division that would provide greater value for the
Company's creditors.

Under the proposed Plan of Reorganization, holders of common stock
of the Company would not receive a distribution. Instead, these
equity interests would be cancelled as of the effective date, and
the Company would be owned principally by its general unsecured
creditors who would receive a pro rata share of new equity of the
reorganized businesses.  The Plan provides for cash distributions
to certain creditors, including holders of secured claims.

A court hearing to review the adequacy of the Disclosure Statement
will be scheduled following the filing. Upon approval of the
Disclosure Statement, Fleming Companies, Inc. and its subsidiaries
who are debtors will commence solicitation of the requisite
creditor acceptances of the Plan of Reorganization. Bankruptcy law
does not permit solicitation of acceptances of the Plan of
Reorganization until the Court approves the Disclosure Statement.
Accordingly, this announcement is not intended to be, nor should
it be construed as, a solicitation for a vote on the Plan of
Reorganization.

Fleming (OTC Pink Sheets: FLMIQ) and its operating subsidiaries
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code on April 1, 2003.  The filings were made
in the U.S. Bankruptcy Court in Wilmington, Delaware.  Fleming's
court filings are available via the court's Web site at  
http://www.deb.uscourts.gov/  To learn more about Fleming, visit  
the company's Web site at http://www.fleming.com/

Core-Mark is a leading distributor of consumer packaged goods and
store supplies to the convenience retail industry.  Core-Mark
provides distribution and logistics services as well as value-
added programs to over 19,500 customer locations across 38 states
and five Canadian provinces. Core-Mark services a variety of store
formats including traditional convenience retailers, mass
merchandisers, drug, liquor and specialty stores, and other stores
that carry consumer packaged goods.  Headquartered in San
Francisco, California, Core-Mark is currently a subsidiary of
Fleming Companies, Inc.


FRANK'S NURSERY: November 2003 Same-Store Sales Slide-Down 2.4%
---------------------------------------------------------------
Frank's Nursery & Crafts, Inc. (OTC:FNCN) reported net sales of
$29.1 million for the four week period ended November 30, 2003
versus net sales of $29.9 million for the corresponding period in
fiscal 2002, a comparable store decrease of 2.4%.

Net sales for the forty-four week period ended November 30, 2003
were $277.5 million compared to $269.5 million for the
corresponding period in fiscal 2002, a comparable store increase
of 2.9%.

Franks Nursery -- whose November 2, 2003 balance sheet shows a
total shareholders' equity deficit of about $716,000 -- is the
nation's largest lawn and garden specialty retailer and operates
170 stores in 14 states. Franks Nursery is also a leading retailer
of indoor garden products and accessories, including silk floral
arrangements, as well as Christmas decor merchandise.


GENESIS HEALTH: Distributes GHC Common Stock to Shareholders
------------------------------------------------------------
Genesis Health Ventures, Inc. distributed shares of its common
stock on December 1, 2003 in connection with the spin-off of its
eldercare and rehabilitation businesses into a separately traded
public company, Genesis HealthCare Corporation.  In a 1-for-2
dividend, Genesis shareholders of record as of October 15, 2003,
received 0.50 shares of GHC common stock for every one share of
Genesis common stock.

Fractional shares of GHC common stock were not distributed.  
Genesis shareholders will shortly receive a check for the cash
value of any fractional shares of GHC common stock after the
distribution date.

Genesis shareholders were not required to take any action to
receive the GHC common stock.  GHC common stock began trading on
the NASDAQ National Market System on November 18, 2003 under the
ticker symbol "GHCIV".  During the "when issued" trading period,
November 18, 2003 through the distribution date, Genesis common
stock continued to include the right to receive GHC common stock
and traded on the NASDAQ market under the current ticker GHVI.
(Genesis/Multicare Bankruptcy News, Issue No. 51; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


GENUITY INC: Bankr. Court Approves Verizon Settlement Agreement
---------------------------------------------------------------
To recall, Mark P. Szpak, Esq., at Ropes & Gray, in Boston,
Massachusetts, relates that Bell Atlantic Corporation merged with
GTE Corporation in June 2000, and the combined entity was renamed
Verizon Communications Inc.

Due to regulatory obstacles, the merged companies were required
to spin-off the business and assets of GTE Internetworking, Inc.,
a subsidiary of GTE, which was engaged in the business of
providing Internet data transmission and Internet backbone
services.  GTE Internetworking was renamed Genuity Inc., and was
spun off from Verizon through a public offering completed on
June 30, 2000.  Verizon retained an option to regain majority
control but, in July 2002, took action that effectively abandoned
that option.  The Debtors' Chapter 11 proceedings followed soon
thereafter.

Not surprisingly, Verizon and Genuity maintained a set of
business interrelationships that were extensive.  Before the
Petition Date, Verizon was both the Debtors' largest vendor and
second-largest customer.  Verizon provided the Debtors with phone
and data transmission connections from customers into Genuity's
Internet backbone.  Verizon also supplied the Debtors with
certain telecommunications equipment.  Many of the premises that
Genuity occupied were either leased from or had leases that were
guaranteed by Verizon.  The commercial relationships comprising
this mutual provision of services were highly complex, and arose
from a multiplicity of contracts.  A recent effort by Genuity and
Verizon to attempt to identify all non-circuit contracts between
them, including customer agreements, vendor agreements, real
estate agreements, and amendments, yielded a list that included
separate contracts or amendments.  Telecommunications circuits
between Genuity and Verizon numbered in the tens of thousands,
Mr. Szpak says.

Verizon and Genuity continued to provide each other with services
pursuant to many of these agreements following the Petition Date
through the Closing Date, and for a limited period of time,
although, following the Closing Date, all material Genuity
obligations were fulfilled and all invoices were processed by and
through Level 3 as contract administrator under the Transition
Services Agreement dated February 4, 2003 among Genuity, Level 3
Communications, LLC and Genuity Managed Services, LLC, formerly
known as Greenland Managed Services, LLC.

After the Petition Date and continuing more intensively after the
Closing Date, Verizon and Genuity engaged in a series of
discussions to attempt to identify undisputed amounts payable and
receivable between the parties, areas of dispute and the amount
of the disputes, and prospects for reconciling or compromising
disputed claims.  Over the course of these discussions, a number
of claims have been formally asserted in filings in these Chapter
11 Cases.  The parties' filings and principal other disputed
claims are:

(a) Proofs of Claim -- On April 17, 2003, Verizon filed Proofs of
    Claim asserting claims amounting to $305,592,318,
    encompassing a variety of items listed under 17 separate
    categories arising under a wide range of contracts.  Verizon
    subsequently filed a series of supplemental proofs of claim
    for circuit rejection damage claims totaling an additional
    $4,600,000.  After extensive discussion and review with
    Verizon over the past several months, the Debtors objected on
    October 22, 2003, challenging substantial portions of the
    claims and proposing that any allowance of the claims be
    limited to $90,200,000.

(b) Additional Cure Claims -- On May 16, 2003, Verizon filed an
    objection to the Debtors' Notice of Assumption and Assignment
    of Verizon Contracts, in which Verizon claimed to be entitled
    to additional cure payments of at least $13,500,000, plus as
    much as $30,000,000 to $50,000,000 more, depending on the
    results of its further review of the scope of the assumption
    notice.  Following extensive discussion and information
    exchange between the parties over the past several months,
    Genuity now expects that Verizon will reduce its claim for
    further cure payments to $19,700,000.

(c) Postpetition Administrative Claims -- On June 10, 2003,
    Verizon filed an Expedited Motion to Compel Immediate Payment
    of Past Due Invoices for Postpetition Services "amounting to  
    $38,967,015."  More than half of Verizon's claim relates to
    post-Sale services, for which Genuity is legally responsible
    but for which Level 3 is, instead, the beneficiary and
    ultimately economically responsible.  As to the balance for
    pre-Closing services, Genuity encountered repeated difficulty
    in confirming the amount due with specificity, partly because
    much of the relevant information is now held by Level 3.  In
    any event, Genuity objects to any voluntary payment by
    Genuity without simultaneous payment by Verizon of its
    outstanding obligations to Genuity.  After a review, Genuity
    now expects that Verizon will reduce its claim for post-Sale
    services to $12,000,000 and for pre-Closing services to
    $14,600,000.

(d) DSL Receivables -- On November 12, 2003, Genuity commenced an
    adversary proceeding against Verizon Online for recovery of
    amounts due and payable to Genuity amounting to $76,500,000,
    including late fees.  Genuity believes that Verizon will
    dispute any obligation to pay more than $51,000,000 of that
    amount.  In addition, Verizon asserts the right to reduce
    that figure further by set-off or recoupment of $28,800,000     
    owed to other Verizon entities under a separate contract.
    Genuity challenges any Verizon claim of entitlement to set-
    off or recoupment.

(e) Other Receivables -- Genuity holds, and is prepared to
    commence an adversary proceeding to recover, additional
    receivables due and payable from Verizon on a variety of
    other miscellaneous contracts in the aggregate of
    $17,000,000.  Genuity understands that Verizon disputes any
    obligation to make any further payment on the various
    accounts underlying Genuity's $17,000,000 claim, on a number
    of grounds.

Since June 2003, representatives of and counsel for Genuity and
Verizon engaged in an extensive series of meetings,
communications and exchanges of information to explore a global
reconciliation and settlement of the foregoing claims and
disputes.  

Representatives of the Creditors Committee either participated in
or were informed of the substance of those meetings,
communications and exchanges of information.  This process
culminated in formal settlement meetings over the course of three
days in mid-October attended by representatives of Verizon,
Genuity and the Creditors' Committee.  Negotiations since then
continued through numerous telephone meetings among the same
parties over the last three weeks, Mr. Szpak reports.  

The negotiations eventually resulted in a tentative agreement as
to the broad outlines of a settlement on November 14, 2003 and an
executed agreement on November 16, 2003.  The Creditors'
Committee has endorsed the settlement embodied in the Settlement
Agreement as a reasonable compromise of the underlying disputes
between Genuity and Verizon and as in the best interests of the
Debtors' estates.

                     The Settlement Agreement

At the Debtors' request, the Court approved the terms of the
Settlement Agreement with Verizon.  The salient terms of the
Settlement Agreement are:

A. Cash Payment to Genuity

   Verizon will make a $25,200,000 cash payment to Genuity.  The
   payment represents a lump sum compromise that nets, on the one
   hand, claims by Genuity against Verizon for the DSL
   Receivables and the Other Receivables, and, on the other hand,
   claims by Verizon against Genuity for Additional Cure Amounts
   and Pre-Closing Administrative Claims and Verizon's alleged
   rights of set-off and recoupment and prepayment credits, in
   satisfaction of all claims.

B. Proof of Claim

   Genuity and Verizon agree to limit Verizon's Proof of Claim to
   a $118,225,000, Class 4 General Unsecured Claim, which Genuity
   views as representing:

   -- $95,800,000 for trade claims;

   -- $15,500,000 for claims relating to real estate obligations;

   -- $6,000,000 for supplemental trade claims filed after the
      Verizon Proof of Claim; and

   -- $1,000,000 allowance for rejected circuits as to which a
      proof of claim is not yet due.

   Verizon's Claim Nos. 86, 2407, 4178, 4179, 4180, 5466, 5467,
   5469, 5513, 5514, 5516, 5535, 5536, 5537, 5747, 5748, 5749,
   6040, 6041 and 6046, are disallowed in their entirety.  
   Verizon agrees not to assert any additional claims and Genuity
   will make no further rejection of any Circuit Contracts.

C. Post-Closing Administrative Claims

   Subject to obtaining the Level 3 Consent, Genuity assigns to
   Verizon all rights to collect payment from Level 3 under the
   TSA for amounts owing in respect of good and services rendered
   to Verizon after the closing date of the Level 3 sale, and
   prior to the assignment, Genuity agrees to use reasonable
   efforts to assist Verizon to collect the amounts.

D. Final Accounting

   The settlement represents a final accounting, except as may
   be required to settle Post-Closing Administrative Claims, and
   neither party will make a claim against the other, including
   any claim to set aside or equitably subordinate any payment or
   exercise any right of set-off.

Judge Beatty further rules Verizon and its counsel of record are
substituted for the Debtors and their counsel of record, as the
objecting party and counsel in the contested matters commenced by
the Debtors' certain objection to "Landlord Claims."  Verizon
Communications will also have exclusive standing to object to the
Landlord Claims.

Verizon may settle and compromise the Landlord Claims as
general non-priority unsecured claims without further Court
approval.  Verizon will be authorized to execute and deliver, in
any of the Debtors' names and on any of the Debtors' behalf, the
releases and mutual releases as may be required by any landlord
for the claims, or as may otherwise be necessary or desirable to
render effective the settlements.  However, this is provided that
Verizon will promptly file a Notice of Allowance of any claims
that are allowed by a settlement or compromise, which will
describe the claim to be allowed and the allowed amount of the
claim.

The Court retains jurisdiction over (i) any pending objections,
and any future objections filed by Verizon the Landlord Claims
and (ii) any disputes regarding the Settlement Agreement or these
provisions.

Judge Beatty clarifies that nothing in the Settlement Agreement
will discharge, reduce, expand, or otherwise affect, or empower
or authorize the discharge, reduction, expansion, or other effect
on, any liabilities or obligations if any, of Verizon to CEP
Second Street Investors, LLC, or to the "CambridgePark
Landlords," specifically, CambridgePark 150 Realty Corporation,
CambridgePark 125 Realty Corporation, or any of their
predecessors-in-interest, under any applicable guaranties between
Verizon and CEP or Verizon and the CambridgePark Landlords.
(Genuity Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


HARNISCHFEGER: Bankr. Court Enters Final Decree Closing 2 Cases
---------------------------------------------------------------
On behalf of the Reorganized Harnischfeger Debtors, Kathleen
Marshall DePhillips, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub PC, in Wilmington, Delaware, reminds Judge Walsh that he
previously permitted a delay in the entry of a Final Decree in
some cases until all pending claims objections were resolved.  
Since that Order, the claims resolution process has been completed
in the case of Harnischfeger Corporation, doing business as P&H
Mining Equipment, doing business as P&H MinePro Services, and the
case of HCHC, Inc.

