TCR_Public/030718.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, July 18, 2003, Vol. 7, No. 141

                           Headlines

ADVANCED GAMING TECH.: Consummates Merger Deal with MediaWorx
AES CORP: Fitch Affirms Ratings and Revises Outlook to Stable
AFC ENTERPRISES: S&P Places BB Credit Rating on Watch Negative
AGILENT TECHNOLOGIES: Appoints Robert Joss to Board of Directors
AIR CANADA: Seabury Soliciting CCAA Exit Financing Proposals

ALARIS MEDICAL: Preparing $175MM 14% Senior Sub. Debt Offering
AMERICAN CLASSIC: Panel OKs Effective Date Extension to Aug. 19
AMR CORP: Loss Narrows to $4 Million a Day in Second Quarter
ANC RENTAL: Court Clears Proposed Asset Sale Bidding Procedures
ARVINMERITOR INC: Names William R. Newlin to Board of Directors

ASSET SECURITIZATION: Fitch Drops 3 Junk Note Class Ratings to D
AVAYA INC: Appoints Todd Meister VP for Global Channel Strategy
BETA BRANDS: Considering Voluntary Dissolution and Liquidation
BMC INDUSTRIES: Receives Additional 60-Day Bank Waiver Extension
CALL-NET: AlternaCall Unit Closes Mosaic Performance Acquisition

CALPINE: Inks Settlement Pact, Terminating Contracts with Enron
CALPINE CORP: Arranges New $500 Million Working Capital Facility
CALPINE CORP: Completes $3.3BB Term-Loan & Senior Debt Offering
CHAMPION ENTERPRISES: Second-Quarter Results Enter Positive Zone
CHARTER COMMS: Taking Actions to Resolve Issues re Bresnan Deal

COEUR D'ALENE: Will Publish Second Quarter Results on Thursday
CONSECO INC: Files Fourth Amended Plan of Reorganization
CONTINENTAL AIRLINES: Joins Sabre Network's DCA 3-Year Option
CORRPRO COMPANIES: Sells Asian Operations in Private Transaction
CREDIT SUISSE: Fitch Affirms Ratings on Class F, H & I at BB/CCC

CROSS MEDIA: Fails to Comply with Nasdaq Listing Requirements
CYTO PULSE: Signs-Up Tydings & Rosenberg as Bankruptcy Attorneys
DVI INC: Defaults on 9-7/8% Senior Notes Due 2004
ELAN CORP: Fails to Meet SEC Form 20-F Filing Deadline
ENCOMPASS SERVICES: Court Approves Stipulation with Microsoft

ENRON: Fitch Maintains Ratings Following Bankruptcy Plan Filing
ENRON CORP: Gas Liquids Units Settles Claims Dispute with EOTT
GLOBAL CROSSING: Committee Hires Greenberg as Special Counsel
GRUPO IUSACELL: Default Waiver Extended to August 14, 2003
GRUPO IUSACELL: Appoints Jose Luis Riera as CFO

HEADWAY CORP: Gets Nod to Employ Ordinary Course Professionals
HUGHES ELECTRONIC: 2nd Quarter Results Show Marked Improvement
HUGHES: Agrees to 2000 Asset Sale Purchase Price Adjustment
INDIANAPOLIS POWER: Fitch Ups Low-B Senior Unsecured Debt Rating
INTEGRATED HEALTH: Wants Lease Decision Time Extended to Sept 30

JACUZZI BRANDS: Fitch Assigns 3 Low-B Facility & Debt Ratings
JP MORGAN: Fitch Takes Rating Actions on Series 1999-C8 Notes
KMART CORP: Takes Action to Challenge 4 Property Tax Claims
KOLATH HOTELS: Case Summary & 20 Largest Unsecured Creditors
LAIDLAW INC: Wants to Pay $8.5 Million Fee to Cooper Corporation

LEAP WIRELESS: Wants Nod for Utility Security Deposit Requests
LENTEK INT'L: Case Summary & 20 Largest Unsecured Creditors
LODGENET: June 30, 2003 Net Capital Deficit Balloons to $121MM
LORAL SPACE: Commences Trading on Pink Sheets Under LRLSQ Symbol
LUCILLE FARMS: Fails to Obtain Waiver of Loan Covenant Default

MEGO FINANCIAL: Allan Bentley Appointed as Chapter 11 Trustee
MIDWEST AIRLINES: Restructuring Initiatives Save the Day
MIRANT CORP: Names Robert Dangremond Chief Restructuring Officer
MIRANT: Begins Trading Common Stock & Preferreds on Pink Sheets
MIRANT: Wants to Honor Up to $5.2MM of Critical Vendor Claims

MOSAIC GROUP: Canadian Court Further Extends CCAA Stay to Aug 15
NATIONAL EQUIPMENT: Looks to FTI Consulting for Financial Advice
NATIONAL STEEL: Reaches Settlement Pact on Retirees' Benefits
NATIONAL STEEL: Wants to Implement Liquidation Retention Program
NEXTEL COMMS: 2nd Quarter Fin'l Results Show Strong Performance

NORTHWEST AIRLINES: Joins Sabre Travel DCA Three-Year Option
NRG ENERGY: Earns Nod to Continue Existing Investment Practices
OWENS & MINOR: Reports Improved Second Quarter 2003 Performance
PAC-WEST TELECOMM: Will Publish 2nd Quarter Results on July 30
PACKAGED ICE: Receives Consents to Amend 9.75% Note Indenture

PG&E: USGen Gets Interim Nod to Continue Cash Management System
PRIME RETAIL: 2 Pref. Shareholders Balk at Proposed Allocation
QUANTUM CORP: Appoints CEO Rick Belluzzo as New Board Chairman
RECOTON CORP: Completes Sale of Audio Assets to Audiovox Corp.
REDBACK NETWORKS: Second Quarter Net Loss Narrows to $51 Million

REPRO MED: Taps Meyler to Replace Radin Glass as Ind. Auditors
RFP EXPRESS: Retains Hutchinson & Bloodgood as New Accountants
ROHN INDUSTRIES: PricewaterhouseCoopers Resigns as Accountants
ROSSBOROUGH-RENACOR: UST Appoints Official Creditors' Committee
SEALY CORP: June 1, 2003 Balance Sheet Upside-Down by $90 Mill.

SPIEGEL GROUP: Asks Court to Approve Key Employee Retention Plan
STERLING: Fitch Affirms Ratings After Acquisition Announcement
STEWART ENT.: Fitch Affirms Facilities & Debt Ratings at BB+/BB-
SUNLAND ENTERTAINMENT: Lewak Greenbaum Airs Going Concern Doubt
TRANSTECHNOLOGY: June 29 Net Capital Deficit Narrows to $5 Mill.

TRANSWITCH CORP: Reports $12 Million Net Loss for Second Quarter
UNITED AIRLINES: Fifth Third Gets Blessing to Make IAA Payments
UNITED DEFENSE: Fitch Affirms BB Rating on Sr. Credit Facilities
UPC POLSKA: Signs-Up BSI as Court Claims and Noticing Agent
VENTURE HOLDINGS: Wants Exclusivity Extended to September 24

WEIRTON STEEL: Committee Wins Nod to Hire Blank Rome as Counsel
WHEELING: Court Approves US EPA & Coast Guard Claim Settlement
WORLD WIRELESS: Court Freezes Assets of Major Shareholder Group
WORLDCOM INC: Pushing for Approval of Qwest Settlement Agreement

* Joseph S. Wu Joins Sheppard Mullin in San Diego as Partner

* BOOK REVIEW: Risk, Uncertainty and Profit

                           *********

ADVANCED GAMING TECH.: Consummates Merger Deal with MediaWorx
-------------------------------------------------------------
On July 1, 2003, Advanced Gaming Technology, Inc. effected the
Merger transaction described below.  As a result of the Merger,
Advanced Gaming Technology issued 4,250,000 shares of common stock
and 3,500,000 shares of Series A Preferred  Stock of the Company
in consideration for all of the acquired company.

Subsequent to the Merger, there were 5,274,305 shares of the
Company's common stock outstanding and 3,500,000 shares of its
preferred A stock, convertible into 5 common shares for each
convertible share and having full voting rights equal to their
converted number of shares.

Two entities control 5% or more of the outstanding shares of
Advanced Gaming Technology, Inc.:
                                                    Preferred
      Name                         Common Shares    Shares *
      ----                          -------------   ---------
      Diamond Capital, LLC             2,000,000    1,750,000
      Quest Capital Resources, LLC     2,000,000    1,750,000

      * Preferred Shares are convertible into 5 common shares for
        each convertible share and have full voting rights equal to
        their converted number of shares

                      The Merger Transaction

MediaWorx Acquisition Company, LLC, a Nevada limited liability
company and wholly owned subsidiary of Advanced Gaming Technology,
Inc., merged with and into Advanced Capital Services, L.L.C., a
Nevada limited liability company, with MWAC being the surviving
corporation and continuing its existence under the laws of the
State of Nevada.  Articles of Merger were filed with the State of
Nevada on July 1, 2003, being the Effective Date of the Merger.
The consideration paid to the members of ACLLC by Advanced Gaming
Technology for the Merger was 4,000,000 shares of Company common
stock and 3,500,000 shares of its Preferred Series A Stock.

                       Going Concern Uncertainty

As reported in Troubled Company Reporter's June 10, 2003 edition,
Advanced Gaming Technology, Inc. said its financial statements
have been prepared in conformity with accounting principles
generally accepted in the United States, which contemplates the
Company as a going concern.  However, the Company has sustained
substantial operating losses in recent years and has used
substantial amounts of working capital in its operations.
Realization of a major portion of the assets reflected on  the
Company's balance sheet is dependent upon continued operations of
the Company which, in turn, is  dependent upon the Company's
ability to meet its financing requirements and succeed in its
future operations. Management believes that actions presently
being taken to revise the Company's operating and financial
requirements provide them with the opportunity for the Company
to continue as a going concern. As the Company now has no
operations, it is evaluating the options available to it.

                          Cash Strain

The Company has a cash balance of $9,968.  The Company will
require additional capital to continue  operations.  There is no
assurance that capital will be available. Management is
considering all options including sale, merger, reverse merger
or dissolution of the Company.  Any such transaction could have
a significant negative impact on current shareholders.

Management has again elected to defer payment of salaries and
wages until some future time.