Ms. DePhillips reports that there is a remaining claim against P&H
Mining brought by Bryan and Dorothy Gatlin.  The Gatlin Claim was
asserted as a personal injury claim involving Harnischfeger
Corporation, Morris Material Handling, debtor in a separate
Chapter 11 case, and various insurers.  This matter has recently
settled, under which the Gatlins will receive funds "from sources
other than the Debtors" and will release the Debtors and agree to
disallowance of the Gatlin Claim under the 51st, 84th and 119th
Omnibus Claims Objections in these cases.  A stipulation embodying
the settlement will be submitted before the end of December 2003.

At the Reorganized Debtors' request, Judge Walsh enters a final
decree closing the cases of Harnischfeger Corporation, doing
business as P&H Mining Equipment, doing business as P&H MinePro
Services, and HCHC, Inc., effective as of December 8, 2003.  The
estates of both Debtors will no longer be liable for the payment
of the U.S. Trustee's quarterly fees. (Harnischfeger Bankruptcy
News, Issue No. 70; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


HEALTHEAST: Fitch Ups Rating on $211-Mill. Revenue Bonds to BB+
---------------------------------------------------------------
Fitch Ratings has upgraded approximately $211 million revenue
bonds issued on behalf of HealthEast and Controlled Affiliates to
'BB+' from 'BB'. The Rating Outlook is Stable.

The upgrade reflects HealthEast's improved financial performance
exhibited over the last two years and most recent interim period
with a return to operating profitability. Improved financial
performance has been driven by increased managed care rates,
rising volume, and improved performance at its new hospital,
Woodwinds. Operating margin improved to 1.6% in fiscal 2003 from
negative 1.9% in fiscal 2001, and was 1.5% through the 2 months
ended October 31, 2003. HealthEast is performing ahead of budget
through the interim period and should meet its fiscal 2004 budget
of 1.6%. Other credit strengths include a leading market position
in St. Paul with 39% market share in fiscal 2003 compared to the
next closest competitor United Hospital (part of Allina Health
System, rated 'A-') with 29.7% market share. Market share has
increased from the previous year driven by rising volume.

Credit concerns include weak liquidity, future capital needs, and
high managed care penetration. HealthEast's liquidity is light
with 34.7 days cash on hand and 26.1% cash to debt at October 31,
2003 but has grown from 28.9 days cash on hand and 15.7% cash to
debt at August 31, 2001. Liquidity growth has been hampered by
significant capital spending and bottom line losses in its recent
history. Fitch believes balance sheet growth will be management's
biggest challenge especially with major capital needs in the near
future. St. Joseph's, located in downtown St. Paul requires major
renovation and the system's average age of plant is high at 13
years. However, state of the art technological advances have been
significant. HealthEast's payor mix comprises 53% of revenue from
managed care payors, which is split between four major companies.
Recent rate negotiations have been favorable, however, the
sustained improvement of the system will depend on management's
ability to continue securing favorable increases going forward.

Fitch expects HealthEast to continue to improve its financial
performance due to ongoing initiatives, which should sustain
current operating profitability. However, balance sheet growth may
be limited by capital needs.

Headquartered in St. Paul, Minnesota, HealthEast is a large health
care system providing inpatient and outpatient care,
rehabilitation services, and senior care, as well as a variety of
other ancillary services primarily through three acute care
hospitals, one long-term care hospital, two nursing homes, two
ambulatory surgery centers, and 15 primary care clinics. The three
acute care hospitals operate 530 of 649 licensed beds. Disclosure
to Fitch and bondholders has been adequate with quarterly interim
statements including a consolidated balance sheet and income
statement.

                        Outstanding debt:

   -- $48,159,000 Washington County Housing and Redevelopment
      Authority hospital facility revenue bonds (HealthEast
      Project) Series 1998;

   -- $29,211,000 City of St. Paul, MN Housing and Redevelopment
      Authority hospital facility revenue bonds (HealthEast
      Project) Series 1997;

   -- $16,760,000 City of Maplewood, MN, health care facility
      revenue bonds (HealthEast Project) Series 1996;

   -- $18,538,000 City of South St. Paul, MN Housing and
      Redevelopment Authority hospital facility revenue refunding
      bonds (HealthEast Project) Series 1994;

   -- $99,427,000 City of St. Paul, MN Housing and Redevelopment
      Authority hospital facility revenue crossover refunding
      bonds (HealthEast Project), Series 1993.


HOMER CITY FUNDING: S&P Affirms BB Rating on $300 Million Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' ratings on
Homer City Funding LLC's $300 million bonds due 2019 and $530
million bonds due 2026, and removed the ratings from CreditWatch
with negative implications where they were placed on
Oct. 28, 2003.

The outlook is negative.

The rating action follows Standard & Poor's affirmation of its
ratings on Edison Mission Energy (EME; B/Negative/--) following
the payment by its subsidiary, Edison Mission Midwest Holdings Co.
(B/Negative/--), of a $781 million credit facility due Dec. 11,
2003. The negative outlook on EME reflects the continuing
refinance risk at EMM Holdings in 2004.

"The negative outlook reflects the negative outlook for EME. If
the rating on EME falls, the rating on Homer City will fall," said
Standard & Poor's credit analyst Terry Pratt.


JETBLUE AIRWAYS: S&P Affirms Ratings & Changes Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on JetBlue
Airways Corp. to stable from developing, citing the reduced
likelihood of either a rating upgrade or downgrade over the near
to intermediate term. At the same time, the company's ratings,
including the 'BB-' corporate credit rating, were affirmed.

"The revision to a stable outlook reflects the impact of reduced,
albeit still strong, margins that will likely constrain any
significant improvement in the company's financial profile over
the near to intermediate term," said Standard & Poor's credit
analyst Betsy Snyder. "At the same time, concerns about certain
risks that could have resulted in a downgrade have abated," the
analyst continued. Despite pressure on JetBlue's margins, they
still remain among the highest in the industry, and its
satisfactory credit profile is expected to be maintained.

The ratings on JetBlue Airways Corp. reflect its limited operating
history within the cyclical, price-competitive, and capital-
intensive airline industry. However, its low operating costs and
strong passenger demand for its low fares and product offering
have resulted in consistent profitability despite the adverse
airline environment. JetBlue, the best capitalized start-up in
airline history, began operations in February 2000. JetBlue's
management has many years of experience with low-fare airlines,
and has utilized many of the best practices of those successful
airlines in developing and implementing JetBlue's operating
strategy. The company currently serves 21 destinations in 10
states and Puerto Rico out of hubs located at New York's JFK
airport and Long Beach airport in Southern California. The
company's fleet is comprised of 51 new Airbus A320 aircraft, with
an additional 14-16 to be delivered each year through 2007. The
company has also ordered 100 Embraer 100-seat regional jets,
with deliveries to begin in 2005. JetBlue's operating costs are
among the lowest in the airline industry, due to high productivity
of assets and labor, and "low frills," point-to-point service. The
company is also aided by its good labor relations, with a highly
motivated work force, who all participate in profit-sharing
programs. Since it began operating, JetBlue's load factors have
consistently been the highest in the industry, due to strong
passenger preference for its low fares and consistent product,
which includes the personal television screens provided at each
seat, and congenial labor force. As a result, JetBlue has been
profitable since the end of its first year of operations, a major
feat for a start-up airline, given that most have eventually
entered bankruptcy and/or ceased service. JetBlue's strategy of
adding a second aircraft type entails some risks, particularly a
regional jet (this will be the first time that a low-cost airline
will be using that kind of aircraft). However, the operating costs
and flexibility to enter smaller markets should mitigate some of
those risks.

JetBlue's margins, although somewhat weaker than previously, are
expected to remain relatively strong, aided by its low cost
structure.  They should allow the company to finance significant
capital spending of new aircraft over the next several years,
without erosion of its credit profile.


JACK IN THE BOX: Seeks to Arrange $275-Million Credit Facility
--------------------------------------------------------------
Jack in the Box Inc. (NYSE: JBX), operator and franchisor of Jack
in the Box(R) and Qdoba Mexican Grill(R) restaurants, has begun
efforts to arrange a new $275 million senior secured term credit
facility and to amend its existing $200 million revolving credit
facility. Jack in the Box intends to use the proceeds from the new
facility to refinance its existing $150 million term credit
facility and redeem $125 million of 8-3/8 percent senior
subordinated notes due April 15, 2008.

Its revolving credit facility will continue to support general
corporate purposes.

Jack in the Box anticipates the new credit facility will provide
it with a more flexible capital structure, including extension of
the maturities of both its revolver and term loan, facilitate the
execution of its previously announced strategic plan, and decrease
its borrowing costs. While the redemption of the senior
subordinated notes and write-off of deferred financing fees will
result in a pre-tax charge to earnings in the first fiscal quarter
of approximately $9 million to $10 million, it is anticipated that
the company's borrowing costs, as compared with the existing
credit facility, will be reduced by approximately $3 million per
year over the term of the new facility.

To place the new credit facility, which will be offered primarily
in the private market, the company has engaged Wachovia Securities
as its lead arranger and Morgan Stanley as its financial advisor.
Both Moody's and Standard & Poor's have informed the company that
its ratings and outlook have not changed.

The terms and timing of the new credit facility are subject to
various market factors, as well as the completion of definitive
documentation. While Jack in the Box and Wachovia are confident
about the prospects for the new credit facility, no assurance can
be given that the facility can be arranged by Wachovia on terms
and conditions acceptable to Jack in the Box. In the event Jack in
the Box is unable to obtain this new facility on acceptable terms,
the current facility will remain in place and is adequate to
support the company's current and reasonably foreseeable needs.

Jack in the Box Inc. (NYSE: JBX) (S&P, BB Corporate Credit Rating,
Stable Outlook) operates and franchises Jack in the Box and Qdoba
Mexican Grill restaurants in 31 states combined. Jack in the Box
is the nation's first major drive-thru hamburger chain, with more
than 1,940 restaurants. Qdoba Mexican Grill is an emerging leader
in fast-casual dining, with more than 110 restaurants. With
headquarters in San Diego, Jack in the Box Inc. has more than
44,000 employees. For more information, visit
http://www.jackinthebox.com/   


JACK IN THE BOX: S&P Rates $475 Million Bank Facility at BB
-----------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB' rating to
quick-service restaurant operator Jack in the Box Inc.'s proposed
$475 million senior secured credit facility. Proceeds from the new
credit facility will be used to refinance existing debt and for
general corporate purposes, permitted acquisitions, and fees and
expenses. The rating on the facility is at the same level as the
corporate credit rating on the company. Standard & Poor's believes
that under a distressed default scenario, asset values,
particularly of well-located restaurant properties, would remain
significant in relation to the loan balance. Therefore, meaningful
recovery of principal is likely.

At the same time, Standard & Poor's affirmed its outstanding
ratings on Jack in the Box, including the 'BB' corporate credit
rating. The outlook is stable. The San Diego, California-based
company had $303 million of funded debt as of Sept. 28, 2003.

"The ratings reflect Jack in the Box's participation in the
intensely competitive quick-service segment of the restaurant
industry and its highly leveraged capital structure," said
Standard & Poor's credit analyst Diane Shand. "These weaknesses
are partially offset by the company's solid regional presence,
generally good operating performance despite recent problems, and
its ability to develop and market new products." Jack in the
Box operates or franchises more than 1,900 Jack in the Box
restaurants in 28 states.

Financial flexibility is adequate. Liquidity is provided by an
existing $200 million revolving credit facility and $22.3 million
of cash and short-term investments as of Sept. 28, 2003. Jack in
the Box had full availability under its revolving credit facility
as of Sept. 28, 2003. The new facility replaces the existing
facility and provides modestly better flexibility given the
lighter amortization schedule and longer maturity. The company
currently has ample cushion under its existing credit facility.
Covenants under the new facility are also expected to provide
ample cushion relative to anticipated performance. A light debt
maturity schedule over the next few years provides additional
flexibility.


KMART CORP: Judge Sonderby Disallows 48 Claims Totaling $44 Mil.
----------------------------------------------------------------
The Kmart Corporation Debtors determined that many claims filed in
their chapter 11 cases were subsequently superseded by other
Proofs of Claim filed by creditors with respect to the same
liabilities.  Some amended Proofs of Claim were filed to change an
amount previously claimed in an earlier Proof of Claim.  In other
instances, a Proof of Claim was filed to amend an amount scheduled
for a particular claim.  In both cases, the Amended Proofs of
Claim supersede the Original Proofs of Claim or the Scheduled
Amount.  

After a review of their Books and Records, the Debtors identified
75 Claims that are superseded by other Proofs of Claim.  Judge  
Sonderby disallows and expunges 48 of the Claims:

          Type of Claims                  Claim Amount
          --------------                  ------------
          Secured                           $3,991,019
          Administrative                     4,028,305
          Priority                          23,230,643
          Unsecured                          2,798,638

The Court will decide on 20 Claims at another hearing:

          Type of Claims                  Claim Amount
          --------------                  ------------
          Secured                           $1,722,695
          Administrative                        18,832
          Priority                          11,739,858
          Unsecured                            497,248

For each Amended or Superseded Claim, the affected Claimant will
have Remaining Claims in the claims register.  However, the
Remaining Claims are not allowed claims and therefore remain
subject to further objections. (Kmart Bankruptcy News, Issue No.
66; Bankruptcy Creditors' Service, Inc., 215/945-7000)


LEASCO INC: Case Summary and 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Leasco, Inc.
        1819 E. Southern Ave., Ste, D-21
        Mesa, Arizona 85204

Bankruptcy Case No.: 03-21422

Type of Business: Owner of Filiberto's Mexican Food
                  Restaurants and licensor of
                  Filiberto's trademark.  
                  See http://www.filibertos.com/

Chapter 11 Petition Date: December 8, 2003

Court: District of Arizona (Phoenix)

Judge: James M. Marlar

Debtor's Counsel:  Gerald L. Shelley, Esq.
                   Quarles & Brady Streich Lang L.L.P.
                   Two North Central, Suite 200
                   Phoenix, AZ 85004
                   Tel: 602-229-5200
                   Fax: 602-230-5598

                         - and -

                   Philip G. Mitchell, Esq.
                   Jennings, Haug & Cunningham, L.L.P.
                   2800 North Central Avenue #1800
                   Phoenix, AZ 85004-1049
                   Tel: 602-234-7800
                   Fax: 602-277-5595

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Quarles & Brady, Streich      Legal Fees                $460,801
Lang, LLP
Two North Central Avenue
Phoenix, AZ 85004

Flavio Tenorio                Trademark Note            $436,006
Grant & Morasse
4921 Birch Street Ste 120
Newport Beach, CA 92660

Aurello Tenorio               Trademark Note            $433,960
Fletcher Paddington, Esq.
550 West B Street
San Diego, CA 92101

Francisco Tenorio             Trademark Note            $419,025
Fletcher Paddison, Esq.
550 West B. Street
San Diego, CA 92101

Filiberto Tenorio             Trademark Note            $413,115
Fletcher Paddington, Esq.
550 West B. Street
San Diego, CA 92101

Ivania Piskulich              Wages                     $222,500

Mansfield Collins             Wages                     $164,495

Ivania Piskulich              Personal Loans             $95,000

Ivie McNeill & Wyatt, LLP     Legal Fees                 $42,607

Philip Glasscock, P.C.        Legal Fees                 $25,000

Luftman Properties, LLC       Penalties/Finance          $15,000
                              Charges

Pasernack Properties          Lease payments             $15,000

Volt                          Wages                       $7,500

3055 Wilshire Blvd. LLC       Rent                        $3,100

Wilfredo Nova, E.A.           Professional fees           $2,500

Law Offices of Cheryl C.      Legal Fees                  $2,212
Turner


LUCENT TECH.: District Court Approves Shareowner Settlements
------------------------------------------------------------
Lucent Technologies (NYSE: LU) received final district court
approval of its agreement to settle pending shareowner and related
litigation against the company, certain of its current and former
officers and directors, and certain other defendants. The company
denied any wrongdoing as part of the agreement, which was
announced on March 27, 2003.

Honorable Judge Joel A. Pisano of the U.S. District Court in
Newark, N.J., entered an order Friday giving final approval to the
settlements and directing the implementation of their final terms.

Information on the terms of the settlement and details on how to
submit claim forms to participate in the settlement are accessible
through the plaintiffs' claims administrator at 1-866-345-0365 or
at http://www.lucentsecuritieslitigation.com/

Potential claimants have until Mar. 31, 2004, to complete and
return claim forms to apply to receive a portion of the settlement
proceeds.

Lucent Technologies (S&P, B- Corporate Credit Rating, Negative
Outlook), headquartered in Murray Hill, N.J., USA, designs and
delivers networks for the world's largest communications service
providers. Backed by Bell Labs research and development, Lucent
relies on its strengths in mobility, optical, data and voice
networking technologies as well as software and services to
develop next-generation networks.  The company's systems, services
and software are designed to help customers quickly deploy and
better manage their networks and create new, revenue-generating
services that help businesses and consumers. For more information
on Lucent Technologies, visit its Web site at
http://www.lucent.com/


MANDALAY RESORT: Extends Exchange Offer for 6-1/2% Senior Notes
---------------------------------------------------------------
Mandalay Resort Group (NYSE: MBG) announced that the exchange
offer for its outstanding 6-1/2% Senior Notes due 2009 has been
extended until 5:00 p.m., New York City time, on December 15,
2003.  The extension of the exchange offer will allow holders of
the notes additional time to tender their notes for exchange.

Mandalay Resort Group's exchange offer was scheduled to expire at
5:00 p.m., New York City time, on December 12, 2003.  The exchange
agent for the offer, The Bank of New York, has advised Mandalay
Resort Group that approximately $248.5 million in aggregate
principal amount of the outstanding 6-1/2% Senior Notes due 2009
had been tendered as of 5:00 p.m., New York City time on Friday,
December 12, 2003.

Mandalay Resort Group (S&P, BB+ Corporate Credit Rating, Stable)
owns and operates 11 properties in Nevada:  Mandalay Bay, Luxor,
Excalibur, Circus Circus, and Slots-A-Fun in Las Vegas; Circus
Circus-Reno; Colorado Belle and Edgewater in Laughlin; Gold Strike
and Nevada Landing in Jean and Railroad Pass in Henderson.  The
company also owns and operates Gold Strike, a hotel/casino in
Tunica County, Mississippi.  The company owns a 50% interest in
Silver Legacy in Reno, and owns a 50% interest in and operates
Monte Carlo in Las Vegas.  In addition, the company owns a 50%
interest in and operates Grand Victoria, a riverboat in Elgin,
Illinois, and owns a 53.5% interest in and operates MotorCity in
Detroit, Michigan.


MARINER HEALTH: Selling $175 Million of 8.25% Senior Sub. Notes
---------------------------------------------------------------
Mariner Health Care, Inc. (OTC Bulletin Board: MHCA) has agreed to
sell $175 million aggregate principal amount of 8-1/4% senior
subordinated notes due 2013 in a private placement.

The Notes will be unsecured senior subordinated obligations of the
Company and will be subordinated in right of payment to all
existing and future senior indebtedness of the Company. The Notes
have not been registered under the Securities Act of 1933.
Accordingly, the Notes may not be offered or sold in the U.S. or
to U.S. persons absent registration or an applicable exemption
from registration under the Act and applicable state securities
laws.

Mariner is headquartered in Atlanta, Georgia and certain of its
subsidiaries and affiliates own and/or operate approximately 263
skilled nursing and assisted living facilities as well as 12 long-
term acute care hospitals representing approximately 32,000 beds
across the country.


MEDSOLUTIONS: Capital Deficits Raise Going Concern Uncertainty
--------------------------------------------------------------
MedSolutions, Inc. was incorporated in Texas in 1993, and through
its wholly owned  subsidiary, EnviroClean Management Services,
Inc., principally collects, transports and disposes of regulated
medical waste in north and south Texas.

The Company incurred consolidated net losses in all years prior to
and including December 31, 2002.  Additionally, the Company has
significant deficits in both working capital and stockholders'
equity. These factors raise substantial doubt about the Company's
ability to continue as a going concern.

Historically, stockholders of the Company have funded cash flow
deficits. However, the stockholders are under no specific funding
obligation.

The management of MedSolutions is of the opinion that the
Company's existing cash  position and cash flow from operations
will not enable it to satisfy its current cash requirements.  The
Company will be required to obtain additional financing to
implement its business plan. Historically, MedSolutions has met
its cash requirements from a combination of revenues from
operations (which by themselves have been insufficient to meet
such requirements), shareholder loans and advances, and proceeds
from the sale of  debt and equity securities.

The Company has outstanding liabilities and debt of approximately
$4,516,630 at September 30, 2003. Its current rate of revenue may
be insufficient to enable it to repay its debt upon maturity. In
the event that MedSolutions cannot generate sufficient revenue and
is unable to finance the repayment of its debt, the Company could
be sued or face judgments against it which could result in a loss
of assets and a discontinuation of operations.


MERRILL LYNCH: Fitch Rates Two Certificate Classes at BB+/B+
------------------------------------------------------------
Fitch rates Merrill Lynch Mortgage Investors, Inc.'s $996.5
million mortgage pass-through certificates, series MLCC 2003-G, as
follows:

    -- $969 million class A-1, A-2, A-3, A-4A, A-4B, X-A-1, X-A-2
       (privately offered), X-B and A-R senior certificates 'AAA';

    -- $10.5 million class B-1 certificates 'AA+';

    -- $8 million class B-2 certificates 'A+';

    -- $4.5 million class B-3 certificates 'BBB+';

    -- $2.5 million class B-4 certificates 'BB+';

    -- $2 million class B-5 certificates 'B+'.

The 'AAA' rating on the senior certificates reflects the 3.10%
subordination provided by the 1.05% privately offered class B-1,
0.80% class B-2, 0.45% privately offered class B-3, 0.25%
privately offered class B-4, 0.20% privately offered class B-5 and
0.35% privately offered class B-6 (not rated by Fitch)
certificates. Classes B-1, B-2, B-3, B-4 and B-5 are rated 'AA+',
'A+', 'BBB+', 'BB+' and 'B+', respectively, based on their
respective subordination only.

Fitch believes the above credit enhancement will be adequate to
cover credit losses. In addition, the ratings also reflect the
quality of the underlying mortgage collateral, strength of the
legal and financial structures and the primary servicing
capabilities of Cendant Mortgage Corporation (rated 'RPS1-' by
Fitch).

Generally, with certain limited exceptions, distributions to the
class A-1 and A-R certificates (and to the components of the class
X-A-1 and X-A-2 certificates related to pool 1) will be solely
derived from collections on the pool 1 mortgage loans,
distributions to the A-2 certificates (and to the components of
the class X-A-1 and X-A-2 certificates related to pool 2) will be
solely derived from collections on the pool 2 mortgage loans,
distributions to the class A-3 certificates will solely be derived
from collections on the pool 3 mortgage loans, and distributions
to the class A-4A and A-4B certificates will solely be derived
from collections on the pool 4 mortgage loans. Aggregate
collections from all four pools of mortgage loans will be
available to make distributions on the class X-B certificates and
the subordinate certificates. In certain very limited
circumstances relating to a pool's experiencing either rapid
prepayments or disproportionately high realized losses, principal
and interest collected from the other pools may be applied to pay
principal or interest, or both, to the senior certificates of the
pool experiencing such conditions.

The trust consists of 2,690 conventional, fully amortizing,
primarily 25-year adjustable-rate mortgage loans secured by first
liens on one- to four-family residential properties with an
aggregate principal balance of $1,000,000,178 as of the cut-off
date (Nov. 1, 2003). Each of the mortgage loans are indexed off
the one-month LIBOR or six-month LIBOR, and all of the loans pay
interest only for a period of ten years following the origination
of the mortgage loan. The average unpaid principal balance as of
the cut-off-date is $371,747. The weighted average original loan-
to-value ratio is 69.28%. The weighted average effective LTV is
65.82%. The weighted average FICO is 730. Cash-out refinance loans
represent 34.89% of the loan pool. The three states that represent
the largest portion of the mortgage loans are California (22.77%),
Florida (9.10%) and New Jersey (5.95%).

All of the mortgage loans were either originated by Merrill Lynch
Credit Corporation pursuant to a private label relationship with
Cendant Mortgage Corporation or acquired by MLCC in the course of
its correspondent lending activities and underwritten in
accordance with MLCC underwriting guidelines as in effect at the
time of origination. Any mortgage loan with an OLTV in excess of
80% is required to have a primary mortgage insurance policy. There
are loans referred to as 'Additional Collateral Loans', which are
secured by a security interest, normally in securities owned by
the borrower, which generally does not exceed 30% of the loan
amount. Ambac Assurance Corporation provides a limited purpose
surety bond, which guarantees that the Trust receives certain
shortfalls and proceeds realized from the liquidation of the
additional collateral, up to 30% of the original principal amount
of that Additional Collateral Loan.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

MLMI, the Depositor, will assign all its interest in the mortgage
loans to the trustee for the benefit of certificate holders. For
federal income tax purposes, an election will be made to treat the
trust fund as multiple real estate mortgage investment conduits.
Wells Fargo Bank Minnesota, National Association will act as
trustee.


METALDYNE: Workers at New Castle, Ind. Plant Ratify Labor Pact
--------------------------------------------------------------
Metaldyne announced that a labor agreement has been ratified by
the United Auto Workers Local #371 at its joint venture plant with
DaimlerChrysler in New Castle, Ind.  This represents an important
step forward in Metaldyne's intention to acquire 100 percent of
the joint venture.

"We feel this progressive agreement further exemplifies the value-
added benefits realized from our partnership with the UAW," said
Tim Leuliette, Metaldyne chairman, president and CEO.

Since January 2003, Metaldyne and DaimlerChrysler have operated
the New Castle Machining and Forge plant as a joint venture, with
Metaldyne overseeing daily operations and the Chrysler Group
holding a majority interest (60% common stock) in the venture.

"This acquisition will position Metaldyne as the recognized leader
in the integration of chassis systems for our global automotive
OEM and Tier One customers," said Leuliette.  "It is Metaldyne's
commitment to achieve long-term growth at the New Castle facility
by delivering value-added chassis solutions through product
innovation and manufacturing excellence."

Metaldyne is a leading designer and supplier of metal-based
components, assemblies and modules to the global automotive
industry.  Through its Chassis, Driveline & Transmission, and
Engine groups, Metaldyne provides a full range of products
including engine, transmission/transfer case components, wheel-end
and suspension assemblies, axle and driveline assemblies, and
noise and vibration control modules for a variety of motor vehicle
applications.

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

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


MIDWEST FUNDING: S&P Affirms $774M Sr. Sec. Bank Debt Rating at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' rating on
Midwest Funding LLC's $774 million senior secured bank facility
due 2004, and removed the rating from CreditWatch with negative
implications where it was placed Oct. 16, 2003.

The outlook is negative.

The rating action follows Standard & Poor's affirmation of the
ratings on Edison Mission Midwest Holdings Co.'s (EMM Holdings;
B/Negative/--) and their removal from CreditWatch. EMM Holdings is
owned by Edison Mission Energy (B/Negative/--).

The rating affirmations followed from EMM Holdings' retirement of
its $781 million credit facility on Dec. 11, 2003 with a $550
million equity infusion from EME and cash on hand.

"The negative outlook reflects the negative outlook on EMM
Holdings. If the rating on EMM Holdings falls, the rating on
Midwest Funding will fall," said Standard & Poor's credit analyst
Terry Pratt.

EMM Holdings guarantees the payment of lease obligations of its
subsidiary, Midwest Generation LLC, which is the ultimate lessee
of Collins Station. A portion of the lease payments is used to
service Midwest Funding's debt.

Midwest Funding is a special-purpose financing vehicle used by EMM
Holdings in the sale-leaseback transaction for the 2,698 MW
Collins Station gas- and oil-fired power plant. EMM Holdings'
wholly owned subsidiary, Midwest Generation, entered into a 33.75-
year lease and sublease arrangement for Collins with the owner
trust and a middle party. To fund Midwest Generation's
participation in the lease, Midwest Funding issued $774 million in
short-term notes due 2004.