AES CORP: Fitch Affirms Ratings and Revises Outlook to Stable
-------------------------------------------------------------
Fitch Ratings has affirmed the existing ratings of The AES Corp.
as follows:

                              AES

         -- Senior secured bank debt 'BB';
         -- Senior secured notes collateralized by first
               priority lien 'BB';
         -- Senior unsecured debt 'B';
         -- Senior and junior subordinated debt 'B-';

                          AES Trust III

         -- Trust preferred convertibles 'CCC+'.

                          AES Trust VII

         -- Trust preferred convertibles 'CCC+'.

Fitch has also assigned a 'B+' rating to AES' recently raised $1.8
billion junior secured notes collateralized by a second priority
lien. The collateral package pledged to AES' secured debts
consists of all of the capital stock of AES' material domestic
subsidiaries and 65% of the capital stock of AES' foreign
subsidiaries. In addition, Fitch revised AES' Rating Outlook to
Stable from Negative.

The newly assigned 'B+' rating of AES' junior secured debt
reflects the strong residual asset coverage available for the
holders of these instruments, after considering the structurally
senior claims of AES subsidiaries' individual debts and higher
ranking claims of AES Corp's parent-level first priority senior
secured bank debt and senior secured notes. However, Fitch notes
that the benefit of the junior secured position is offset in part
by the right AES has retained to prepay other more junior classes
of debts before repaying the new junior secured debt. AES has the
option to pay down other higher coupon senior unsecured,
subordinated, or trust preferred convertible debts ahead of the
junior secured notes.

The rating affirmation of other debt classes reflects the
expectation that AES will complete the recently announced $1
billion senior secured bank credit facilities (New Secured Bank
Facilities) by the end of this month and use the proceeds to
redeem the outstandings under the existing senior secured bank
facilities (Old Secured Bank Facilities) closed in December 2002.
The proposed new secured bank facilities will contain similar
terms and conditions compared to those governing the Old Secured
Bank Facilities, including the cash sweep mechanism from asset
sales. As a result, Fitch expects to rate the New Secured Bank
Facilities 'BB'.

The revision of the Outlook to Stable from Negative reflects the
improvement in AES' financial position since Fitch's last review
of the company in February 2003. Over the past six months, AES has
executed $990 million of planned assets sales, issued $340 million
of equity and raised $1.8 billion of private placements, and it
has used proceeds from these sources to repurchase debt at a
discount and pay down bank and public market debt. As a result,
AES has reduced gross debt by over $400 million during the
financial year to June and expects this amount to grow to over $1
billion by the end of 2003. At the same time, AES has extended its
maturity schedule with no major maturities until December 2005 and
with the anticipated completion of the New Bank Credit Facility,
would extend this further to 2007-2008. Interest expense is also
expected to decrease meaningfully with lower interest rate debt
refinancing and debt reduction, a key factor given thin interest
coverage at the parent level.

Offsetting the improvements in liquidity and leverage above is
potential volatility in AES parent operating cash flow (POCF).
With gradual improvement of the economic situation in Latin
America, the company expects slight and moderate improvement in
South America and the Caribbean region, respectively, in the next
two years. Fitch's ratings anticipate only modest recovery in
these areas compared to current performance.

Overall, AES' credit metrics are expected to improve as the impact
of lower interest costs and a degree of deleveraging feed through,
although they are anticipated to remain consistent with the 'B'
category. Parent Debt to POCF ratio is projected to decline to the
6.0-7.0 times range with POCF to Interest ratio approaching 2.0x
in the next year. AES is also projected to have sufficient
liquidity that is consistent with its rating category.

The AES Corp., founded in 1981, is among the world's largest power
developers. It generates and distributes electricity and is also a
retail marketer of heat and electricity. AES owns or has an
interest in 182 plants, with more than 63,000 megawatts, in 31
countries and also distributes electricity in 11 countries through
21 distribution companies.


AFC ENTERPRISES: S&P Places BB Credit Rating on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit and senior secured bank loan ratings of AFC Enterprises
Inc., on CreditWatch with negative implications.

The rating action follows AFC's announcement that it would miss
the NASDAQ's July 16 deadline for filing its 2002 10-K annual
report. AFC is a quick-service restaurant operator.

"Standard & Poor's is concerned that a further delay by AFC in
filing its financial statements could result in a violation of its
debt agreements," said credit analyst Robert Lichtenstein.

The company will miss the deadline in part because its auditors
are expanding the scope of their inquiries into AFC's financial
statements related to quarter-end adjustments of reserve and
accrual accounts. AFC, which announced in March that it will
restate earnings for 2001 and the first three quarters of 2002,
has not reported earnings since the third quarter of 2002.


AGILENT TECHNOLOGIES: Appoints Robert Joss to Board of Directors
----------------------------------------------------------------
Agilent Technologies Inc. (NYSE:A) announced the appointment of
Robert L. Joss to its board of directors. Joss is the dean of the
Graduate School of Business at Stanford University, a position he
has held since 1999.

Prior to joining Stanford, Joss was chief executive officer and
managing director of Westpac Banking Corporation, Australia's
second largest bank. While at Westpac, Joss was instrumental in
refocusing the bank's strategy, modernizing and streamlining
operations, and restructuring its culture.

Joss spent much of his career with San Francisco-based Wells Fargo
Bank, where he held a succession of posts as senior vice
president, executive vice president and vice chairman, and was
responsible for a variety of areas that included strategy,
economics, international, private banking, investment management
and government relations.

Joss, 62, earned his MBA and Ph.D at Stanford University. He holds
a B.A. in economics from the University of Washington.

"Bob Joss brings to our board a strong background in international
and financial areas, as well as a wealth of executive experience,"
said Ned Barnholt, Agilent chairman, president and CEO. "I am
delighted to welcome Bob and look forward to working with him."

Current Agilent board members include Dr. David M. Lawrence,
independent lead director, and chairman emeritus, Kaiser
Foundation Hospitals; Heidi Kunz, former executive vice president
and chief financial officer, Gap Inc.; Robert Herbold, retired
executive vice president, Microsoft Corporation; A. Barry Rand,
chairman and CEO, Equitant; James Cullen, former president and
chief operating officer, Bell Atlantic; Koh Boon Hwee, chairman,
Singapore Airlines, and Walter B. Hewlett, independent software
developer.

Agilent Technologies Inc. (NYSE:A) (S&P, BB Corporate Credit and
Senior Note Ratings) is a global technology leader in
communications, electronics, life sciences and chemical analysis.
The company's 32,000 employees serve customers in more than 110
countries. Agilent had net revenue of $6 billion in fiscal year
2002. Information about Agilent is available on the Web at
http://www.agilent.com


AIR CANADA: Seabury Soliciting CCAA Exit Financing Proposals
------------------------------------------------------------
Air Canada has commenced the process of soliciting qualified
parties to act as equity plan sponsor in its plan of arrangement
to assist in funding its emergence from the Companies' Creditors
Arrangement Act and to provide the necessary liquidity to execute
its business plan.  Air Canada's financial advisor, Seabury
Securities LLC, New York, has initiated discussions with financial
institutions, investment companies and equity funds that have
expressed interest in being the plan sponsor in Air Canada's CCAA
plan of arrangement.

Citigroup Global Markets Inc., has been engaged to assist Air
Canada and Seabury with respect to an ancillary process involving
a minority investment in Air Canada's wholly-owned affiliate,
Aeroplan Limited Partnership, the premier loyalty program in
Canada.

The Company is targeting to raise approximately CDN$700 million of
new equity investment, which, together with approximately CDN$600
million of debt financing to be provided by General Electric
Capital Aviation Services, would provide the necessary exit
financing for Air Canada's emergence from CCAA targeted for late
this year.

"The restructuring progress to date is significant as we have now
successfully renegotiated contracts with our major labor groups,
reached an omnibus agreement with GECAS, our largest financier,
and made substantial headway in renegotiating other leases," said
Robert Milton, President and Chief Executive Officer. "We are now
ready to actively commence the capital restructuring, namely the
renegotiation of the company's unsecured debt and the raising of
equity capital to provide a stable financial base for the airline
once it emerges from CCAA."

Qualifying financial institutions, investment companies and equity
funds that have expressed interest to date will receive
information packages and meet with management over the coming
weeks. Other qualified parties interested in participating in the
equity solicitation process may apply to do so by contacting a
representative of Ernst & Young Inc., the Court Appointed Monitor
under Air Canada's CCAA proceedings.

Air Canada expects to file a Plan of Arrangement in the fall.


ALARIS MEDICAL: Preparing $175MM 14% Senior Sub. Debt Offering
--------------------------------------------------------------
ALARIS Medical, Inc., a corporation organized and existing under
the laws of Delaware, proposes, subject to terms and conditions,
to issue and sell to several underwriters an aggregate of
$175,000,000 principal amount of the Company's 14% Senior
Subordinated Notes due 2011. The Notes will be issued pursuant to
the indenture dated June 30, as supplemented by the first
supplemental indenture, dated as of the Closing Date, between the
Company and The Bank of New York, as trustee.

Bear, Stearns & Co. Inc., Citigroup Global Markets Inc., UBS
Securities LLC, CIBC World Markets Corp. and Jefferies & Company,
Inc. are acting as co-managers in connection with the offering and
sale of the Notes.

ALARIS Medical Systems Inc. -- whose March 31, 2003 balance sheet
shows a total shareholders' equity deficit of about $27 million --
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


AMERICAN CLASSIC: Panel OKs Effective Date Extension to Aug. 19
---------------------------------------------------------------
American Classic Voyages Co., and its debtor-affiliates, through
the Court-appointed Plan Administrator, Paul Gunther, and the
Official Committee of Unsecured Creditors in ACVC's cases,
stipulate and agree to extend the Effective Date of the Confirmed
Second Amended Chapter 11 Liquidating Plan.  The Parties agree to
extend the Plan's Effective Date to August 19, 2003.

The Plan provides that it will not become effective unless the
Parties execute all documents, instruments and agreements
necessary to implement it.

In this particular case, all requests for payment of claims by
consumer customers for deposits were not returned or reimbursed by
the Debtors.  Prior to setting a Customer Deposit Claims Bar Date,
the Debtors need to file with the Bankruptcy Court amended
schedules which, to the best of the Debtors' knowledge, list only
those Customers who did not receive reimbursement from a credit
card provided, a travel agent, a travel insurer or any other
entity.

To this end, the Plan Administrator and his staff are in the
process of completing their review of the backup documentation and
records of various credit card providers, travel agents and travel
insurers to determine which Customers received reimbursement from
these sources.

Absent the extension, the non-occurrence of the Effective Date
will result in the termination of the Confirmed Plan.