Standard & Poor's concludes that the rating on the Midwest Funding
notes is based on the creditworthiness of EMM Holdings. EMM
Holdings unconditionally guarantees payments under the lease for
as long as the Midwest Funding notes are outstanding.


MIDWEST GEN.: Fitch Affirms B Ratings on Two P-T Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' ratings on
Midwest Generation LLC's $333.5 million pass through certificates
due 2009 and $813.5 million pass through certificates due 2016,
and removed the ratings from CreditWatch with negative
implications where they were placed Oct. 16, 2003.

The outlook is negative.

The rating action follows Standard & Poor's affirmation of its
ratings on Edison Mission Energy (EME; B/Negative/--) and Edison
Mission Midwest Holdings Co. (EMM Holdings; B/ Negative/--). EMM
Holdings is a wholly owned subsidiary of EME. The affirmations
followed from EMM Holdings' retirement of its $781 million credit
facility on Dec. 11, 2003 with a $550 million equity infusion from
EME and cash on hand.

"The negative outlook reflects the negative outlook on EME and EMM
Holdings. If the ratings on EME or EMM Holdings falls, the rating
on Midwest Generation will likely fall," said Standard & Poor's
credit analyst Terry Pratt.

Midwest Generation, a wholly owned subsidiary of EMM Holdings,
makes lease rent payments that cover debt service on the pass
through certificates. EME guarantees payment on the pass through
certificates. The pass through certificates were issued in
relation to the Powerton Station and Joliet Station leveraged
leases.


MIRANT CORP: Hires McKinsey & Company as Management Consultant
--------------------------------------------------------------
The Mirant Debtors seek the Court's permission to employ, pursuant
to Sections 327(a) and 328 of the Bankruptcy Code, McKinsey &
Company, Inc., United States as their Management Consultant,
effective as of September 29, 2003.

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, relates that as part of their ongoing efforts to improve
their business performance, the Debtors have focused on, among
other things, improving their plant operation efficiency and
effectiveness.  This effort will focus on improving near-term
cash flow, as well as building long-term capabilities for
success.

After assessing their options with respect to improving cash
flows, while decreasing operational expenses, the Debtors
concluded that the best option available to assist in
implementing a strategy to achieve these goals is to engage
McKinsey to assist them with the development, formulation and
implementation of the processes necessary to accomplish these
objectives.

According to Ms. Campbell, McKinsey is a well-known management
consulting firm, which has a worldwide clientele and extensive
experience in helping clients tackle challenging, complex
management issues.  McKinsey has extensive experience in
significantly improving operational performance for clients
across several process industries.  With McKinsey's skills,
qualifications and expertise, the Debtors believe that McKinsey
best fits the job.

As management consultant, McKinsey will:

   (a) identify and prioritize opportunities at the plant level
       and across the portfolio while building a fact-base and
       project infrastructure;

   (b) design an overall rollout plan to prioritize portfolio-
       level processes;

   (c) select the plan deep dive sequence;

   (d) address plant specific improvements by assembling a
       detailed fact base on both spend and activity; and

   (e) develop cash flow and EBIT improvement ideas.

Kenneth J. Ostrowski, a managing group member of McKinsey, tells
the Court that the services cover two phases.  The first phase is
for a period of five to six weeks and the second phase is
expected to require six months.  Mr. Ostrowski notes that either
party may terminate the services upon 30 days prior written
notice to the other.  In the event of termination, the Debtors'
sole responsibility will be to pay the reasonable professional
fees and related expenses that McKinsey earned or incurred
through the effective date of termination.

Mr. Ostrowski states that McKinsey will charge the Debtors a
$400,000 flat monthly fee for phase one.  For phase two, McKinsey
will charge the Debtors $970,000 per month, inclusive of
expenses.  Pursuant to the Engagement Letter, the Debtors also
agreed to pay McKinsey reasonable outside counsel fees and out of
pocket expenses an outside counsel incurs in connection with the
employment.  

McKinsey will provide the Debtors a monthly invoice containing a
brief description of the services provided for each particular
month, including a description of those professionals performing
the services, as well as a description of its outside counsel
fees and expenses incurred.  McKinsey agreed that its
professionals will keep time records, in summary format, setting
forth the description of the services rendered by each
professional and the amount of time spent on each date.  The
Debtors agree to pay 80% of any invoice within 30 days of
receipt.

Other terms of the Engagement Letter are:

   (a) McKinsey agrees to preserve the confidentiality of
       Confidential Information provided to it by the Debtors;
       and

   (b) The Debtors agree to indemnify McKinsey with the same
       indemnification coverage provided to all retained
       professionals in these cases, pursuant to the Order
       Restricting Pursuit of Certain Persons.

The Debtors believe that the management consulting services
McKinsey will render will not be duplicative of the services
rendered by any other of the Debtors' professionals retained in
these Chapter 11 cases.  Nevertheless, McKinsey will carefully
coordinate its efforts with bankruptcy counsel and other
professionals the Debtors employed and make sure that its actions
are not duplicative of the actions undertaken by the Debtors'
other professionals.  Rather than resulting in any extra expense
to the Debtors' estates, Ms. Campbell contends that the
engagement is intended to generate operations improvements
through margin enhancements and costs savings which, coupled with
efficient coordination of the efforts of all of the Debtors'
professionals, will promote the effective and economical
administration of these Chapter 11 cases.

Mr. Ostrowski assures the Court that McKinsey and its partners,
employees and associates do not have any connection with or any
interest adverse to the Debtors, their creditors or any other
party-in-interest, or their attorneys and accountants, in the
matters on which it is being employed.  The firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b), in that
McKinsey, its partners and employees:

   (i) are not creditors, equity security holders or insiders of
       the Debtors;

  (ii) are not and were not investment bankers for any
       outstanding security of the Debtors;

(iii) have not been, within three years before the Petition
       Date, investment bankers for a security of the Debtors or
       an attorney for an investment banker in connection with
       the offer, sale, or issuance of a security of the Debtors;

  (iv) are not and were not, within two years before the Petition
       Date, a director, officer, or employee of the Debtors or
       of an investment banker of the Debtors' securities; and

   (v) do not have an interest materially adverse to the
       interest of the Debtors' estates, or of any class of
       creditors or equity security holders, by reason of any
       direct or indirect relationship to, connection with, or
       interest in the Debtors or an investment banker of the
       Debtors' securities, or for any other reason.

                          *     *     *

In an interim basis, Judge Lynn authorizes the Debtors to employ
McKinsey effective as of September 29, 2003.  The Court will
conduct a final hearing on December 3, 2003 to consider the
Debtors' request. (Mirant Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NAPRO: Completes Sale of Worldwide Paclitaxel Business to Mayne
---------------------------------------------------------------
NaPro BioTherapeutics, Inc. (Nasdaq: NPRO) completed the sale of
its worldwide generic injectable paclitaxel business to Mayne
Pharma for $71.7 million in cash minus an inventory adjustment of
$4.6 million to reflect NaPro's actual inventory as of the date of
closing.  

The proposed sale of the paclitaxel business was first announced
by NaPro on August 26, 2003. Stockholders approved the sale at a
special meeting of stockholders held Friday last week.

NaPro retired $21.9 million in debt (including accrued interest)
and payables arising from its development relationship with Abbott
Laboratories, and received $3.2 million in connection with the
termination of its marketing agreements with Mayne Pharma and
Abbott.  NaPro expects that its cash balance at year end will be
approximately $50 million.

"The net proceeds from this sale, to our long standing partner
Mayne Pharma, will provide us with additional capital to advance
the development of our proprietary oncology and hereditary disease
therapeutic programs," commented Leonard P. Shaykin, Chairman and
CEO.  "We anticipate bringing at least two of our proprietary drug
candidates into the clinic in the coming year."

The closing of the paclitaxel sale marks the termination of
NaPro's development agreements with Mayne Pharma.  On
September 30, 2003, Mayne Pharma announced that it had acquired
Abbott Laboratories' marketing and distribution rights for
paclitaxel in North America and along with it, Abbott
Laboratories' holdings of two million shares of NaPro's common
stock.

NaPro BioTherapeutics, Inc. is a life science company focused on
the development of targeted therapies for the treatment of cancer
and hereditary disease.

For more information about NaPro and its technologies, visit
NaPro's Web site at http://www.naprobio.com/

NaPro BioTherapeutics' October 1, 2003 balance sheet shows a
working capital deficit of about $11 million, and a total
shareholders' equity deficit of about $3.5 million.


NHC COMMS: August 1 Balance Sheet Upside-Down by C$5 Million
------------------------------------------------------------
NHC Communications Inc. (TSE: NHC), a leading provider of
automated mainframe and cross-connect solutions for the copper-
based telecommunications market, closed its 2003 fiscal year with
deferred revenue of $22.27 million, which represent delivered
solutions that have been paid for by customers as of December 12,
2003. During the first quarter of fiscal 2003, NHC received orders
from a first major U.S. local exchange carrier and entered into a
multi-year contract with a second carrier.

Most of 2003 shipments were not yet recognized as revenues as at
August 1, 2003, since a major customer had not completed the
testing of the Company's new CMS Version 3 software, a
UNIX(TM)/Oracle(TM) element management system which controls the
ControlPoint(TM) robotic main distribution frame. The delivery of
this new software, which was stipulated under the contract's
terms, should be executed during fiscal 2004, at which time the
short-term portion of the deferred revenue of $21.11 million on
the Company's balance sheet will be recorded as revenues together
with its related cost. All of ControlPoint(TM) solutions installed
by this major customer will continue to be controlled by CMS 2.4,
NHC's Windows(TM) based software which uses a LAN/WAN to remotely
control the robotic MDF, until the delivery of the CMS Version 3
software.

For the fiscal year ended August 1, 2003, revenues grew by 47% to
reach $5.08 million, up from $3.46 million in 2002. Gross profit
amounted to $1.76 million, or 35% of sales, compared with $1.21
million, or 35% of sales in 2002. Research and development
expenses rose to $3.22 million, up from $2.65 million in 2002.
Following the implementation of cost-cutting measures effective
April 7, 2003, leading to reduced discretionary marketing
expenses, sales and marketing expenses declined from $7.16 million
in 2002 to $5.39 million in 2003. General and administrative
expenses almost held steady at $2.4 million. Consequently, the net
loss totalled $9.77 million or $0.31 per share for fiscal 2003,
compared with a net loss of $11.08 million or $0.43 per share for
the previous fiscal year.

At August 1, 2003, the Company's balance sheet shows a working
capital deficit of about C$6 million, and a total shareholders'
equity deficit of about C$5 million.

Additional information, as well as the Management's Discussion and
Analysis of the Company's financial results, will be filed shortly
with the relevant securities regulatory authorities and will be
available on the NHC Web site at http://www.nhc.com/

                      Financing Activities

During the fourth quarter of fiscal 2003, the Company completed a
private placement with a third party for gross proceeds of
$1,500,000. Under the private placement, NHC issued an aggregate
of 3,000,000 shares at a price of $0.50 per share and 1,000,000
warrants exercisable at $0.61 for a period of two years. During
the same period, the Company entered into a secured convertible
debentures transaction with members of management for cash
proceeds of $571,200 under terms previously disclosed.

Also during the same period, the Company entered into a secured
convertible debentures transaction with two senior officers for
cash proceeds of $150,000. The secured convertible debentures are
convertible into common shares of NHC at any time during the term
at a price of $0.88 per common share, and were also the object of
the issuance of 250,000 warrants to acquire common shares. As of
December 12, $125,000 of those secured convertible debentures were
reimbursed by the Company.

The number of issued and outstanding shares as at August 1, 2003
was 34,374,333.

Subsequent to the end of the fourth quarter, the Company entered
into a secured convertible debentures transaction with a third
party for cash proceeds of $208,500. The secured convertible
debentures have a two-year term, bear interest at 9% per annum,
and are secured by a movable hypothec over substantially all of
the assets of the Company. The secured convertible debentures are
convertible into common shares of NHC at any time during the term
at a price of $0.61 per common share. In addition, the Company
issued 180,000 warrants to acquire common shares. Each warrant is
exercisable for one common share at a price of $0.70 per warrant
for the following two years. The Company also reached an agreement
to complete a private placement with a third party for gross
proceeds of $600,000. Under the private placement, NHC will issue
an aggregate of 909,090 shares at a price of $0.66 per share and
590,908 warrants exercisable at $0.74 for a period of two years.

On December 10, 2003, the Company reached an agreement in
principle with a third party to complete a private placement for
cash gross proceeds of $1,500,000. Under this agreement, the
Company would issue an aggregate of 1,875,000 shares at a price of
$0.80 per share and 1,218,750 warrants exercisable at $0.88 for a
period of 2 years. The execution of this agreement is subject
regulatory approvals.

The Company also announced that effective December 12, 2003, Peter
Snucins resigned as a member of the board of directors in order to
focus on other business activities.

NHC plans to continue to finance its activities from the
collection of sales to its customers. In addition, NHC continues
to seek additional long-term financing to carry out its operations
and investing activities. There can be no assurance that such
additional funding will be available on acceptable terms. Should
it fail to secure additional financing, the Company may not be
able to continue as a going concern.

NHC -- http://www.nhc.com/-- is a leading provider of carrier  
class test access and deployment solutions for the copper-based
telecommunications and Internet access markets and of innovative
remotely controlled physical layer cross-connect solutions for
established and next-generation voice/data networks. With a unique
range of technologies, NHC is at the heart of today's corporate
enterprise service market and the telecommunications industry. NHC
maintains offices in Montreal, Quebec; Paris, France; and
Manassas, Virginia. NHC's ControlPoint(TM) is an automated true
any-to-any copper cross-connect switch capable of performing the
four fundamental functions at the heart of all operations
performed by incumbent local exchange carriers, competitive local
exchange carriers, and multiple-tenant units and multiple-dwelling
units: loop qualification, deployment and provisioning, fallback
switching and service migration of DSL, ISDN, E1/T1 and POTS.
"ControlPoint(TM)" is a trademark of NHC Communications Inc.