American Classic Voyages Co., the world's largest U.S.-flag cruise
company and markets four distinct products that cruise Hawaii,
along the coast of North and Central America and on America's
inland waterways, filed for chapter 11 protection on October 19,
2001 (Bankr. Del. Case No. 01-10954).  Francis A. Monaco Jr.,
Esq., at Walsh, Monzack & Monaco, P.A., and Jeremy W. Ryan, Esq.
at Saul Ewing LLP, represent the Debtors in their restructuring
efforts.


AMR CORP: Loss Narrows to $4 Million a Day in Second Quarter
------------------------------------------------------------
AMR Corporation (NYSE: AMR) continues making progress in its march
to profitability, including reporting improved financial results.

For the quarter, AMR reported a net loss of $75 million.  Included
in this amount are a handful of special items, including a $358
million cash payment from the Transportation Security
Administration under the 2003 Emergency Wartime Supplemental
Appropriation Act.  Excluding special items, AMR reported a net
loss of $357 million, or $3.9 million a day.  While still a loss,
these results represent a sizeable improvement over the second
quarter of last year and are dramatically better than the $1.04
billion net loss AMR recorded in this year's first quarter.

AMR made significant progress over the course of the second
quarter. April was a difficult month for the company, with
lackluster demand due to the war in Iraq and the outbreak of SARS.
In May, however, AMR reported positive operating cash flow driven
by year-over-year improvements in unit revenue and the
implementation of its new labor agreements.  These trends
continued in June, and AMR achieved a modest profit for the month.

"Clearly, the tremendous strides we've been able to achieve have
been the result of the unprecedented labor and nonlabor agreements
we reached in May," said Gerard Arpey, AMR's president and CEO.
"The sacrifice of our employee groups is evident in the
dramatically improved performance we've seen over the past months.
But, while we're encouraged, we must keep in mind that we're
operating in peak summer season right now, and the winter months
will be more challenging. We have a lot of work to do before we're
able to achieve sustained profitability at acceptable levels."

The company's cash position also improved during the quarter, with
a total cash and short-term investments balance on June 30 of $2.4
billion (including $550 million in restricted cash and short-term
investments), an increase of $555 million compared to the
comparable balance at the end of the first quarter. Since June 30,
AMR has completed a $250 million aircraft financing, bringing the
total balance to $2.7 billion as of today.

As noted earlier, the company's second-quarter financial results
included several special items -- both gains and losses --
resulting mostly from the company's restructuring efforts. In
addition, in keeping with the provisions of SFAS 109, AMR's second
quarter 2003 results do not reflect a benefit for federal and
state income taxes.  Conversely, AMR's second quarter 2002 results
did reflect a tax benefit. To provide better comparability, after
adjusting for these items, the company recorded a loss of $357
million this quarter, or $2.26 per share, versus a loss of $720
million, or $4.64 per share, in the second quarter of last year.
Shares in AMR trade north of $11 per share at press time.

                   Turnaround Plan Gains Momentum

"We have set a firm course with our Turnaround Plan, and are
taking additional steps today to make American an even more
vibrant competitor," Arpey said. "When we launched the Turnaround
Plan in May, we said we were going to measure all of our future
decisions by its four primary objectives. We are doing just that.
And while some of these decisions are painful, they are also
absolutely critical to our future."

As previously announced, American's fleet, which already has 57
fewer airplanes in revenue service than a year ago, will shrink
another 57 airplanes by summer 2004. At that point, the airline's
fleet will be roughly the same size it was in mid-2000.

This projected fleet size prompted, in part, a review of
American's network and operational efficiency. After weeks of
careful study, American has decided to reduce the size of its St.
Louis hub.

"We are going to make it a smaller hub that will primarily cater
to the people who live, work, or do business there," Arpey said.
"Our other options were far less palatable, including the extreme
of simply making St. Louis a spoke city with service only to our
other hubs. Our current plan allows us to provide key services for
the local community while strengthening our hubs at Chicago and
Dallas/Fort Worth."

Arpey also acknowledged the support for the airline and genuine
concern for the community shown by government officials and local
business leaders during American's decision-making process,
particularly St. Louis Mayor Francis Slay, County Executive Buzz
Westfall and Missouri Governor Bob Holden.

Between American, American Eagle and the AmericanConnection
carriers, St. Louis will offer 207 flights a day to 68 cities
after the change, which is effective Nov. 1. American will
maintain its pilot and flight attendant bases there. More
information on American's new hub schedule in St. Louis can be
found in the fact sheet below.

The efficiency review also concluded that the airline had too much
domestic Reservations capacity, even though it had closed two
Reservations facilities earlier this year. Accordingly, the
airline will close its St. Louis Reservations office effective
Sept. 15.

Arpey said the decisions affecting St. Louis were "extremely
difficult but vital to American's future." And he said he "truly
regretted" the impact this would have on former TWA employees.

American will make available a variety of support services to
employees impacted by the closing of the St. Louis Reservations
office and to employees at American's St. Louis airport operation
who may be displaced by the schedule changes.

Additionally, the airline has been looking at how it schedules
maintenance work at its three major maintenance bases. That
portion of the study is ongoing. American expects to announce its
decision on this issue by the fall.

As reported in Troubled Company Reporter's June 24, 2003 edition,
Standard & Poor's Ratings Services raised its ratings of AMR Corp.
(B-/Negative/--) and subsidiary American Airlines Inc.,
(B-/Negative/--), including raising the corporate credit ratings
of each to 'B-' from 'CCC'.  The ratings were removed from
CreditWatch, where they were placed with developing implications
on March 28, 2003.  S&P says the outlook is negative.  AMR's
balance sheet shows that the carrier is insolvent with liabilities
exceeding assets by more than $100 million.


ANC RENTAL: Court Clears Proposed Asset Sale Bidding Procedures
---------------------------------------------------------------
The ANC Rental Debtors, in conjunction with Cerberus, developed
procedures designed to enhance the bidding process, not chill
other bids, maximize value and flush-out the highest and best bid
for substantially all of ANC's assets.

Bidders desiring to bid against Cerberus must:

     1. execute a confidentiality agreement customary for
        transactions of this type, in form and substance
        satisfactory to the Debtors and no more favorable to the
        Potential Bidder than that delivered by CAR Acquisition
        Company;

     2. provide the Debtors with:

        a. current audited financial statements of the Potential
           Bidder, or unaudited financial statements satisfactory
           in form and substance to the Debtors after consultation
           with the Secured Creditors and the Committee; or

        b. if the Potential Bidder is an entity formed for the
           purpose of acquiring the Acquired Assets of the Debtors,
           Financial Statements of the equity holder of the
           Potential Bidder who will either guarantee the
           obligations of the Potential Bidder or provide other
           form of financial disclosure or credit-quality support
           information or enhancement acceptable to the Debtors and
           their advisors; and

     3. deliver to the Debtors a preliminary, non-binding proposal
        regarding:

        a. the purchase price range;

        b. any assets expected to be excluded;

        c. the structure and financing of the transaction;

        d. any anticipated regulatory requirements;

        e. any conditions to closing it may wish to impose in
           addition to those set forth in the Agreement; and

        f. the nature and extent of additional due diligence it may
           wish to conduct.

Those Persons satisfying these initial requirements will qualify
as Potential Bidders.

If, after receipt of these items, the Debtors determine in their
business judgment that the Potential Bidder has the financial
capability to consummate the purchase of the Acquired Assets on
or before December 31, 2003, the Debtors will notify the Potential
Bidder in writing that it is a Qualified Bidder.

As soon as practicable, after notifying a Potential Bidder of its
Qualified Bidder status, the Debtors will provide to the Qualified
Bidder:

     1. access to the same confidential materials provided by the
        Debtors to CAR Acquisition Company containing general
        and financial information relevant to the Acquired Assets
        and  other information as the Qualified Bidder may
        reasonably ask; and

     2. a copy of the Agreement, marked to delete references to the
        Termination Fee which is payable only to CAR
        Acquisition Company.

The Debtors will only consider Qualified Bids from Qualified
Bidders.  To be a "Qualified Bid," the bid must, among other
things:

     1. be a "Bid", meaning one or more letters from one or more
        Persons whom the Board of Directors of the Debtors has
        determined in the exercise of its fiduciary duties, and
        after consultation with the Secured Creditors and the
        Committee, are financially able to consummate the purchase
        of the Acquired Assets stating that:

        a. the Qualified Bidder offers to purchase all or a portion
           of the Acquired Assets on the terms and conditions set
           forth in a copy of Definitive Sale Documentation, marked
           to show those amendments and modifications to the
           Definitive Sale Documentation, including, but not
           limited to, price and the time of closing, that the
           Qualified Bidder proposes;

        b. the Qualified Bidder is prepared to enter into and
           consummate the transaction not later than December 31,
           2003; and

        c. each  Qualified Bidder's offer is binding until the
           closing of a purchase of the Acquired Assets;

     2. be a proposal which the Debtors determine, in the good
        faith opinion of their Board or managers, as the case may
        be, and after consultation with the Debtors' independent
        financial advisor, the Secured Creditors and the Committee,
        is not materially more burdensome or conditional than the
        terms of the current form of the Agreement and has a value
        greater than or equal to the sum of:

        a. the value, as reasonably determined by the independent
           financial advisor of Debtors, of CAR Acquisition
           Company's offer; plus

        b. the amount of the Termination Fee;

        c. in the case of the initial Qualified Bid and in the case
           of any subsequent Qualified Bids, $1,000,000 over the
           preceding Qualified Bid;

     3. be substantially on the same or better terms and conditions
        as those set forth in the Definitive Sale Documentation;

     4. be accompanied by satisfactory evidence of a commitment for
        financing or other ability to perform;

     5. be accompanied by a deposit equal to or greater than the
        Termination Fee;

     6. be accompanied by other information reasonably requested
        by the Debtors; and

     7. be submitted on or before the Bid Deadline.

The Debtors will immediately distribute by facsimile transmission,
personal delivery or reliable overnight courier service in
accordance with the current form of the Agreement, a copy of each
Bid after receipt to counsel to CAR Acquisition Company, the
Secured Creditors and the Committee.