NORTHWEST AIRLINES: Pilots Exploring Interim Investment Pact
------------------------------------------------------------
The elected union leadership for Northwest Airlines pilots, as
represented by the Air Line Pilots Association International
(ALPA), directed its Negotiating Committee to explore a
possible interim investment agreement with NWA and to develop a
proposal outline for the union leadership's consideration no later
than its March 2004 meeting.

"We believe all stakeholders must ultimately share in solving
NWA's problems, but recognize that a pilot investment could
represent an intermediate step on the way to a long-term
solution," NWA Master Executive Council Chairman Capt. Mark
McClain said.  "Since April, the NWA pilot group has recognized
the long-term viability problems facing our company and that an
investment by labor will need to be part of the solution."

The MEC Negotiating Committee's proposal outline would investigate
a possible dollar amount of a pilot investment, appropriate quid
pro quos, and provisions and conditions that would need to be met.

"The negotiating committee has been asked to develop a proposal
which will enhance NWA's long-term viability," McClain said.  "We
expect any investment by the pilot group will be rewarded and
management would be required to share in any cost savings
simultaneous with NWA pilots."

Founded in 1931, ALPA is the world's oldest and largest pilot
union, representing 66,000 pilots at 42 airlines in the U.S. and
Canada, including approximately 6,300 Northwest pilots.  Visit the
ALPA Web site at http://www.alpa.org/

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

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


ONEIDA LTD: Lenders Further Extend Waivers Until Jan. 30, 2004
--------------------------------------------------------------
Oneida Ltd. (NYSE:OCQ) has obtained further waivers through
January 30, 2004 from its lenders in regard to the company's
financial covenants and in respect to certain payments that are
due.

Previously announced waivers were effective through December 12,
2003.

Oneida's bank lenders have agreed to continue postponement of a $5
million reduction in the company's credit availability until
January 30, 2004. This reduction originally was scheduled to take
effect on November 3, 2003 under the company's revolving credit
agreement. In addition, Oneida's senior note holders have agreed
to further defer until January 30, 2004 a $3.9 million payment
from the company that was originally due on October 31, 2003.

As was indicated when the previous waivers were announced, Oneida
is continuing to work with its lenders to make appropriate
modifications to its credit facilities, and is working to provide
lenders with updated financial information regarding the company's
operations and restructuring plans. The company expects there will
be a further deferral of the above reduction and principal payment
until such modifications have been agreed upon.

Oneida Ltd. is a leading source of flatware, dinnerware, crystal,
glassware and metal serveware for both the consumer and
foodservice industries worldwide.


PAC SIGN COMPANY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: PAC Sign Company, Inc.
        383 West State Street
        Binghamton, New York 13901

Bankruptcy Case No.: 03-68307-6

Type of Business: Specializes in the manufacturing and design of
                  all types of signs from decals to traffic
                  signs.  See http://www.pacsigns.com/

Chapter 11 Petition Date: December 11, 2003

Court: Northern District of New York (Utica)

Debtor's Counsel: Leslie N. Reizes, Esq.
                  1177 George Bush Boulevard
                  Suite 308
                  Delray Beach, FL 33483
                  Tel: 561-276-2600

Total Assets: $498,233

Total Debts:  $1,089,577

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
NYS Dept. of Taxation &       Taxes                     $121,998
Finance

PA Dept. of Revenue           Sales Tax                  $59,493

Garston Sign Supplies         Goods sold                 $47,647

West Virginia State Tax       Sales tax                  $40,705
Dept.

Sign Faces, Inc.              Goods sold                 $29,055

N. Glantz & Son               Goods sold                 $28,275

BSB Bank & Trust              Commercial loan            $24,311

GE Polyemershapes             Goods sold                 $23,210

The Phelps Agency             Insurance coverage         $19,387

American Express Company      Credit Card                $12,874

MVP Health Plan               Insurance coverage          $7,988

NYSEG                         Utility service             $7,418

Manufacturing Self Insurance  Insurance coverage          $7,053

Kenneth Schrader              Accounting services         $6,951

GE Corporate Productivity     Credit card                 $4,356
Card

Ventex                        Goods sold                  $3,055

Southern Tier Crane Service   Subcontract                 $2,308

Broadview Networks            Telephone service           $2,162

United Parcel Service         Shipping Services           $1,915

Emery Worldwide               Shipping Services           $1,828


PACIFIC GAS: Bankruptcy Court Approves Plan of Reorganization
-------------------------------------------------------------
PG&E Corporation (NYSE: PCG) and Pacific Gas and Electric Company
issued the following statement after the U.S. Bankruptcy Court
issued a decision finding that its plan of reorganization is legal
and confirmable:

"With [Fri]day's Bankruptcy Court decision stating that the plan
of reorganization is legal and confirmable, approval by the
California Public Utilities Commission (CPUC) is the only thing
standing between our customers receiving immediate, significant
rate reductions estimated at least $670 million starting in
January 2004.

"Next week, the CPUC will have the opportunity to close the door
on a difficult chapter in California's energy history, and allow
the utility to emerge from Chapter 11 as a financially healthy,
investment-grade company.

"In his decision, Judge Montali wrote '. . . the court will
approve the Settlement Agreement and will enter a separate
Confirmation Order confirming the plan, provided the Commission
approves the Settlement Agreement' referring specifically to the
settlement agreement that PG&E reached with the CPUC staff, under
the direction of Judge Randall Newsome in June 2003."

The CPUC is scheduled to take up the proposed settlement agreement
at its December 18th meeting.


PACIFIC GAS: Fitch Says CPUC Review of Plan Won't Affect Ratings
----------------------------------------------------------------
Fitch's ratings and Rating Watch Positive status for Pacific Gas &
Electric Company are unchanged by the lack of consensus at the
California Public Utilities Commission regarding its staff's
proposed bankruptcy settlement agreement with PG&E Corp. and PG&E.
While the wide range of opinion at the CPUC is disconcerting,
Fitch believes it is possible that a majority (i.e., three out of
five commissioners) will adopt either the proposed settlement or
an alternative that is acceptable to the relevant parties to the
settlement. The commission will consider this on Dec. 18, 2003.
Fitch rates PG&E's senior secured debt and preferred securities
'BB-' and 'DDD', respectively.

On Thursday, Dec. 4, 2003, three members of the CPUC
(Commissioners Brown, Wood and Lynch) issued their own alternate
decisions in the CPUC proceedings reviewing the proposed
bankruptcy plan settlement. The issuance of the three alternate
decisions brings the total proposals before the commission to six
(the ALJ's proposed decision and five alternates - Commissioner
Kennedy did not issue an alternate decision). Fitch believes that
if the CPUC does not adopt a plan acceptable to all parties (i.e.,
the proposed plan or something very close to its essential
elements), investor concern regarding the state's regulatory
process would be reinforced, with long-lasting negative effects
for utility financing costs in the state and, ultimately, customer
rates.

Even if the proposed bankruptcy settlement is not adopted by the
commission, Fitch believes PG&E will continue to meet interest
payments on debt (and interest and principle payments on secured
debt) when due through the remainder of the bankruptcy
proceedings.

If the CPUC does not adopt the proposed bankruptcy settlement
agreement (which is embodied in Peevey's first alternate proposed
decision [Peevey 1]), Fitch believes that a CPUC consensus may be
forged from Commissioner Peevey's preferred alternate proposed
decision two (Peevey 2) and Commissioner Brown's (Brown). In order
for a consensus solution to succeed it would require not only the
majority support of the five-member CPUC but also acceptance by
the relevant parties to the original settlement agreement and the
bankruptcy court. Only Peevey 1 currently has the full support of
PG&E management.

Both the Peevey 2 and Brown adopt regulatory assets of $2.21
billion, while recognizing the ability of the commission to enter
into contractual arrangements to bind future commissions and the
jurisdiction of the bankruptcy court over the plan of
reorganization and implementation of the bankruptcy plan. In
addition, Peevey2 and Brown support a CPUC commitment to
investment grade ratings, while clarifying that the CPUC is not
obligated to guarantee such a rating if causes other than
regulatory affairs threaten the utility's investment grade rating.
Major differences embodied in the Brown plan compared to Peevey 2
include a shorter, five-year, amortization period and $400 million
of disallowed cost recovery in Brown compared to a nine-year
amortization period and zero disallowance in Peevey 2.


PARTNER COMMS: S&P Ratchets Long-Term Ratings Up a Notch to BB-
---------------------------------------------------------------
Partner Communications Ltd. (NASDAQ, Tel Aviv: PTNR, London: PCCD)
announces that Standard & Poor's Ratings Services raised its long-
term ratings for Partner to 'BB-' from 'B+'. At the same time, the
senior unsecured subordinated debt rating was raised to 'B' from
'B-'.

Alan Gelman, Partner's CFO, said that the rating awarded the
Company by Standard & Poor's is further evidence of the confidence
of the financial community in the Company's financial strength,
its profitability, steady cash flow, and its debt service
capabilities. In August 2003, Maalot, the Israel Securities Rating
Company Ltd., strategic partner of Standard & Poor's, awarded
Partner an "A" rating. Mr. Gelman also added that the Company is
considering, subject to market conditions, calling its 13% senior
subordinated notes in 2005. The higher rating could facilitate the
replacement of the senior subordinated notes with debt on more
favorable terms.

Partner Communications Company Ltd. is a leading Israeli mobile
communications operator known for its GSM/GPRS based services and
the development of wirefree applications under the orange(TM)
brand. The Company commenced full commercial operations in January
1999 and, through its network, provides quality of service and a
range of features to over two million subscribers in Israel.
Partner subscribers can use roaming services in 125 destinations
using 280 GSM networks. The Company was awarded a 3G license in
2002. Partner's ADSs are quoted on NASDAQ under the symbol PTNR
and on the London Stock Exchange (LSE) under the symbol PCCD. Its
shares are quoted on the Tel Aviv Stock Exchange (TASE) under the
symbol PTNR. For further information please visit
http://www.investors.partner.co.il/


PATHMARK STORES: Selling 8.75% Notes through Private Placement
--------------------------------------------------------------
Pathmark Stores, Inc. (Nasdaq:PTMK) has agreed to sell in a
private placement $50 million aggregate principal amount of its
8.75% senior subordinated notes due 2012.

The notes are an add-on to Pathmark's $200 million private
placement that closed on January 29, 2002 and $100 million private
placement that closed on September 19, 2003. The net proceeds from
this offering will be used to repay part of the floating rate term
loan outstanding under Pathmark's bank credit facility. This
offering is expected to close on December 18, 2003, subject to
customary closing conditions.

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

Pathmark Stores, Inc. (S&P, BB- Corporate Credit Rating, Stable)
is a regional supermarket currently operating 143 supermarkets
primarily in the New York-New Jersey and Philadelphia metropolitan
areas.


PEAK ENTERTAINMENT: Ability to Continue Operations Uncertain
------------------------------------------------------------
Peak Entertainment Holdings, Inc., formerly Peak Entertainment
Ltd., was formed on November 20, 2001 as an integrated media group
focused on children. Its activities include the production of
television entertainment, character licensing and consumer
products development, including toy and gift manufacturing and
distribution. Integration enables Peak Entertainment Holdings,
Inc. to take a property from concept to consumer, in-house,
controlling and coordinating broadcast, promotions and product
launches (toys, apparel, video games, etc.) to build market
momentum and worldwide brand quality.

The Company's financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has
sustained recurring operating losses and has a net capital
deficiency as of June 30, 2003. On April 22, 2003, the Company
completed a reverse acquisition with a public shell and has become
a public company with access to the US capital markets.
Immediately following the reverse acquisition, the Company issued
$785,000 in convertible debentures and warrants to purchase
1,570,000 shares of the Company's common stock. The Company
received $300,000 at the time of issuance of the debentures and
warrants and has since received the balance.

The Company has developed a business plan to increase revenue by
capitalizing on its integrated media products. However, the
Company must obtain funds from outside sources in fiscal 2003 to
provide needed liquidity and successfully implement its business
plan.

Presently, the Company has no firm commitments from outside
sources to provide these funds. These factors raise substantial
doubt about the Company's ability to continue in existence.


PEREGRINE SYSTEMS: Delays Filing of Periodic Reports with SEC
-------------------------------------------------------------
Peregrine Systems, Inc. (OTC: PRGN), a leading provider of
Consolidated Asset and Service Management solutions, announced a
delay in the expected filing of its periodic reports with the
Securities and Exchange Commission for fiscal 2003 and the first
two quarters of fiscal 2004.

Peregrine also announced that David Sugishita, a senior financial
executive with nearly 30 years in the technology industry, joined
the management team as executive vice president of special
projects to direct key initiatives to improve the company's
financial operations and infrastructure.

"We have made significant progress toward the completion of our
periodic reports," said Ken Sexton, Peregrine's executive vice
president and CFO. "However, it has taken longer than we
anticipated to resolve the treatment of major restructuring
activities, including the sale of several businesses during fiscal
2003, among other things."

Peregrine is unable to accurately predict when it will be in a
position to make the fiscal 2003 filings, which include the Form
10-K and the three Forms 10-Q for fiscal 2003. Because the company
is unable to predict the timing of the fiscal 2003 filings, it is
also unable to predict the timing of the filing of the Form 10-Q
for the fiscal quarter ended June 30, 2003 or the Form 10-Q for
the fiscal quarter ended Sept. 30, 2003.

"We recognized that we need to improve our financial controls and
procedures," said John Mutch, Peregrine's CEO. "Mr. Sugishita has
significant experience in senior leadership positions in finance,
and he will make important contributions to the management team.
His immediate priority will be to strengthen our financial
operations infrastructure and ensure we implement sound financial
reporting procedures and internal controls. He will also work with
our senior management team to create a fiscal 2005 operating plan
intended to maximize shareholder value as Peregrine enters the
next stage of growth."

During his career, Mr. Sugishita has served as executive vice
president and CFO at Synopsys, Inc., SONICblue, Inc. and
RightWorks Corp., where he worked closely with the CEO and board
to direct and execute financial turnarounds that maximized
shareholder value. Previously, he held senior financial management
positions at leading semiconductor companies, including Applied
Materials and National Semiconductor Corp.

The company reminded investors that until it becomes current in
its SEC filings, investors in the company's securities will not
have current financial information. Investors are cautioned to
take this into account in making decisions to purchase or sell the
company's securities. Previously, the company announced that it
expected to file its Form 10-K and Forms 10-Q for the fiscal year
ended March 31, 2003 in early December of this year, its Form 10-Q
for the fiscal quarter ended June 30, 2003 in late January of next
year and its Form 10-Q for the fiscal quarter ended Sept. 30, 2003
by late March of next year. However, as stated above, Peregrine is
unable to accurately predict when it will be in a position to make
these filings.

Founded in 1981, Peregrine Systems, Inc. develops and sells
enterprise software to enable its 3,500 customers worldwide to
manage IT for the business. The company's Consolidated Asset and
Service Management offerings allow organizations to improve asset
management and gain efficiencies in service delivery -- driving
out costs, increasing productivity and accelerating return on
investment. The company's flagship products -- ServiceCenter(R)
and AssetCenter(R) -- are complemented by Employee Self Service,
Automation and Integration capabilities. Peregrine is
headquartered in San Diego, Calif. and conducts business from
offices in the Americas, Europe and Asia Pacific. For more
information, please visit http://www.peregrine.com/

Peregrine filed a voluntary Chapter 11 petition on Sept. 22, 2002
after accounting irregularities came to light, requiring a
restatement of 11 quarters. On Aug. 7, Peregrine became the first
enterprise software company to emerge from Chapter 11 protection.


PG&E CORP: Reviewing Shareholder-Funded Executive Retention Plan
----------------------------------------------------------------
PG&E Corporation (NYSE: PCG) is reviewing its shareholder-funded
senior executive retention program implemented at the height of
the California energy crisis.  The Corporation said no final
decisions have been made as a result of the review, and no
schedule has been established for completion of the review.

In early 2001, restricted stock units were granted to certain key
executives under the program.  The units will vest and become
payable at the end of 2003 if the company's cumulative total
shareholder return is in the top 25th percentile of its comparator
companies, a group of energy industry peer companies, at the end
of 2003.  Performance is measured over the period from January 22,
2001, through December 31, 2003.  Currently, the company is the
top performer in the comparator group.  Details of the program
were reported in the company's 2000 Form 10K filing (filed in
March 2001), as well as the 2002 and 2003 proxy statements, among
other disclosures.

While the program's performance targets may be met, the company
believes that it is appropriate to place the program under review
at this time, because the vesting of the grants was never intended
to occur at the same time as key approvals by the bankruptcy court
and the California Public Utilities Commission regarding Pacific
Gas and Electric Company's Chapter 11 case.

The retention program was implemented months in advance of PG&E's
decision to file Chapter 11.  The program is in no way linked with
the resolution of PG&E's Chapter 11 case in the bankruptcy court
or the approval of the proposed settlement agreement by the
California Public Utilities Commission.

The senior executive retention program was implemented at a time
when the company faced a deepening and unprecedented emergency as
a direct result of the California energy crisis.  The program
includes 17 executives of PG&E Corporation and its subsidiaries,
and was designed to retain those individuals through the
difficulties of the energy crisis.

The program is funded 100 percent with PG&E Corporation
shareholder resources.  It entails no cost to Pacific Gas and
Electric Company's customers.


PG&E NATIONAL: Wins Nod to Hire Lazard Freres as Fin'l Advisor
--------------------------------------------------------------
U.S. Bankruptcy Court Judge Mannes grants the PG&E National Energy
Group Debtors' request and modifies Lazard Freres & Co. LLC's
compensation.  

The NEG Monthly Fee is reduced, nunc pro tunc to the Petition
Date, to $133,334 per month payable.  However, for any month that
USGen does not pay the USGen Monthly Fee, the NEG Debtors will pay
the full $200,000 per month and will seek from USGen any portion
of the USGen Monthly Fee not paid by USGen.  The NEG Restructuring
Fee is reduced to $2,666,667. (PG&E National Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PILLOWTEX CORP: Earns Final Nod to Use Lenders' Cash Collateral
---------------------------------------------------------------
On a final basis, U.S. Bankruptcy Court Judge Walsh authorizes the
Pillowtex Debtors to use cash collateral.  After the indefeasible
payment in full of the Obligations due Congress Financial
Corporation and the Lenders, the net proceeds of all Collateral
other than assets of Pillowtex Canada, Inc., will be distributed
in this manner:

A. With respect to all proceeds received by the Debtors from the
   sale of Collateral, an amount of proceeds equal to the sum of:

      (a) the aggregate amount provided in the Budget for the
          continued liquidation less the aggregate amount
          actually expended by the Debtors on or before the
          closing of the sale pursuant to the Budget; provided,
          that $1,079,239 of the amount will not be used for any
          reason other than the payment of 2003 ad valorem
          property taxes, to the extent owed, to the City of
          Kannapolis and County of Cabarrus, North Carolina,
          unless otherwise agreed to by the parties or otherwise
          directed by the Court;

      (b) $3,000,000 as required under Section 8.01(b)(xiv) of
          the GGST Agreement; and

      (c) $300,000 in respect of cure costs related to the
          assumption and assignment of real property leases and
          contracts designated by GGST LLC for conveyance to GGST
          LLC or its designee pursuant to the GGST Agreement;

   The GGST Reserve Amount will be held by the Debtors in a
   reserve account to fund the liquidation of the Debtors'
   estates as provided in the Budget; provided that an amount of
   the GGST Reserve Amount equal to the Professional Fee Carve-
   Out will be held by the Debtors in a segregated account to
   pay:

      (1) the fees and expenses of the Clerk of the Court and the
          Office of the United States Trustee pursuant Section
          1930(a)(6) of the Judiciary and Judicial Procedure
           Code; and

      (2) the amount of any unpaid fees and expenses of the
          professionals of the Debtors or the Committee retained
          by a Court Order pursuant to Sections 327 and 1103
          of the Bankruptcy Code ultimately awarded or allowed by
          the Court pursuant to Sections 326, 328, 330 or 331 of
          the Bankruptcy Code;

B. With respect to all other proceeds received by the Debtors
   from the sale of Collateral subject to a Permitted Lien, an
   amount of the proceeds not to exceed the amount of the claim
   secured by the Permitted Lien, but only to the extent that the
   amount of claim is not included in the GGST Reserve Amount,
   will be held by the Debtors in a segregated, interest-bearing
   account pending further Court Order; and

C. With respect to all other proceeds received by the
   Debtors from the sale of Collateral, 100% of the proceeds will
   be paid to Bank of America, N.A. for the benefit of the Term
   Loan Lenders immediately upon receipt of the proceeds.

Judge Walsh rules that it will constitute an Event of Default if
the Debtors seek any modifications or extensions of the Final
Order without the prior written consent of Bank of America and
the Term Loan Lenders and no consent will be implied by any other
action, inaction, acquiescence by Bank of America and the Term
Loan Lenders.

The Court also directed the Debtors to execute and deliver to
Congress Financial and the Lenders a Release Agreement, which
will release Congress Financial and Lenders from any postpetition
obligations in the DIP Order of the Financing Agreements.  
Congress Financial and the Lenders will be deemed indefeasibly
paid in full on:

   (a) the payment in full in cash of the Obligations;

   (b) the execution and delivery of the Release Agreement; and

   (c) the release and waiver by the Committee of its rights
       under DIP Order.

The Court further orders that the terms and provisions of the
Final Order as well the priorities in payment, liens, and
security interests granted pursuant to the Final Order will
continue in the or any superseding case under the Bankruptcy Code
of the Debtors, and the priorities in payment, liens and security
interests will maintain its priority as provided by the Final
Order until all Term Loan Prepetition Debt and Adequate
Protection Obligations are indefeasibly satisfied in full by its
terms and discharged and the Term Loan Lenders will have not
further obligation or financial accommodation to the Debtors.
(Pillowtex Bankruptcy News, Issue No. 56; Bankruptcy Creditors'
Service, Inc., 215/945-7000)    


PIONEER NATURAL: Hosting Conference Call and Webcast Today
----------------------------------------------------------
Pioneer Natural Resources Company (NYSE:PXD) announces a
conference call and webcast on Tuesday, December 16, 2003 at 9:00
a.m. Central. On that day, Pioneer plans to issue a news release
announcing its 2004 capital program and invites you to participate
in the related web-based slide presentation and management
discussion.

          Pioneer Natural Resources 2004 Capital Program
          Tuesday, December 16, 2003 9:00 a.m. Central
          Internet: http://www.pioneernrc.com/  
          Select "Investor," then "Webcasts/Earnings Calls."

Telephone: To listen, dial 800-946-0786 (confirmation code:
510363) five minutes before the call. View the accompanying
presentation via Pioneer's internet address above.

A replay of the webcast will be archived via Pioneer's website. A
telephone replay will be available through December 30 by dialing
888-203-1112, confirmation code: 510363.

Pioneer (Fitch, BB+ Senior Unsecured Debt Rating, Positive) is a
large independent oil and gas exploration and production company
with operations in the United States, Canada, Argentina, South
Africa, Gabon and Tunisia. Pioneer's headquarters are in Dallas.


PROTEIN DESIGN: Files Form S-3 for $250-Mill. Conv. Note Resale
---------------------------------------------------------------
Protein Design Labs, Inc. (Nasdaq: PDLI) announced that the Form
S-3 Registration Statement filed in connection with the 2.75%
Convertible Subordinated Notes due 2023 in an aggregate amount of
$250.0 million has been declared effective by the U.S. Securities
and Exchange Commission.  

The offering was completed in July 2003 pursuant to Rule 144A
under the Securities Act of 1933, as amended.

Protein Design Labs (S&P, B- Corporate Credit Rating, Stable) is a
leader in the development of humanized antibodies to prevent or
treat various disease conditions.  PDL currently has antibodies
under development for autoimmune and inflammatory conditions,
asthma and cancer.  PDL holds fundamental patents for its antibody
humanization technology.  Further information on PDL is available
at http://www.pdl.com/


RAYOVAC: Airs Disappointment with Norelco Ruling
------------------------------------------------
Rayovac Corp. (NYSE: ROV) said the Company is disappointed with
Judge Haight's ruling in the U.S. District Court, Southern
District of New York regarding Norelco's complaint against one of
Remington Products' television commercials.

While Rayovac is pleased Judge Haight found Remington properly
described its Titanium Microscreen Ultra line of electric shaving
products as having "titanium-coated trimmer blades," it is
disappointed that the judge granted Norelco a temporary
restraining order with respect to the commercial on other grounds.  
Rayovac plans to replace the Remington television commercial in
question with another Remington shaver commercial already prepared
for the holiday season.

Rayovac Corporation (S&P, B+ Corporate Credit Rating, Stable
Outlook) is a global consumer products company with a diverse
portfolio of world-class brands, including Rayovac, VARTA and
Remington. The Company holds many leading market positions
including: the world's leader in hearing aid batteries; the top
selling rechargeable battery brand in North America and Europe;
and the number one selling brand of men's and women's foil
electric razors in North America. Rayovac markets its products in
more than 100 countries and trades on the New York Stock Exchange
under the ROV symbol.


ROTECH HEALTHCARE: S&P Places Low-B Level Ratings on Watch Neg.
---------------------------------------------------------------  
Standard & Poor's Ratings Services placed its 'BB' corporate
credit, its 'BB' senior secured, and 'B+' subordinated debt
ratings on home respiratory provider Rotech Healthcare Inc. on
CreditWatch with negative implications.

"The action reflects Orlando, Fla.-based Rotech's vulnerability to
recently signed Medicare legislation that could hurt the company's
reimbursement for both respiratory drugs and durable medical
equipment," said Standard & Poor's credit analyst Jesse Juliano.

Approximately 85% and 15% of Rotech's revenues come from home
respiratory care services and durable medical equipment,
respectively. Also, the company generates more than 50% of its
revenues through Medicare-related business. The Medicare
legislation will reduce respiratory drug reimbursement to 85% of a
drug's average wholesale price in 2004, compared with the previous
95%. In 2005 and beyond, respiratory drugs will be reimbursed at
an even lower effective rate (106% of the average sales price), a
decline expected to have a significant negative effect on Rotech's
operating performance. Under the legislation, Medicare
reimbursement for durable medical equipment has been frozen from
2004 through 2006, and it will be moved to a competitive bidding
process in 2007. The details of the Medicare bill's implementation
and Rotech's ability to adjust to these changes remains unclear.

Before taking any rating action, Standard & Poor's expects to
review with Rotech management the company's strategy for coping
with these developments.


ROUGE INDUSTRIES: Committee Brings-In Reed Smith as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Rouge
Industries, Inc.'s chapter 11 cases asks for permission from the
U.S. Bankruptcy Court for the District of Delaware to employ Reed
Smith LLP as Counsel.  

The Committee selected Reed Smith because of its attorneys'
extensive experience and knowledge in the field of debtors' and
creditors' rights and business reorganizations under chapter 11 of
the Bankruptcy Code.

Reed Smith is expected to:

     a. consult with the debtors in possession concerning the
        administration of the case;

     b. investigate the acts, conduct, assets, liabilities, and
        financial condition of the debtors, the operation of the
        Debtors' businesses and the desirability or the
        continuance of such businesses, and any other matter
        relevant to the case or to the formulation of one or
        more plans;

     c. participate in the formulation of one or more plans,
        advising the Committee's constituents of the Committee's
        determinations as to any plan formulated, and collecting
        and filing with the court acceptances or rejections of
        any such plan;

     d. if appropriate, request the appointment of one or more
        trustees or examiners under Section 1104 of the
        Bankruptcy Code; and

     e. perform such other services as are in the interest of
        the Debtors' creditors.

The professionals who will be responsible in this engagement are:

     Partners
     --------     
       Kurt F. Gwynne             $420 per hour
       Claudia Z. Springer        $465 per hour
       Paul M. Singer             $500 per hour

     Associates  
     ----------
       Derek J. Baker             $295 per hour
       Howard A. Cohen            $270 per hour

     Paralegals   
     ----------     
       Alicia S. Brown            $130 per hour
       John B. Lord               $165 per hour

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


RYLAND GROUP: Will Publish Fourth-Quarter Results on January 22
---------------------------------------------------------------
The Ryland Group, Inc. (NYSE: RYL) will release fourth quarter
earnings on Thursday, Jan. 22, 2004, before the market opens.