If the Debtors receive at least one Qualified Bid other than CAR
Acquisition Company, the Debtors will conduct an Auction of the
Acquired Assets.  The Debtors and CAR Acquisition Company propose
that the Auction take place at the offices of Fried, Frank,
Harris, Shriver & Jacobson, One New York Plaza, New York, New York
on a date that is two Business Days prior to the date scheduled by
the Bankruptcy Court for the Sale Hearing, beginning at 11:00 a.m.
E.T. or at a later time or other place as Debtors will notify all
Qualified Bidders who have submitted Qualified Bids.  Only the
Notice Parties and those Qualified Bidders who have timely
submitted a Qualified Bid and have informed the Debtors of their
desire to participate in the Auction will be entitled to attend
the Auction, and only CAR Acquisition Company and Qualified
Bidders will be entitled to make any subsequent Qualified Bids at
the Auction.  Bidding at the Auction will continue until the time
as the highest and best Qualified Bid is determined.

At least one Business Day prior to the Auction Date, no later than
12:00 p.m. E.T., the Debtors will deliver to CAR Acquisition
Company and all other Qualified Bidders a copy of the highest and
best Qualified Bid received, as determined in the Debtors'
business judgment, consistent with the Bidding Procedures and
copies of all other Qualified Bids.  In addition, the Debtors
will inform CAR Acquisition Company and each Qualified Bidder who
has expressed an intent to participate in the Auction of the
identity of all Qualified Bidders that may participate in the
Auction.

The "Bid Deadline" is at 11:00 a.m. ET on the third Business Day
before the Auction Date.  Bidding at the Auction will commence
with the Initial Successful Bid.  The bidding will proceed in
increments of not less than $1,000,000 greater than the value
proposed in the Initial Successful Bid.  All participating
Qualified Bidders will be entitled to be present for all bidding
with the understanding that the true identity of each
participating Qualified Bidder will be fully disclosed to all
other bidders and that all material terms of each Qualified Bid
will be fully disclosed to all other participating Qualified
Bidders throughout the entire Auction.  Bidding will continue
until the highest and best offer for the purchase of the Acquired
Assets is determined by the Debtors in their business judgment,
after consultation with the Secured Creditors and the Committee.
After the failure to consummate the sale because of a breach or
failure to perform on the part of the Successful Bidder, the next
highest and otherwise best Qualified Bid, as approved at the Sale
Hearing, will be deemed to be the Successful Bid.

A Good Faith Deposit will be held in escrow until the earlier of:

     1. the later of:

        a. two Business Days after consummation of the Sale; or

        b. 20 days after the Sale Hearing; or

     2. the date upon which the Agreement or Marked Agreement is
        terminated in accordance with its terms.

In the event that the Debtors fail to receive a Qualified Bid by
the Bid Deadline, the Debtors will not conduct the Auction and
will proceed with the Sale to CAR Acquisition Company pursuant to
the terms of the Agreement, subject to the approval of the
Bankruptcy Court at the Sale Hearing.

                             Objections

(1) Metro Nashville Airport Authority

Tara L. Lattomus, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, informs the Court that in order for the Airport
Authority to determine whether the Debtors and the Bidder or
Purchaser have satisfied the requirements of Section 365(f)(2) of
the Bankruptcy Code, the Airport Authority must receive these
information with regard to each Bidder or Purchaser:

     1. financial statements and supplemental schedules for the
        years ended December 2001 and 2002, and year-to-date 2003;

     2. any and all documents regarding the Bidder's experience and
        the Bidder's principals' experience in operating car rental
        counters, or any other use to which the Bidder intends to
        put the premises;

     3. a statement setting forth the Bidder's intended use of the
        premises;

     4. the Bidder's 2003 business plan and 2004 business plan, if
        any, including sales and cash flow projections; and

     5. any financial projections, calculations and financial pro-
        formas prepared in contemplation of purchasing the Leases.

According to the Debtors' proposed schedule, it appears that the
Debtors are requesting these deadlines:

     July 9, 2003       Deadline to Serve Assumption Notice
     July 17, 2003      Deadline for Debtors to File Sale Order
                        Deadline to Object to Sale Order
     July 27, 2003      Deadline to Object to Assumption Notice
     July 30, 2003      Bid Deadline
     Aug. 4, 2003       Auction
     Aug. 6, 2003       Sale Hearing

Ms. Lattomus states that the Airport Authority has a number of
concerns regarding this proposed schedule.  First, the deadline
for the Debtors to file the Sale Order and the deadline for
parties to object to the Sale Order can potentially be the same
day.  The concern with respect to the timing of these submissions
is obvious.  Second, as objections to the Assumption Notice are
due July 27 and the Auction is August 4, the identity of the
ultimate purchaser will be unknown when the objection to
assumption is due.  Accordingly, it will be impossible to
determine whether an objection to assumption on the basis of
adequate assurance of future performance is necessary.

Finally, as the Auction is scheduled for mid-day on August 4 and
the Sale Hearing for mid-day on August 6, 2003 the Airport
Authority will have insufficient time to review information
regarding the Purchaser's adequate assurance of future
performance, if provided, and to conduct discovery if necessary.
It is likely, however, that the Airport Authority will have no
ability whatsoever prior to the Sale Hearing to evaluate adequate
assurance information.

Ms. Lattomus submits that the Airport Authority requires 14 days
to perform the necessary evaluation of the information provided
by the Purchaser and to conduct discovery that may be required
regarding the Purchaser's ability to provide adequate assurance
of future performance to the Airport Authority.  This additional
time will not prejudice the Debtors because the bids submitted
under the Proposed Bidding Procedures are required to be
irrevocable until the closing of the sale, which appears to have
an outside deadline of December 31, 2003.

(2) Statutory Committee of Unsecured Creditors

Brendan Linehan Shannon, Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, argues that the proposed bidding
procedures are not designed to obtain the highest and best offer
for the Debtors' Alamo and National businesses, and will have a
chilling effect on bidding.  Specifically, the Committee finds
these Bidding Procedures most objectionable:

     1. The Debtors have, in essence, prohibited a consortium of
        purchasers from bidding to acquire the Debtors' businesses.
        Since the Debtors have two separate lines of business --
        leisure and business travel -- the Committee believes that
        these cases are particularly well suited to consortium
        bidding.  Indeed, if permitted, a consortium of bidders may
        provide the most value to the Debtors' estates.  The
        confidentiality agreement required to be signed by
        potential purchasers goes so far as to preclude parties
        subject to confidentiality from talking to each other.
        This communication -- prohibited under the confidentiality
        agreement -- is essential to the making of a joint bid.
        Potential purchasers have complained to the Committee about
        this restriction.  The Committee has raised this issue with
        the Debtors without success.

     2. Due to the complexity of the proposed sale, the size of the
        Debtors' businesses and the numerous assets involved, a
        hearing to consider approval of the proposed sale should
        not be conducted on August 6, 2003.  Potential bidders need
        at least 60 days to perform due diligence prior to making
        an offer for the Debtors' assets.  Multiple bidders have
        contacted the Committee and have indicated that a short
        delay of three weeks will substantially assist them in due
        diligence and arranging necessary financing.  Further, a
        short delay is unlikely to harm the Debtors' businesses or
        cause Cerberus to "pull out" of the Sale.

     3. The Debtors have not provided potential bidders with due
        diligence information or management access since April 2003
        and are not contemplating providing the information or
        access through the date that Qualified Bids are due.
        Potential bidders will not be in a position to make an
        informed bid unless they are provided with this up-to-date
        information.  The Committee has repeatedly asked for more
        open access to information, but the Debtors' financial
        advisor has so far declined.

     4. The Debtors' request for approval of an objection deadline
        20 days before the Sale Hearing is unreasonable.  The
        Debtors just filed the Agreement on June 14, 2003.  Since
        they are requesting a short sale process relative to the
        complexity of the Agreement, a short objection deadline is
        unreasonable.  The Committee requests that the objection
        deadline be set for seven days prior to the Sale Hearing,
        which will still give the Debtors ample time to resolve all
        objections.

The Committee has, for months, voiced its concerns over the
process and these procedures to the Debtors and their outside
advisors, without success.  The Committee believes that if the
Debtors are going to proceed with the Sale, in order to maximize
value for creditors they should:

     a. open up the bidding process to allow for a consortium of
        purchasers to bid on the Debtors' assets and allow those
        bidders to communicate with each other;

     b. request a hearing to consider approval of the sale of the
        Debtors' businesses no earlier than August 27, 2003; and

     c. provide potential bidders with updated information and
        management access with sufficient time so that they may
        make a qualified bid.

(3) IBM Credit LLC

According to Joseph Grey, Esq., at Stevens & Lee P.C., in
Wilmington, Delaware, IBM Credit LLC and the Debtors are parties
to certain Term Lease Master Agreements, and various Supplements
to the Master Leases entered into in accordance with the Master
Leases.  Under the Leases, IBM Credit agreed to lease to the
Debtors certain computer and computer-related equipment including
but not limited to data processing equipment for use by the
Debtors.  The Equipment networks the Debtors' business systems
and is essential to the operation of the Debtors' business.

Mr. Grey observes that under the proposed bidding procedures, IBM
Credit will be required to file its objection to the proposed
Sale Approval Order and Sale on the same day that the proposed
Sale Approval Order is filed.  IBM Credit objects to this
provision to the extent that IBM Credit is being told to object
to the Sale Approval Order and Sale on the same day the Debtors
will tell IBM Credit whether the Leases are being rejected or
assumed and assigned.  Since the Bidding Procedures require IBM
Credit to object to the proposed Sale Approval Order and Sale on
the same day that the Debtors will be filing the list of
contracts that are being assumed and assigned, there is
insufficient time to investigate whether IBM Credit has any
objections to same, and if so, what objections it has, prior to
the objection deadline.

                            *     *     *

Judge Walrath approves with Bidding Procedures in accordance with
these schedules:

        July 15, 2003      Deadline to Object to Sale Motion
        July 16, 2003      Deadline to Serve Assumption Notice
        July 25, 2003      Bid Deadline
        July 27, 2003      Deadline to Object to Assumption Notice
        August 1, 2003     Deadline to Object to Bidders' Adequacy
        August 4, 2003     Auction
        August 6, 2003     Sale Hearing

All objections, to the extent not resolved or withdrawn, are
overruled.

Judge Walrath approves these additional provisions to the Bidding
Procedures:

     "The Debtors will consider a Bid as a higher and better offer
     only if, in the Debtors' business judgment, the Bid meets
     these requirements:

     1. It complies in all material respects with the Agreement;

     2. A proposal, which the Debtors' determine in good faith
        opinion of their Board or manager, as the case may be, and
        after consultation with the independent financial advisor
        of the Debtors, is not materially burdensome or conditional
        than the terms of the Agreement and has a value greater
        than or equal to the sum of the value, as reasonably
        determined by the independent financial advisor of the
        Debtors, of CAR Acquisition Company's offer plus the amount
        of the Termination Fee plus in the case of the initial
        Qualified Bid and in the case of any subsequent Qualified
        Bids, $1,000,000 over the preceding Qualified Bid;

     3. It is substantially on the same or better terms and
        conditions as those set forth in the copy of the Definitive
        Sale Documentation;

     4. It is accompanied by satisfactory evidence of committed
        financing or other ability to perform; and

     5. It is accompanied by a deposit, by means of a certified
        bank check from a U.S. bank or by wire transfer, equal to
        or greater than the Termination Fee." (ANC Rental
        Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)


ARVINMERITOR INC: Names William R. Newlin to Board of Directors
---------------------------------------------------------------
ArvinMeritor, Inc., (NYSE: ARM) announced that William R. Newlin,
chairman and chief executive officer of Buchanan Ingersoll, has
been elected to the ArvinMeritor board of directors for a term
expiring in 2005.  The announcement was made at the company's
quarterly board meeting held at corporate headquarters in Troy,
Mich.  Buchanan Ingersoll is one of the largest law firms in the
United States.

"We look forward to having Bill join the ArvinMeritor team," said
Chairman and CEO Larry Yost.  "His proven leadership skills, keen
business insight and depth of experience will be an important
asset to the organization as we move forward."

Newlin also serves as managing general partner of CEO Venture
Funds, a private venture capital funding firm, as well as on the
boards of directors for Black Box Corporation, Parker/Hunter
Incorporated, the Pittsburgh Technology Council and Kennametal,
Inc.  In July 2002, he was named chairman of Kennametal's
executive committee.  Newlin also serves on a number of economic
development boards and is a member of numerous professional and
civic organizations.

Listed in 1997 and 2000 as one of the 100 Most Influential Lawyers
in America by the National Law Journal, as well as Entrepreneur of
the Year by Inc. magazine in 1991, Newlin received his
undergraduate degree from Princeton University and a law degree
from the University of Pittsburgh.  He began his professional
career as an associate with Buchanan Ingersoll, following
graduation in 1965.

ArvinMeritor, Inc. is a premier $7-billion global supplier of a
broad range of integrated systems, modules and components to the
motor vehicle industry.  The company serves light vehicle,
commercial truck, trailer and specialty original equipment
manufacturers and related aftermarkets.  In addition, ArvinMeritor
is a leader in coil coating applications.  The company is
headquartered in Troy, Mich., and employs 32,000 people at more
than 150 manufacturing facilities in 27 countries.  ArvinMeritor
common stock is traded on the New York Stock Exchange under the
ticker symbol ARM.  For more information, visit the company's Web
site at: http://www.arvinmeritor.com

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Service placed its 'BB+' corporate credit and
senior unsecured debt ratings on ArvinMeritor Inc. on CreditWatch
with negative implications. In addition, Standard & Poor's placed
its 'BB' corporate credit and senior unsecured debt ratings on
Dana Corp., on CreditWatch with negative implications.

Fitch Ratings also downgraded the ratings of ArvinMeritor Inc.'s
senior unsecured debt to 'BB+' from 'BBB-' and capital securities
to 'BB-' from 'BB+' and placed the Ratings on Watch Negative. The
downgrade reflects ARM's intent to acquire growth through debt
financed acquisitions and a willingness to substantially raise the
leverage in its capital structure. If the transaction is completed
on the proposed terms, further rating action is expected. New
financing for the transaction is likely to be on a secured basis,
further impairing unsecured debt holders. The ratings have been
placed on Rating Watch Negative.


ASSET SECURITIZATION: Fitch Drops 3 Junk Note Class Ratings to D
----------------------------------------------------------------
Asset Securitization Corp.'s commercial mortgage pass-through
certificates, series 1995-MD IV classes B-2, B-2H and A-CS3 are
downgraded by Fitch Ratings as follows:

      -- $32.4 million class B-2 to 'D' from 'CCC';
      -- $836 class B-2H to 'D' from 'CCC';
      -- Interest-only class A-CS3 to 'D' from 'CCC'.

In addition, Fitch upgrades $67.7 million class A-2 to 'AAA' from
'AA+'.

The following certificates are affirmed by Fitch as follows:

      -- $272.7 million class A-1 'AAA';
      -- Interest-only class A-CS2 'AAA';
      -- $53.2 million class A-3 'A+';
      -- $58 million class A-4 'BBB+';
      -- $29 million class A-5 'BBB';
      -- $67.7 million class B-1 'B'.

The downgrades are a result of the discounted sale of the Hardage
loan, which has resulted in losses to the Trust as well as the
recent bankruptcy filing of the borrower of the Motels of America
loan, combined with the loan's continued poor performance. Per the
July distribution report, the Hardage loan sale has resulted in
total losses in the amount of $6.4 million to the B-2 and B-2H
classes. The upgrade is primarily due to paydown, defeasance
within the pool and the continued strong performance of the
Hallwood and Crescent loans.

As of the July 2003 distribution date, the pool consisted of five
loans, including the G&L loan (4%) which has been fully defeased,
compared to nine loans at issuance. The certificate balance had
been reduced by approximately 40%, to $580.7 million from $967.2
million at closing. One loan, Motels of America, remains in
special servicing.

As part of its review, Fitch analyzed the performance of each loan
and the underlying collateral. Fitch compared each loan's debt
service coverage ratio (DSCR) at the year ended (YE) December 2002
to the DSCR at last review (trailing twelve month-ended June 2002)
and the DSCR at issuance. DSCRs are based on Fitch adjusted net
cash flow (NCF) and a stressed debt service based on the current
loan balance and a Fitch hypothetical mortgage constant.

The Motels of America loan (22%) is secured by 93 limited-service
hotels with 7,206 rooms located in 29 states. The loan continues
to show declining cash flow since issuance. The loan which
continues to be of concern to Fitch, has been in special servicing
since January 2003 due to the borrower leasing out a majority of
the properties without lender consent. In addition, the borrower
filed Ch. 11 bankruptcy on July 10, 2003. According to the
bankruptcy filing, the properties have a recent appraisal value of
$193 million. The YE 2002 weighted average DSCR, using a 11.19%
constant, was 1.17 times down from 1.27x for the trailing twelve
months ended (TTM) June 2002 and 1.52x at issuance. The YE 2002
occupancy was 68.9%, down from 69.7% for TTM June 2002 and 70% at
issuance. The YE 2002 revenue per available room (RevPAR) was
$34.78 compared to $33.74 TTM June 2002, but above $26.77 at
issuance. Of the properties inspected in 2002 most were found to
be in good condition with deferred maintenance noted at 32
properties.

The Columbia Sussex loan (19%) consists of ten full-service hotels
totaling 2,790 rooms, located in eight states. Despite a 20%
decline in NCF since issuance, the YE 2002 DSCR based on a 10.48%
constant, remains flat at 1.68x compared to 1.68x TTM June 2002
and 1.66x at issuance due to amortization on the loan. The decline
in performance is a reflection of the current conditions of the
hotel industry, which has affected occupancy rates at the
properties. YE 2002 occupancy remained stable at 53% compared to
52% TTM June 2002, but down from 64% at issuance. YE 2002 RevPAR
remained stable at $50.33 compared to $50.49 TTM June 2002 and
$49.59 at issuance. All properties were inspected in 2002 and
received good grades with no deferred maintenance noted.

Of the remaining loans in the transaction, the Crescent (41%) and
Hallwood (14%) portfolios continue to show strong performance.
Although both loans have shown slight declines in YE 2002
occupancy due to vacancies or lease rollover, NCF is well above
that at issuance. Both loans have an investment grade credit
assessment by Fitch. The YE 2002 DSCR for the Crescent portfolio,
using a constant of 9.23%, was 2.18x, up from 1.42x at issuance.
YE 2002 occupancy slightly declined to 93% from 95% at last year's
review. The YE 2002 DSCR for the Hallwood portfolio, using a
constant of 9.82%, was 2.24x, up from 1.40x at issuance. YE 2002
occupancy slightly declined to 90% from 91% at last year's review.

Fitch will closely monitor this transaction in light of the recent
bankruptcy filing of the Motels of America loan and the on-going
performance of the Columbia Sussex loan.


AVAYA INC: Appoints Todd Meister VP for Global Channel Strategy
---------------------------------------------------------------
Avaya Inc. (NYSE: AV), a leading global provider of communications
networks and services for businesses, has appointed Todd Meister
as vice president of Global Channel Strategy and U.S.
distribution.

In his new role, Meister will be responsible for strategic channel
initiatives and for Avaya's relationship with more than 1700
BusinessPartners, value-added resellers, application specialists,
systems integrators, service providers and distributors who
represent Avaya products and services.  Meister will work with
Avaya BusinessPartners to help ensure enterprises make the most of
their current investments in technology while looking to the
future.

"Todd is an accomplished executive with expertise in channel
management, business development, sales, marketing and operations
for the information technology field," said Susan Bailey, Avaya
sales vice president for Americas, Global Accounts, Channels and
Alliances.  "His proven track record for driving growth and
profitability will make him a great asset to our business."

Prior to joining Avaya, Meister was president and chief operating
officer of AE Business Solutions, a consulting and systems
integration firm located in Madison, Wisconsin.  He has held
several key sales and channel management positions at EMC,
StorageTek and Breece Hill Technologies.

Meister received a B.A. in marketing and management from the
University of Wisconsin, Madison.  He will be based in
Minneapolis, Minn.

Avaya Inc., whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $25 million, designs,
builds and managers communications networks for more than one
million businesses around the world, including 90 percent of the
Fortune 500(R).  A world leader in secure and reliable Internet
Protocol telephony systems, communications software applications
and services, Avaya is driving the convergence of voice and data
application across IT networks, enabling businesses large and
small to leverage existing and new networks to enhance value,
improve productivity and gain competitive advantage.  For more
information visit the Avaya Web site: http://www.Avaya.com


BETA BRANDS: Considering Voluntary Dissolution and Liquidation
--------------------------------------------------------------
On May 2, 2003, Beta Brands Incorporated announced that its senior
lenders foreclosed on the assets of the Company due to payment
defaults under its senior secured indebtedness. The senior secured
lenders obtained an order of the Ontario Superior Court of Justice
implementing the foreclosure. Under the terms of the foreclosure
order granted by the Ontario Superior Court of Justice, Beta
Brands Incorporated has been left with no assets and has ceased to
carry on business. The board of directors is considering the
appropriate next steps for Beta Brands Incorporated to take, which
may include a voluntary liquidation and dissolution.