The conference call will be held on Thursday, Jan. 22, 2004, at
1:00 p.m. (PST) (4:00 p.m. EST).  The dial-in number is 800-967-
7134.  Participants may call in beginning at 12:45 p.m. (PST).

The call will be recorded and replayed beginning at 4:00 p.m.
Pacific Time on Jan. 22 through midnight on Feb. 2, 2004.  The
dial-in number for the replay is 888-203-1112 (reference
conference code 512111).  In addition, the call will be broadcast
from Ryland's Web site at http://www.ryland.comin the
"Investor Relations" section of the site.

With headquarters in Southern California, Ryland is one of the
nation's largest homebuilders and a leading mortgage-finance
company.  The Company currently operates in 28 markets across the
country and has built more than 210,000 homes and financed over
185,000 mortgages since its founding in 1967.

As reported in Troubled Company Reporter's November 4, 2003
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on The Ryland Group Inc. to 'BBB-' from 'BB+'. In
addition, ratings on $547 million of the company's senior
unsecured and senior subordinated notes were raised. The outlook
is now stable.

"The upgrade acknowledges a materially improved financial profile
that complements one of the most conservative operating strategies
in the homebuilding industry. This well-diversified homebuilder
has maintained a cautious organic growth strategy and disciplined
focus on affordably priced homes while improving margins,
generating strong returns, and reducing leverage levels," said
Standard & Poor's credit analyst James Fielding.


SEA CONTAINERS: Improved Earnings Prompt Fitch's Stable Outlook
---------------------------------------------------------------  
Standard & Poor's Ratings Services revised its outlook on Sea
Containers Ltd. to stable from negative, citing the company's
improving earnings and diminished near-term refinancing risk. At
the same time, Standard & Poor's ratings on Sea Containers,
including the 'BB-' corporate credit rating, were affirmed.

"In the first nine months of 2003, Sea Containers' earnings have
increased, due to improving profitability at its passenger rail
and marine cargo container leasing operations, as well as reduced
interest expense," said Standard & Poor's credit analyst Betsy
Snyder. "In addition, the company committed to sell $80 million of
its stake in Orient Express Hotels to redeem $80 million of debt
maturities in December 2004, after the redemption of $158 million
in July 2003, both of which have alleviated  major refinancing
risk," the analyst continued.

The ratings on Bermuda-based Sea Containers Ltd. reflect a
relatively weak financial profile and financial flexibility,
partially offset by fairly strong competitive positions in its
major businesses. Sea Containers is involved in passenger
transport operations and marine cargo container leasing. It also
has a 47% stake in Orient-Express Hotels Ltd. Passenger transport
is the largest operation, accounting for approximately 79% of
total revenues. This business includes passenger and vehicle ferry
services in the English Channel, the Irish Sea, and the Northern
Baltic Sea; and passenger rail service between London and
Scotland, GNER (Great North Eastern Railway). While Sea Containers
is one of the larger ferry participants on routes it serves, this
is a highly competitive business, with several participants. GNER
operates under a U.K. government franchise that expires in 2005.
Marine cargo container leasing primarily includes Sea Containers'
share of its joint venture with General Electric Capital Corp.,
GESeaCo SRL, one of the largest marine cargo container lessors in
the world. Leisure investments include the company's 47% stake in
OEH, which owns and/or manages deluxe hotels, tourist trains,
river cruise ships, and restaurants located around the world. Sea
Containers had previously owned 100%, but has been selling its
stake over the past few years, using proceeds to reduce debt. Sea
Containers also owns a variety of smaller businesses.

Earnings from several of Sea Containers businesses have begun to
improve, which has aided its credit ratios. The company was
successful in redeeming $158 million of debt securities that
matured on July 1, 2003. Although the company has another $80
million of debt securities maturing in December 2004, it has
committed to use proceeds from the sale of a portion of its Orient
Express stake, if necessary, to redeem this debt. As a result,
concerns regarding refinancing risk have been alleviated.


SEMCO ENERGY: Commences 7.75% Senior Unsecured Notes Offering
-------------------------------------------------------------
SEMCO ENERGY, Inc. (NYSE: SEN) announced that it privately placed
$50 million in aggregate principal amount of its 7.75% senior
unsecured notes due 2013 for 104.25% of their principal amount.  

The notes will be offered to certain institutional investors in an
offering exempt from the registration requirements of the
Securities Act of 1933, as amended.  The notes are of the same
class as SEMCO's outstanding 7.75% notes issued in May of this
year.

The offering is being done concurrently with the amendment of
SEMCO's existing bank credit facility and SEMCO intends to use the
proceeds of the offering to repay indebtedness under its bank
credit facility.  The amendment to the bank credit facility
reduces the aggregate commitment by $30 million to $125 million
and modifies the debt-to-capitalization ratio covenant to 72% or
less through March 31, 2004, as long as the sale of Alaska
Pipeline Company has not been consummated.

The notes to be offered have not been registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.  

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

SK GLOBAL: Wants Lease Decision Time Extended Until March 22
------------------------------------------------------------
SK Global America, Inc. is currently a party to four unexpired
leases of nonresidential real property that have neither been
assumed nor rejected.  Pursuant to Section 365(d)(4) of the
Bankruptcy Code, the Debtor asks the Court to further extend the
time within which it may assume or reject the Leases, to
March 22, 2004.  

Scott E. Ratner, Esq., at Togut, Segal & Segal LLP, in New York,
explains that this request is without prejudice to the rights of
each of the lessors to seek, for cause shown, an earlier date
upon which the Debtor must assume or reject a specific Lease.

Mr. Ratner recounts that during the first four and one-half
months of SK Global's case, the Debtor expended significant time
and resources on issues relating to its orderly transition to
operating in a Chapter 11 context, and has made significant
strides toward establishing the pre-conditions for a confirmable
plan.  This includes:

   (a) completing and filing its schedules of assets and
       liabilities and statement of financial affairs;

   (b) obtaining a bar date for the filing of proofs of claim;

   (c) responding to requests for information from Parent, SK
       Networks Co. Ltd., formerly known as SK Global Co. Ltd,
       and others, in connection with the recent consummation of
       the Foreign Exchange and the Korean Exchange;

   (d) negotiating with Cho Hung Bank and Korea Exchange Bank
       representatives regarding the impact of the Chapter 11
       case and the global restructuring on their respective
       security interests and claims; and

   (e) negotiating with Bank One regarding the release of more
       than $70,000,000, frozen by the bank pursuant to a
       prepetition restraining order.

By Court Order dated November 5, 2003, the Debtor's exclusive
periods to file a plan and solicit acceptances to the plan were
likewise extended to March 18, 2004, and May 18, 2004.

Given the multitude of other pressing matters it has been
required to address, Mr. Ratner asserts that the Debtor requires
additional time to analyze the Leases to avoid what would be
either a premature assumption or rejection.  If the Debtor were
to assume the Leases prematurely, the Debtor, its estate, as well
as its creditors would incur unnecessary administrative costs for
the Leases, which ultimately may not be important to the Debtor's
estate.  In addition, any post-assumption breach by the Debtor
under an assumed Lease would give rise to an administrative
expense claim.

"It is not yet possible for the Debtor to make a reasoned
decision as to the assumption or rejection of the Leases," Mr.
Ratner contends.  The Debtor does not want to inadvertently
forfeit any Lease as a result of the "deemed rejected" provision
of Section 365(d)(4) of the Bankruptcy Code.

Mr. Ratner assures the Court that the 90-day extension will not
prejudice the Lessors because:

   (a) the Debtor is current on its postpetition rent obligations
       under the Leases;

   (b) the Debtor has the financial wherewithal and intent to
       continue to perform, timely, all of its postpetition
       obligations under the Leases; and

   (c) in all instances, individual Lessors may ask, for cause
       shown, that the Court fix an earlier date by which the
       Debtor must assume or reject a Lease. (SK Global Bankruptcy
       News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
       215/945-7000)


SL INDUSTRIES: Will Buy-Back Up to 10% of Outstanding Shares
------------------------------------------------------------
SL INDUSTRIES, INC. (AMEX and PHLX:SLI) announced that its Board
of Directors has authorized the repurchase of up to 10% of the
outstanding shares of the common stock of the Company, or
approximately 550,000 shares. Any repurchases would be made if and
when management considers appropriate and in the open market or in
negotiated transactions.

SL Industries, Inc. designs, manufactures and markets Power and
Data Quality (PDQ) equipment and systems for industrial, medical,
aerospace, telecommunications and consumer applications. For more
information about SL Industries, Inc. and its products, please
visit the Company's Web site at http://www.slindustries.com/   

                         *   *   *

In the Company's 2002 Annual Report filed on SEC Form 10-K,
Grant Thornton LLP, the Company's independent auditors, issued
this statement:

"We have audited the [Company's] consolidated balance sheet of SL
Industries, Inc. and its subsidiaries as of December 31, 2002, and
the related consolidated statements of operations, comperhensive
income (loss), shareholders' equity, andcash  flows  for  the year
then ended.  These financial statements  are the responsibility of
the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on our  audit.
The  financial statements of SL Industries,  Inc. and its
subsidiaries as of and for the years ended December 31, 2001 and
2000, were audited by other auditors who have ceased operations
and who's  report  dated  March 15,  2002  included an explanatory
paragraph that described certain  uncertainties regarding the
Company's ability to continue as a going concern."


SLATER STEEL: Extends DIP Financing Facility Until December 19
--------------------------------------------------------------
Slater Steel Inc., has entered into an agreement with its lenders
to amend its debtor-in-possession financing facility.

The DIP agreement, in accordance with its terms, would otherwise
have terminated on December 12, 2003. The amendment provides for
the extension of the facility to December 19, 2003 or such later
date as agreed to by the Company and the DIP lenders. The Company
is currently in discussions with the DIP lenders for a further
extension of the DIP facility.

The DIP amendment is subject to U.S. court approval.

Slater Steel is a mini mill producer of specialty steel products.
The Company's mini mills are located in Fort Wayne, Indiana,
Lemont, Illinois, Hamilton and Welland, Ontario and Sorel-Tracy,
Quebec. The Fort Wayne, Indiana and Welland, Ontario facilities
are in the process of being temporarily idled. The Lemont,
Illinois facility is in the process of being sold.


SPECIAL METALS: Appoints Dennis L. Wanlass as New Co. President
---------------------------------------------------------------
Special Metals Corporation (SMCXQ.PK) announced that Dennis L.
Wanlass, formerly Vice President, Chief Financial Officer, Chief
Operating Officer and Chief Restructuring Officer, has been
appointed President, effective November 26, 2003.

He replaces Dr. T. Grant John, who retired from Special Metals
Corporation after serving as the Company's President from
September 2000 through the Company's consummation of its Plan of
Reorganization and emergence from bankruptcy on November 26, 2003.

Mr. Wanlass has 33 years of significant experience in finance,
public accounting and industrial manufacturing. Prior to his
employment with Special Metals, Mr. Wanlass served as Vice
President, Chief Financial Officer and Treasurer for Geneva Steel
Holdings Company. In addition, he has served in various financial
and management positions with a multinational oil services
equipment manufacturer and an international accounting and
auditing firm. He holds a B.S. in Accounting from the University
of Utah and is a certified public accountant.

Robert F. Dropkin has been appointed to the newly-created position
of Vice President, Secretary and Chief Legal and Human Resources
Officer. Mr. Dropkin has served as Vice President and Chief Legal
Counsel of the Company since 1985 and its Secretary since 1987. He
joined the Company in 1984. Prior to that, he held various legal
positions with Cabot Corporation, a global specialty chemicals and
materials company, and Allegheny Ludlum Industries, a specialty
steel company, and has over 35 years of metals-related experience.
Mr. Dropkin holds a Metallurgical Engineering degree and a Juris
Doctor degree from George Washington University.

Separately, Special Metals announces the appointment of six new
members to its seven-member Board. The Board of Directors of
reorganized Special Metals Corporation is now comprised of the
following members:

1. Leo G. Thompson, Chairman of the Board. Mr. Thompson, the
   former President and Chief Executive Officer of Lindberg
   Corporation, has served as Chairman of Special Metals' Board of
   Directors since February 2002. He will continue in that
   position.

2. Howard Brod Brownstein, Principal, NachmanHaysBrownstein, Inc.

3. Jacques Busquet, Executive Vice President, Credit Lyonnais.

4. Alan Sidrane, Senior Vice President, Credit Lyonnais.

5. John-Charles van Essche, Vice President, Credit Lyonnais.

6. Scott J. Davido, Chairman of the Board, General Counsel and
   Secretary, NRG Energy, Inc.

7. Michael D. Locker, Founder and President, Locker Associates,
   Inc.

Special Metals is the world's largest and most-diversified
producer of high-performance nickel-based alloys. Its specialty
metals are used in some of the world's most technically demanding
industries and applications, including: aerospace, power
generation, chemical processing, and oil exploration. Through its
10 U.S. and European production facilities and a global
distribution network, Special Metals supplies over 5,000 customers
and every major world market for high-performance nickel-based
alloys.


SUPERIOR GALLERIES: Taps Singer Lewak as New Public Accountants
---------------------------------------------------------------
On November 18, 2003, Superior Galleries, Inc. and subsidiaries
notified Haskell & White LLP, the independent accounting firm that
was engaged as Superior's principal accountant to audit Superior's
financial statements, that it intended to engage new certifying
accountants, in effect terminating Superior's relationship with
H&W.

Haskell & White's audit reports dated September 5, 2003 and
December 12, 2002 on the consolidated financial statements of
Superior as of and for the years ended June 30, 2003 and 2002,
respectively, each contained a separate paragraph stating as
follows:

        "The accompanying consolidated financial statements have
        been prepared assuming that the Company will continue as a
        going concern...[T]he Company has suffered recurring
        losses from operations, negative cash flows from
        operations, is in default on a significant debt
        obligation, and has limited working capital that raise
        substantial doubt about its ability to continue as a going
        concern. The consolidated financial statements do not
        include any adjustments that might result from the outcome
        of this uncertainty."

Superior's decision to change accountants was approved by
Superior's Audit Committee and Board of Directors.