The Company consented to abridge the notice period for the
foreclosure. The board of directors of the Company gave extensive
consideration to various restructuring alternatives, but concluded
that consenting to abridge the notice period for the foreclosure,
as requested by the senior secured lenders, was the best available
alternative to preserve the confectionery and bakery operations as
on-going businesses, to preserve value for the secured creditors
of the Company and to be in the best interests of the trade
creditors and employees of the Company's former subsidiaries. In
reaching its decision to consent to an abridgement of the notice
period for the foreclosure, the board of directors also considered
a report prepared by a national accounting firm which indicated
that, had a liquidation of the Company's former operating
subsidiaries occurred, there would have been a very substantial
shortfall to the Company's senior secured lenders and no value to
any other stakeholders.

As reported in September 2002, the Company formed a special
committee of the Board of Directors to address the Company's short
and long-term financing requirements. For some time the Company
has had to seek extensions from its senior secured lenders for the
principal and interest repayments on the Company's senior secured
debt as the Company had not been generating sufficient cash flow
to enable it to repay these obligations on their originally
scheduled maturity dates. The last extension expired on April 30,
2003. Following this expiry the senior lenders gave notice to the
Company demanding repayment of the senior debt and enclosed a
notice of intention to enforce their security. The senior secured
lenders obtained an order of the Ontario Superior Court of Justice
implementing the foreclosure.

Under the foreclosure order, the senior secured lenders have
accepted common shares and subordinated indebtedness of the
Company's former operating subsidiaries in satisfaction of the
senior secured indebtedness of the Company. The Company's former
operating subsidiaries, Beta Brands Limited and Beta Brands
U.S.A., Ltd., have continued as going concerns and continue to
operate as they have in the past, but under new ownership. Beta
Brands Limited, a private company is now owned directly by the
former senior lenders. Beta Brands U.S.A., Ltd. is now a wholly
owned subsidiary of Beta Brands Limited. Trade creditors,
customers and employees of the former operating subsidiaries, Beta
Brands Limited and Beta Brands U.S.A., Ltd. have not been affected
by the foreclosure.

The subordination of the indebtedness owing to the senior lenders
has enabled the former operating subsidiaries, Beta Brands Limited
and Beta Brands U.S.A., Ltd., to obtain new financing in the form
of a revolving credit facility to finance their working capital
requirements.

On May 13, 2003 the Company announced that it has been notified
that the TSX Venture Exchange had suspended trading in the
Company's securities as a result of a failure to maintain exchange
listing requirements. The failure to maintain exchange listing
requirements was the result of the foreclosure on the assets of
the Company described above.

                LIQUIDITY AND CAPITAL RESOURCES

As a result of the foreclosure described above, Beta Brands
Incorporated has no assets, no liabilities and a deficit of
approximately $25.4 million. The board of directors is considering
the appropriate next steps for Beta Brands Incorporated to take,
which may include a voluntary liquidation and dissolution.

Credit Facilities

During the second quarter of Fiscal 2003, the Company's senior
lenders foreclosed on the assets of Beta Brands Incorporated due
to payment defaults under its senior secured indebtedness. Under
the terms of the foreclosure order granted by the Ontario Superior
Court of Justice, Beta Brands Incorporated has been left with no
assets and has ceased to carry on business.

Beta Brands is a leading manufacturer and distributor of quality
confectionery and bakery products for the Canadian, U.S. and
certain international markets. The Company markets products under
a variety of strong brand names including Breath Savers(R), Beech-
Nut(R), McCormicks(R), Goody(R), Champagne(R) and Bite-Life(R).
Beta Brands trades on the TSX Venture Exchange under the symbol
BBI and has approximately 41.3 million common shares outstanding.


BMC INDUSTRIES: Receives Additional 60-Day Bank Waiver Extension
----------------------------------------------------------------
BMC Industries, Inc.'s (NYSE:BMM) banks have granted the company
an additional 60-day waiver of certain covenants under its credit
facility. BMC received an initial two-week waiver on June 30,
2003, following notice by BMC to its bank group that the company
expected to fall outside of compliance with certain covenants and
obligations under its credit facility as of June 30, 2003.

The waiver extends the time period for BMC to make certain
scheduled principal and fee payments. In addition, 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.

BMC Industries, founded in 1907, comprises two business segments:
Buckbee-Mears and Optical Products. The Buckbee-Mears group offers
a range of services and manufacturing capabilities to meet the
most demanding precision metal manufacturing needs. The group is
also the only North American manufacturer of aperture masks, a key
component in color television picture tubes.

The Optical Products group, operating under the Vision-Ease Lens
trade name, is a leading designer, manufacturer and distributor of
polycarbonate, glass and 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 filtering and impact resistant
characteristics.

BMC Industries, Inc. is listed on the New York Stock Exchange
under the ticker symbol "BMM." For more information about BMC
Industries, Inc., visit the company's Web site at
http://www.bmcind.com


CALL-NET: AlternaCall Unit Closes Mosaic Performance Acquisition
----------------------------------------------------------------
AlternaCall Inc., a subsidiary of Call-Net Enterprises Inc., (TSX:
FON, FON.B), a national provider of residential and business
telecommunications services, announced the closure of the
transaction to acquire the assets of Mosaic Performance Solutions
Canada (MPS Canada), a private label consumer services company.

With the close of the transaction, MPS Canada's name has been
changed to E-Force, a division of AlternaCall Inc.

Call-Net Enterprises Inc. (S&P, B Corporate Credit Rating, Stable)
is a leading Canadian integrated communications solutions provider
of local and long distance voice services as well as data,
networking solutions and online services to households and
businesses. It provides services primarily through its wholly
owned subsidiary, Sprint Canada Inc. Call-Net Enterprises and
Sprint Canada are headquartered in Toronto and own and operate an
extensive national fiber network with over 134 co-locations in
nine Canadian metropolitan markets. For more information visit
http://www.callnet.caand http://www.sprint.ca


CALPINE: Inks Settlement Pact, Terminating Contracts with Enron
---------------------------------------------------------------
Calpine Corporation (NYSE: CPN), a leading North American power
company, confirmed that it has reached a preliminary agreement
with Enron Corporation to settle the termination of certain
natural gas and electricity contracts between Calpine and Enron
affiliates. The settlement agreement must be submitted to the
creditors committee for review and is subject to bankruptcy court
approval.

Calpine Corporation is a leading North American power company
dedicated to providing electric power to wholesale and industrial
customers from clean, efficient, natural gas-fired and geothermal
power facilities. The company was founded in 1984 and is publicly
traded on the New York Stock Exchange under the symbol CPN. For
more information about Calpine, visit http://www.calpine.com

                           *   *   *

As previously reported in Troubled Company Reporter, Calpine
Corp.'s senior unsecured debt rating was downgraded to 'B+' from
'BB' by Fitch Ratings. In addition, CPN's outstanding convertible
trust preferred securities and High TIDES were lowered to 'B-'
from 'B'. The Rating Outlook was Stable. Approximately $9.3
billion of securities were affected.


CALPINE CORP: Arranges New $500 Million Working Capital Facility
----------------------------------------------------------------
Calpine Corporation (NYSE: CPN), a leading North American power
company, has entered into agreements for a new $500 million
working capital facility. The new first-priority senior secured
facility will consist of a two-year, $300 million working capital
revolver and a four-year, $200 million term loan that together
will provide up to $500 million in combined cash borrowing and
letter of credit capacity.  The new facility replaces the
company's existing working capital facilities.  It will be secured
by a first-priority lien on the same assets that secure Calpine's
recently completed $3.3 billion offering of term loan and second-
priority senior secured notes.

The $300 million working capital revolver will bear interest at
Libor plus 400 basis points and will mature on July 15, 2005.
Initially, the company expects to use approximately $225 million
of the revolver to replace existing letters of credit.  The $200
million term loan was priced at Libor plus 350 basis points and
matures on July 15, 2007.  Approximately $130 million of proceeds
from the term loan will be used to cash collateralize existing
letters of credit, with the balance being used for general
corporate purposes.

The Bank of Nova Scotia is the administrative agent and was a lead
arranger for the facility.

"This financing, combined with our recently completed $3.3 billion
offering of term loan and second-priority secured notes, further
demonstrates the value of Calpine's power generation and natural
gas assets and the strength of our business model," stated Calpine
Chief Financial Officer, Bob Kelly.  "We are encouraged by the
market's favorable response to our refinancings and appreciate the
support and commitment of our bank group, led by The Bank of Nova
Scotia.  Calpine continues to advance our 2003 finance program,
with several additional financing opportunities under way."

Calpine Corporation is a leading North American power company
dedicated to providing electric power to wholesale and industrial
customers from clean, efficient, natural gas-fired and geothermal
power facilities.  The company generates power at plants it owns
or leases in 22 states in the United States, three provinces in
Canada and in the United Kingdom.  Calpine is also the world's
largest producer of renewable geothermal energy, and it owns
approximately one trillion cubic feet equivalent of proved natural
gas reserves in Canada and the United States.  The company was
founded in 1984 and is publicly traded on the New York Stock
Exchange under the symbol CPN. For more information about Calpine,
visit http://www.calpine.com


CALPINE CORP: Completes $3.3BB Term-Loan & Senior Debt Offering
---------------------------------------------------------------
Calpine Corporation (NYSE: CPN), a leading North American power
company, has closed its $3.3 billion term loan and second-priority
senior secured notes offering.  The term loan and senior notes are
secured by substantially all of the assets owned directly by
Calpine Corporation, including natural gas and power plant assets
and the stock of Calpine Energy Services and other subsidiaries.

The offering was comprised of two tranches of floating rate
securities and two tranches of fixed rate securities.  The
floating rate securities included:

     -- A $750 million, four-year term loan priced at Libor plus
        575 basis points; and

     -- $500 million of Second-Priority Senior Secured Floating
        Rate Notes due 2007, also priced at Libor plus 575 basis
        points.

The fixed rate securities included:

     -- $1.15 billion of 8.5% Second Priority Senior Secured Notes
        due 2010; and

     -- $900 million of 8.75% Second Priority Senior Secured Notes
        due 2013.

Net proceeds from the offering will be used to repay existing
indebtedness, including approximately $950 million outstanding
under the company's term loan, which was to mature in May 2004;
borrowings outstanding under the company's working capital
revolvers; and outstanding public indebtedness in open-market
purchases and as otherwise permitted by the company's indentures.

To date, the company has purchased approximately $708 million face
value of outstanding senior notes at a cost of approximately $608
million using net proceeds from the offering.