On November 18, 2003 Superior engaged Singer Lewak Greenbaum and
Goldstein, LLP as its new certified public accountants.


TEXAS COMMERCIAL: Emerges from Chapter 11 Workout Proceedings
-------------------------------------------------------------
Texas Commercial Energy has emerged from bankruptcy after the
approval of its reorganization plan by all parties. TCE filed for
Chapter 11 bankruptcy protection on March 6, 2003, to protect its
customers and gain the time needed to prove that anti-trust
behavior and market manipulation significantly contributed to its
problems.

According to President Mike Shirley, TCE's new operating plan
strengthens the company's financial infrastructure, allows the
resumption of growth and enables purchasing of power under varying
marketplace conditions.

"TCE's ability to quickly fight our way back from bankruptcy is a
clear demonstration of the loyalty of our customers and business
colleagues, the determination of our employees and viability of
our approach to the electricity business," said Shirley. He added
that TCE is now stronger than ever, having used the reorganization
process to reinforce its management team and expand its
capitalization.

Shirley noted, "TCE's successful reorganization is also good for
the transitioning Texas energy marketplace because it has proven
that delivering superior customer service is a sound and valued
business model. By retaining over 90 per cent of our customers and
even re-signing some customers who taken away from us, we have
been able to sustain our business through the tough work of
reorganization."

One of the key components of the reorganization plan specifically
addresses the Electric Reliability Council of Texas (ERCOT),
stipulating that TCE's $15 million debt to ERCOT be amortized over
seven years. According to the terms, TCE will pay ERCOT the first
$5.6 million while the remaining balance will be placed in escrow
awaiting the outcome of pending litigation. This agreement
replaces an earlier TCE/ERCOT payment agreement. Since it filed
for Chapter 11, TCE has repaid over $17 million to ERCOT.

The reorganization provides all other creditors -- including
Transmission and Distribution Service Providers (TDSPs), vendors
and customers -- with a 100 percent payback for negotiated debt.
Approximately 75 percent of the debt will be retired through an
interest bearing, six-year note and the remaining through profit
sharing.

These creditor agreements, coupled with a previously announced $25
million financial and credit facility, constitute the major
components of TCE's reorganization plan and enable TCE to continue
its business growth.

"All parties win with TCE's plan because creditors get 100% of
their money back while the company retains its capital and equity
as well as the ability to be a strong competitor," Shirley
explained.

Shirley added, "TCE is very appreciative of our employees, our
customers and the many people across Texas who have worked
tirelessly to help us get back to business and out from under
bankruptcy."

Texas Commercial Energy offers award-winning customer service and
competitively-priced electricity customers throughout Texas as a
leading Retail Electric Provider. TCE was launched in January 2002
in response to deregulation of Texas energy markets. TCE
successfully completed the reorganization of its business in
December 2003 and has resumed its business expansion. An anti-
trust lawsuit filed by TCE in July 2003 continues to move forward.
In the lawsuit, TCE accuses a number of energy companies of
illegally manipulating Texas' electricity market and fraudulently
inflating prices.


THAXTON GROUP: Morris Nichols Serving as Bankruptcy Attorneys
-------------------------------------------------------------
The Thaxton Group, Inc., and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the District
of Delaware to retain and employ Morris, Nichols, Arsht & Tunnel
as Bankruptcy Counsel, nunc pro tunc to October 17, 2003.

In this retention, Morris Nichols will:

     a. perform all necessary services as the Debtors' counsel,
        including, without limitation, providing the Debtors
        with advice, representing the Debtors, and preparing all
        necessary documents on behalf of the Debtors in the
        areas of debtor in possession financing, corporate law,
        real estate, employee benefits, business and commercial
        litigation, tax, debt restructuring, bankruptcy and
        asset dispositions;

     b. take all necessary actions to protect and preserve the
        Debtors' estates during these chapter 11 cases,
        including the prosecution of actions by the Debtors, the
        defense of any actions commenced against the Debtors,
        negotiations concerning all litigation in which the
        Debtors are involved and objecting to claims filed
        against the estates;

     c. prepare or coordinate preparation on behalf of the
        Debtors, as debtors in possession, all necessary
        motions, applications, answers, orders, reports and           
        papers in connection with the administration of these
        chapter 11 cases;

     d. counsel the Debtors with regard to their rights and
        obligations as debtors in possession; and perform all
        other necessary legal services.

Robert J. Dehney, Esq., a partner in Morris Nichols reports that
his firm's current hourly rates are:

          Partners                 $360 to $525 per hour
          Associates               $220 to $330 per hour
          Paraprofessionals        $155 per hour
          Case Clerks              $80 per hour

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.


TIMKEN COMPANY: Will Receive Payment Under U.S. Trade Law
---------------------------------------------------------
The Timken Company has been notified by the U.S. Government that
it will be receiving payments under the U.S. Continued Dumping and
Subsidy Offset Act.  The payments include $70 million related to
the original Timken tapered roller, ball and cylindrical bearing
businesses.  Timken continues to await notification on amounts
that would be received as a result of the company's February 2003
acquisition of The Torrington Company.

The CDSOA provides for distribution of monies collected by U.S.
Customs from antidumping cases to qualifying domestic producers
where the domestic producers have continued to invest in their
technology, equipment and people. It is the third year the company
has received a payment under CDSOA.

"Economic and national security in the U.S. depend on preserving a
strong industrial base -- and we're pleased that Congress and the
administration continue to make this a priority.  CDSOA is
important because it helps assure continued investment in
research, training and equipment by U.S. industrial companies,
thus contributing to the health of our nation," said James W.
Griffith, president and chief executive officer of The Timken
Company.

A leading manufacturer of highly engineered bearings, Timken
qualified for a distribution of monies based upon the company's
consistent U.S. investments in production technology to remain
competitive globally. In the past five years, Timken has spent
$257 million on research and development to support bearing and
steel programs and improve manufacturing processes.

Timken will use the proceeds of the CDSOA payment to continue
reducing debt levels. This follows other debt reduction actions by
the company in the last few months.   The company reduced debt by
$78 million in the third quarter, and it also used $55 million in
proceeds from a share offering in October to further reduce debt.

The Timken Company (Moody's, Ba1 Senior Unsecured Debt, Senior
Implied and Senior Unsecured Issuer Ratings) --
http://www.timken.com/ -- is a leading international manufacturer  
of highly engineered bearings, alloy and specialty steels and
components, and a provider of related products and services.  
Following its February 2003 acquisition of The Torrington Company,
Timken employed 28,000 people worldwide with operations in 29
countries.  In 2002, the combined companies had sales of
approximately $3.8 billion.


TOUCH AMERICA: Today's the Deadline for Filing Proofs of Claim
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware fixes today
as the deadline for the filing proofs of claims by creditors owed
money by:

        Touch America Holdings, Inc.
        Touch America, Inc.
        Entech, Inc.
        Touch America Purchasing Company
        Touch America Intangible Holding Company
        Sierra Touch America LLC
        American Fiber Touch, LLC

Proof of claim forms must be received by the Debtors' Claims
agent, Bankruptcy Management Corporation, today.

Six categories of claims are exempted from this bar date:

        1. claims listed in the schedules and not labeled as
           disputed, contingent or unliquidated;

        2. claims already properly filed with the clerk of the
           bankruptcy court;

        3. administrative claims as defined in Sec. 503(b) of the
           Bankruptcy Court;

        4. intercompany claims;

        5. claims previously allowed by Order of the Court; and

        6. claims arising from the rejection of executory
           contracts or unexpired leases.

Touch America Holdings, Inc., headquartered in Butte, Montana,
filed for chapter 11 protection on June 19, 2003 (Bankr. Del. Case
No. 03-11915).  Touch America, through its principal operating
subsidiary, Touch America, Inc., develops, owns, and operates data
transport and Internet services to commercial customers. Maureen
D. Luke, Esq., and Robert S. Brady, Esq., at Young Conaway
Stargatt & Taylor, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $631,408,000 in total assets and
$554,200,000 in total debts.  


TRI-UNION DEVELOPMENT: Committee Taps Ware Snow as Attorneys
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Tri-
Union Development Corporation's chapter 11 cases wants to engage
the firm of Ware, Snow, Fogel & Jackson, LLP as counsel.

The Committee tells the Court that it needs Ware Snow's services
to:

     a) give the Committee legal advice with respect to its
        powers and duties under the Bankruptcy Code in
        connection with this case;

     b) prepare on behalf of the Committee all necessary
        applications, answers, claims, proceedings, orders,
        reports, and other legal instruments necessary to
        represent the interests of the unsecured creditors of
        the Debtors;

     c) initiate and prosecute any litigation to which the
        Committee may be a party;

     d) assist the Committee in its investigation of the acts,
        conduct, assets, liabilities, and financial condition of
        the Debtors, the operation of the Debtor's business, and
        the desirability of the continuation of such business,
        and any other matter relevant to the case or to the
        formulation of a plan of reorganization.

     e) assist the Committee in requesting the appointment of a
        trustee or examiner should such action become necessary;

     f) negotiate with the secured creditors and the Debtors on
        behalf of the Committee;

     g) review all claims and documentation of collateral or
        security held against the Debtor or its assets;

     h) institute objections to proofs of claim asserted against
        the Debtors' estate, and to prosecute all contested
        objections to proofs of claim asserted against the
        estate;

     i) analyze, institute and prosecute actions regarding      
        recovery of property of the Debtors' estate; and

     j) perform such other legal services as maybe required and
        in the interest of the unsecured creditors of the
        Debtors' estate, including preparation of a plan of
        reorganization and disclosure statement.

The firm will bill the Debtors' estates at its current hourly
rates of:

          Partners  $275 - $375 per hour
          Associates       $150 - $275 per hour
          Paralegals  $65 - $100 per hour

Phil F. Snow, Esq., with 24+ years of experience, will lead the
team in this engagement.

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


US AIRWAYS: Reduces Canadian Aircraft Finance Claim to $6.5 Mil.
----------------------------------------------------------------
On November 4, 2002, Canadian Regional Aircraft Finance
Transaction No. 1 Limited filed Claim No. 2160 for $42,577,421,
asserting claims against nine aircraft bearing Registration Tail
Nos. N965HA, N966HA, N968HA, N969HA, N983HA, N985HA, N996HA,
N997HA and N998HA.  The Reorganized US Airways Debtors object to
the Claim.

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


U.S. LIQUIDS: Begins Trading on the Over the Counter Pink Sheets
----------------------------------------------------------------
U S Liquids Inc. (OTC Pink Sheets: USLQ) announced that its common
stock began trading on the Over The Counter "Pink Sheets"
effective December 11, 2003.  

The Company's new stock symbol is USLQ.  As previously announced,
the American Stock Exchange notified the Company that it was
filing an application with the Securities and Exchange Commission
to delist and deregister the Company's common stock from the Amex.

                         *    *    *

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.


WORLD WIRELESS: Seeking New Financing to Meet Liquidity Needs
-------------------------------------------------------------
World Wireless Communications, Inc. (OTC: XWC), a developer of
wireless and internet based telemetry systems, today announced
several developments.

The American Stock Exchange delisted the Company's common stock
for trading on such exchange on November 14, 2003.  Thereafter,
the shares of the Company's common stock began trading among
certain market makers in the over-the-counter market through the
pink sheets, which occurred without the involvement of the
Company.  The Company understands that there are two market
makers making a market in the shares of the Company's common
stock.  This information can be obtained through various brokerage
firms.

The Company has continued to seek financing to help its short term
business needs, but it has not yet been able to obtain its sought-
for financing, and the results of such continuing efforts are not
assured.  As a result, the Company has been unable at present to
consummate the previously recorded conditional restructuring
agreement of the Company's two senior secured creditors.  The
Company's efforts to raise financing since February 6, 2003 have
only generated approximately $47,500 in financing proceeds.

As previously reported, the Company curtailed its business
operations to focus on the sale of industrial radios and antennas
and over the last six months principally sold antennas.  The
Company laid off all but one employee in the Greenwood Village,
Colorado office.  The Company's office in the Gonic, New Hampshire
is operating in its normal capacity and is engaged in the current
manufacture and sale of antennas of approximately gross revenues
of $25,000 per month.  Although the Company has been evicted from
its offices in Greenwood Village, Colorado, the Company has
continued to have access to such facility under an arrangement
between the Company's secured creditors and the landlord.  As a
result, the Company's representatives have had access to enable
the Company to arrange for the sale of radios to its customers in
prior periods and to enable the Company currently to facilitate
its administrative activities.  Thus, with the exception of the
manufacture and sale of antennas, the Company is not conducting
any business operations since it does not have sufficient funds to
do so.  If the Company is able to secure an interim financing of a
minor amount on terms which are acceptable to the Company, such
amount may not be sufficient to enable the Company to recommence
its full scale activities.

The Company has been delinquent in its filings with the Securities
and Exchange Commission.  The Company filed its Form 10-K on
May 6, 2002 and the filing thereof was incomplete pending
engagement, review and audit by the Company's independent
accountants.  The Company further failed to file its Form 10-Q for
the quarters ended March 31, 2003, June 30, 2003 and September 30,
2003.  The Company has lacked the funding necessary to complete
such annual and quarterly financial statements.

If and when the Company obtains financing in an amount necessary
to prosecute its full business activities, it then intends to
resume such activities, including its sale of radio and X-traWeb
products.  However, the Company's ability to continue as a going
concern is not assured unless the contemplated additional
financing is obtained (whether for debt, stock or a combination
thereof) or alternate capital sources are found, although there
can be no assurance of such results.  Thus, the Company may be
required to cease its activities, liquidate or pursue alternative
routes.

Greenwood Village-based World Wireless Communications, Inc. was
founded in 1995 and is a developer of wireless and internet
systems, technology and products.  World Wireless focuses on
spectrum radios in the 900MHz band and has developed the X-
traWeb(TM) system -- an Internet based product designed for remote
monitoring and control devices.  X-traWeb's many applications
included utility meters, security systems, vending machines, asset
management, and quick service restaurants.

World Wireless' December 31, 2002 balance sheet shows a working
capital deficit of about $9 million, and a total shareholders'
equity deficit of close to $9 million.


* 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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***