The term loan and senior secured notes have been offered in a
private placement under Rule 144A, have not been registered under
the Securities Act of 1933, and may not be offered in the United
States absent registration or an applicable exemption from
registration requirements.  This press release shall not
constitute an offer to sell or the solicitation of an offer to
buy. Securities laws applicable to private placements under Rule
144A limit the extent of information that can be provided at this
time.


CHAMPION ENTERPRISES: Second-Quarter Results Enter Positive Zone
----------------------------------------------------------------
Champion Enterprises, Inc. (NYSE: CHB), the nation's leading
housing manufacturer, today reported earnings of $0.05 per diluted
share for its second quarter ended June 28, 2003. Champion had a
loss of $4.10 per diluted share in the second quarter of 2002.

For the three-month period ended June 2003, revenues totaled $296
million and net income was $3.0 million, which included pretax
gains of $7.1 million from the early retirement of debt and $0.8
million from sales of fixed assets. In the year earlier period,
the company had revenues of $362 million and a net loss of $199
million, including pretax goodwill impairment charges of $97
million, establishment of a deferred tax asset valuation allowance
totaling $120 million, pretax restructuring charges of $4.9
million and pretax gains from the early retirement of debt
totaling $5.9 million.

In the first half of 2003, Champion had revenues totaling $541
million and a net loss of $18.4 million, or $0.40 per diluted
share. These results included $13.8 million of pretax gains from
the early retirement of debt, $1.8 million of pretax gains from
sales of fixed assets and $5.7 million of pretax losses from
finance loans sold or held for sale. In the first six months of
2002, the company reported revenues of $668 million and a net loss
of $211 million, or $4.36 per diluted share.

Chairman, President and Chief Executive Officer, Al Koch,
commented, "We're pleased to report a profitable quarter following
six consecutive quarters of net losses. Operating income for the
three-month period improved substantially compared to both the
second quarter of 2002 and this year's first quarter. We're
encouraged by the progress that's been made to return our
manufacturing segment to profitability and to significantly reduce
our retail loss. During the quarter we also improved the balance
sheet through increasing cash and continuing to reduce our debt,
which gives us additional financial strength as we enter the
second half of the year."

                          Operations

Manufacturing - For the three-month period ended June 2003,
manufacturing revenues decreased 16% to $263 million from $314
million one year earlier, while segment income increased to $13.0
million, or 4.9% of segment revenues, from $10.4 million, or 3.3%
of segment revenues, in the second quarter of 2002. Genesis sales
to builders and developers accounted for 11.8% of manufacturing
homes sold and approximately 15.5% of manufacturing revenues
during the second quarter of 2003. For the six-month period, the
manufacturing segment reported $472 million in revenues, which
resulted in segment income of $6.2 million. Champion had unfilled
manufacturing orders of $48 million at the end of June at 34
plants, compared to $26 million at 46 plants a year earlier.

Retail - Year-over-year retail revenues dropped 31% for the
quarter ended June 2003, while the retail loss was substantially
reduced to $0.7 million from $13.8 million in the second quarter
of 2002. The prior year loss included $4.9 million of
restructuring charges related to the closing of 34 under
performing retail locations. Champion currently operates 115
company- owned stores, down from 208 locations a year ago.

Finance - HomePride Finance Corp. originated $12.7 million of
loans for the quarter and received $8.4 million of net proceeds
for loans placed in its warehouse funding facility. HomePride
reported a loss of $2.9 million for the three-month period,
including a $0.3 million charge to value finance loans receivable
at the lower of cost or market. In April the company sold $59.7
million (face amount) of loans, reduced its warehouse line
borrowings by $42.2 million and realized net proceeds of $11.9
million. Subsequent to the end of the second quarter, in July the
company sold finance loans with a face value of $16.4 million for
$15.6 million, reduced its warehouse line borrowings by $10.0
million and realized net proceeds of $5.6 million.

                 Liquidity and Capital Structure

Champion ended the quarter with $129 million in cash and cash
equivalents and generated $60.2 million in cash flow from
operations during the three- month period, including tax refunds
of $63.7 million. At quarter end the company had long-term debt of
$291 million, down from $342 million at the beginning of the year.
During 2003, the company used $35.8 million to purchase and retire
$50.5 million of its Senior Notes, resulting in pretax gains of
$13.8 million. In the first half of 2003, a charge to retained
earnings of $3.5 million was recorded resulting from an amendment
to the company's preferred stock terms, which was accounted for as
an induced conversion and increased the loss per diluted share by
$0.06.

                           Outlook

Koch continued, "Despite the progress we've made, there's still
much work to be done. We look forward to receiving the results of
the AlixPartners QuickStrike(TM) assessment, which involves
reviewing our operations for potential improvements and
adjustments.  When this four-to-six week process is complete, we
will consider a wide range of initiatives to solidify the
profitability of our operations even during the severe industry
downturn.

"Year-to-date industry HUD Code wholesale shipments were down 27%
through May and continue at a 40-year low. Due to the difficult
consumer financing environment that the industry faces, we
estimate that the seasonally adjusted rate of new home shipments
has dropped to approximately 130,000 homes for 2003. As we work
through this down cycle, Champion will continue to maintain strong
cash balances and focus on running profitable, albeit possibly
smaller, operations," concluded Koch.

Champion Enterprises, Inc. (S&P, B+ Corporate Credit Rating,
Negative), headquartered in Auburn Hills, Michigan, is the
industry's leading manufacturer and has produced 1.6 million homes
since the company was founded.  The company operates 34
homebuilding facilities in 16 states and two Canadian provinces
and 115 retail locations in 24 states. Independent retailers,
including 650 Champion Home Center locations, and approximately
500 builders and developers also sell Champion-built homes. In
addition, through its subsidiary, HomePride Finance Corp., the
company provides consumer financing for purchasers of its homes.
Further information can be found at the company's Web site.


CHARTER COMMS: Taking Actions to Resolve Issues re Bresnan Deal
---------------------------------------------------------------
As part of Charter Communications Holdings, LLC's acquisition of
the cable television systems owned by Bresnan Communications
Company Limited Partnership in February 2000, CC VIII, LLC,
Charter's indirect limited liability company subsidiary, issued
Class A Preferred Membership Interests with a value and an initial
capital account of approximately $630 million to certain sellers
affiliated with AT&T Broadband, now owned by Comcast Corporation.
While held by the Comcast Sellers, the CC VIII Interest was
entitled to a 2% priority return on its initial capital amount and
such priority return was entitled to preferential distributions
from available cash and upon liquidation of CC VIII.  While held
by the Comcast Sellers, the CC VIII Interest generally did not
share in the profits and losses of CC VIII.

Paul G. Allen granted the Comcast Sellers the right to sell to him
the CC VIII Interest for approximately $630 million plus 4.5%
interest annually from February 2000.  In April 2002, the Comcast
Sellers exercised the Comcast Put Right in full, and this
transaction was consummated on June 6, 2003. Accordingly, Mr.
Allen has become the holder of the CC VIII Interest. Consequently,
subject to the matters referenced in the next paragraph, Mr. Allen
generally hereafter will be allocated his pro rata share (based on
the number of membership interests outstanding) of profits or
losses of CC VIII. In the event of a liquidation of CC VIII, Mr.
Allen will not be entitled to any priority distributions (except
with respect to the 2% priority return, as to which such priority
will continue), and Mr. Allen's share of any remaining
distributions in liquidation will be equal to the initial capital
account of the Comcast Sellers of approximately $630 million,
increased or decreased by Mr. Allen's pro rata share of CC VIII's
profits and losses (as computed for capital account purposes)
after June 6, 2003.

An issue has arisen as to whether the documentation for the
Bresnan transaction was correct and complete with regard to the
ultimate ownership of the CC VIII Interest following consummation
of the Comcast Put Right.  The Board of Directors of Charter's
indirect parent company, Charter Communications, Inc., formed a
Special Committee comprised of Messrs. Tory, Wangberg and Nelson
to investigate and take any other appropriate action on Charter
Communications, Inc.'s behalf with respect to this matter.  After
conducting an investigation of the facts and circumstances
relating to this matter, the Special Committee has reached a
preliminary determination that, due to a mistake that occurred in
preparing the Bresnan transaction documents, Charter
Communications, Inc. should seek the reformation of certain
contractual provisions in such documents and has notified Mr.
Allen of this conclusion.  The Special Committee also has
preliminarily determined that, as part of such contract
reformation, Mr. Allen should be required to contribute the CC
VIII Interest to Charter's indirect parent company, Charter
Communications Holding Company, LLC in exchange for Charter
Communications Holding Company, LLC membership units.  The Special
Committee also has recommended to the Board of Directors that, to
the extent the contract reformation is achieved, the Board should
consider whether the CC VII Interest should ultimately be held by
Charter Communications Holding Company, LLC or by Charter
Communications Holdings, LLC or another entity owned directly or
indirectly by Charter Communications Holdings, LLC.  Charter
understands that Mr. Allen disagrees with the Special Committee's
preliminary determinations.  Accordingly, the Special Committee
and Mr. Allen expect to enter into non-binding mediation to seek
to resolve this matter as soon as practicable, but without any
prejudice to any rights of the parties if such dispute is not
resolved as part of the mediation.

Charter Communications, A Wired World Company(TM), is the nation's
third-largest broadband communications company. Charter provides a
full range of advanced broadband services to the home, including
cable television on an advanced digital video programming platform
via Charter Digital Cable(R) brand and high-speed Internet access
marketed under the Charter Pipeline(R) brand. Commercial high-
speed data, video and Internet solutions are provided under the
Charter Business Networks(R) brand. Advertising sales and
production services are sold under the Charter Media(R) brand.
More information about Charter can be found at
http://www.charter.com

                          *    *    *

In early January, Moody's Investors Services warned that Charter
Communications, Inc., may breach a bank debt covenant in the
following quarter, and reacted negatively to talk that a
restructuring is "increasingly likely" in the near to medium term
and there's a "growing probability of expected credit losses."

                  Restructuring Advisers Hired

Charter reportedly chose Lazard as its restructuring adviser,
according to TheDeal.com (edging-out Goldman Sachs Capital
Partners, Carlyle Group, Thomas H. Lee Partners, UBS Warburg and
Morgan Stanley) to explore strategic alternatives. The New York
Post, citing unidentified people familiar with the situation, says
those alternatives may involve selling assets or bringing in
private equity partners.

Charter co-founder Paul Allen has brought Miller Buckfire Lewis &
Co. onto the scene to protect his 54% stake that cost him $7-plus
billion.  Alvin G. Segel, Esq., at Irell & Manella LLP in Los
Angeles has served as long-time legal counsel to Mr. Allen and his
investment firm, Vulcan Ventures.


COEUR D'ALENE: Will Publish Second Quarter Results on Thursday
--------------------------------------------------------------
Coeur D'Alene Mines Corporation (NYSE: CDE) will report its second
quarter results on Thursday, July 24, 2003.  There will be a
conference call that day at 1:00 p.m. Eastern time.

     Dial-In Numbers:  888-428-4478 (US)
                       651-291-5254 (International)

The conference call and presentation will also be simultaneously
webcast on the Company's web site http://www.coeur.com

Hosting the call will be Dennis E. Wheeler, Chairman and Chief
Executive Officer of the Company, who will be joined by Robert
Martinez, President and Chief Operating Officer, James A. Sabala,
Executive Vice President and Chief Financial Officer and Dieter A.
Krewedl, Senior Vice President of Exploration. Participants should
call in at least five minutes prior to the conference start time
and will be asked to provide their name and company.

A replay of the call will be available through Thursday, July 31,
2003. The replay dial-in numbers are 800-475-6701 (US) and 320-
365-3844 (International) and the access code is 692229.  In
addition, the call will be archived on the Company's web site in
the Investor Relations Section.

Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer of
gold.  Coeur has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.

                           *   *   *

                   Going Concern Uncertainty

In the Company's 2002 Annual Report filed on SEC Form 10-K, the
Company's independent auditors, KPMG LLP, issue the following
statement, dated February 28, 2003:

"We have audited the 2002 financial statements of Coeur d'Alene
Mines Corporation (an Idaho Corporation) and subsidiaries (the
Company) as listed in the accompanying index. 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 2001 and 2000 financial
statements of Coeur d'Alene Mines Corporation, as listed in the
accompanying index, were audited by other auditors who have
ceased operations and whose report, dated February 15, 2002,
expressed an unqualified opinion on those financial statements
and included an explanatory paragraph that stated that the
Company had suffered recurring losses from operations, had a
significant portion of its convertible debentures that needed to
be repaid or refinanced in June 2002 and had declining amounts
of cash and cash equivalents and unrestricted short-term
investments, all of which raised substantial doubt about its
ability to continue as a going concern."


CONSECO INC: Files Fourth Amended Plan of Reorganization
--------------------------------------------------------
Conseco, Inc. (OTCBB:CNCEQ) has filed its Fourth Amended Plan of
Reorganization with the Bankruptcy Court. The new amendments
principally reflect minor modifications to the non-debtor release
provision and related components of the plan.

Under the Bankruptcy Court's current schedule, court testimony
will conclude no later than July 17, closing arguments will occur
on July 18, and final post-trial briefs will be filed by July 25.

The full text of the Fourth Amended Plan of Reorganization is
available at -- http://www.bmccorp.net/conseco-- and, following
the filing of the plan with the Securities and Exchange
Commission, will be available at the SEC's Web site at
http://www.sec.gov


CONTINENTAL AIRLINES: Joins Sabre Network's DCA 3-Year Option
-------------------------------------------------------------
Sabre Travel Network, a Sabre Holdings (NYSE: TSG) company, and
Continental Airlines (NYSE: CAL) announced that Continental has
agreed to participate in the Sabre Direct Connect Availability
Three-Year Option, which commits the carrier to a three-year term
at the highest level of participation in the Sabre global
distribution system in exchange for a reduced booking fee rate
that is fixed for three years.

Through the DCA Three-Year Option, airlines agree to provide all
published fares to all Sabre GDS users, including Sabre Connected
online and offline travel agencies. This includes published fares
that the airlines sell through any third-party Web site and
through their own Web site and reservation offices.

"Providing travelers the maximum level of customer service is the
highest priority for Continental Airlines," said Jim Compton,
senior vice president of marketing for Continental Airlines. "This
program improves our ability to do that by offering customers
access to all published fares, including Web fares. It also helps
us meet a key business objective to further reduce distribution
costs. We recognize the effectiveness of the Sabre GDS, which
offers one of the highest yielding channels."

In the Sabre GDS, airlines sign a participating carrier agreement
enabling them to choose from one of several optional levels of
connectivity to the system. DCA is the highest level and provides
airlines with a wide range of services to market and sell their
flight and fare information through the travel network of more
than 56,000 travel agency locations worldwide. Sabre Travel
Network recently extended the DCA Three-Year Option from U.S. only
to now include bookings made in the U.S. Virgin Islands,
Caribbean, and Europe. The expansion to these regions provides
airlines with the opportunity to distribute all fares to consumers
in many parts of the world. The DCA Three Year-Option extends the
term of current 30-day agreements with airlines to a fixed three
years.

"By participating in the program, Continental demonstrates its
commitment to travelers by providing a full range of choices for
booking Continental published fares through multiple channels --
both online and offline," said John Stow, president of Sabre
Travel Network. "Their participation offers enhanced opportunities
for travel agencies to serve their customers and reinforces the
value of the agency channel."

                  The Program - How it Works:

-- Participating airlines agree to commit to the highest level of
    participation in the Sabre system for three years.

-- Participating airlines provide all Sabre GDS users broad access
    to schedules, seat availability and published fares, including
    Web fares and other promotional fares, but excluding opaque
    fares and private discounts.

-- Participating airlines furnish generally the same customer
    perks and amenities to passengers booked through the Sabre GDS
    as those afforded through other GDS's and Web sites.

-- Sabre Travel Network provides participating airlines with a
    reduction to their current applicable DCA booking fee.

-- Sabre Travel Network fixes the DCA booking fee rate for three
    years.

"These watershed agreements restore traveler confidence in being
able to obtain competitive airline rates from their Sabre
Connected agency -- and provide a renewed commitment to support
agents in several ways," added Stow. "They also signal a change in
the economics associated with GDS services for all parties --
airlines and agencies. As the travel distribution market
transitions to new booking fee models, agency incentives are
likely to be reviewed. The company believes it is important to
manage incentive growth within the context of the benefits
provided by the program."

Sabre Travel Network, a Sabre Holdings company, provides access to
the world's leading global distribution system (GDS) and products
and services enabling agents at more than 56,000 agency locations
worldwide to be travel experts. About 35 percent of the world's
travel is booked through the Sabre GDS. Originally developed in
1960, it was the first system to connect the buyers and sellers of
travel. Today the system includes more than 400 airlines,
approximately 60,000 hotels, 53 car rental companies, nine cruise
lines, 36 railroads and 232 tour operators.

Sabre Holdings Corporation (NYSE: TSG) is a world leader in travel
commerce, retailing travel products and providing distribution and
technology solutions for the travel industry. More information
about Sabre is available at http://www.sabre-holdings.com/

Continental Airlines is the world's seventh-largest airline with
2,300 daily departures to 134 domestic and 92 international
destinations. Continental has the broadest global route network of
any U.S. airline, including extensive service throughout the
Americas, Europe and Asia. Continental has hubs serving New York,
Houston, Cleveland and Guam, and carries approximately 41 million
passengers per year on the newest jet fleet among major U.S.
airlines. With 48,000 employees, Continental is one of the 100
Best Companies to Work For in America. In 2003, Fortune ranked
Continental highest among major U.S. carriers in the quality of
its service and products, and No. 2 on its list of Most Admired
Global Airlines.

As recently reported, Standard & Poor's Ratings Services assigned
its 'CCC+' rating to Continental Airlines Inc.'s (B/Negative/--)
$150 million 5.0% senior unsecured convertible debt due 2023.
Ratings on Continental were affirmed on June 2, 2003, and removed
from CreditWatch, where they were placed on March 18, 2003.

"Ratings on Continental are based on its heavy debt and lease
burden and relatively limited financial flexibility, which
outweigh better-than-average operating performance and a modern
aircraft fleet," said Standard & Poor's credit analyst Philip
Baggaley.

The outlook on Continental's long-term corporate credit rating
is negative. Losses are expected to narrow and operating cash
flow should turn modestly positive in the second and third
quarters of 2003, but Continental remains vulnerable to any
renewed deterioration in the airline industry revenue
environment.


CORRPRO COMPANIES: Sells Asian Operations in Private Transaction
----------------------------------------------------------------
Corrpro Companies, Inc. (Amex: CO), announced the sale of its
Asian operations in a private transaction for an undisclosed
amount. The operations were purchased by an affiliate of the OMG
Group, a regional participant in the oil and gas industry.

"With this transaction, we have achieved another strategic
milestone in our business restructuring plan," stated Joseph W.
Rog, Chairman, President, and Chief Executive Officer of Corrpro.
"We are pleased that we have secured a continuing relationship
with the purchaser. Through mutually beneficial licensing and
distribution agreements, the OMG Group affiliate has been licensed
to operate under the names Corrpro Asia and Corrpro Far East and
is authorized to distribute Corrpro corrosion control products and
services covering certain territories in the Asia Pacific region."

Corrpro, headquartered in Medina, Ohio is the leading provider of
corrosion control engineering services, systems and equipment to
the infrastructure, environmental and energy markets around the
world. Corrpro is the leading provider of cathodic protection
systems and engineering services, as well as the leading supplier
of corrosion protection services relating to coatings, pipeline
integrity and reinforced concrete structures.

As reported in Troubled Company Reporter's July 4, 2003 edition,
the Company is currently not in compliance with certain financial
ratios required to be maintained under its senior debt agreements.
In addition, the Company's revolving credit facility agreement is
scheduled to expire on July 31, 2003. The Company is also required
to make a $7.6 million principal payment on its Senior Notes,
which mature in 2008, by July 31, 2003. The Company is having
continuing discussions with its lenders regarding an amendment to
extend the maturity date of the revolving credit facility beyond
July 31, 2003, and plans to negotiate arrangements with its
lenders to, among other things, waive the covenant violations
under the senior debt, extend the maturity of the senior bank
facility and defer the principal payments due on the Senior Notes.
There can be no assurance, however, that any waiver or extension
will be obtained on terms acceptable to the Company or at all.
Failure to do so would have a material adverse effect on the
Company's liquidity and financial condition and could result in
the Company's inability to operate as a going concern, in which
case the Company would consider available alternatives.

The Company is currently in default of certain financial ratios
required to be maintained under it Senior Note and Revolving
Credit Facility agreements. In addition, the Revolving Credit
Facility is scheduled to expire on July 31, 2003 and the Company
is required to make a $7.6 million principal payment on the Senior
Notes by July 31, 2003. The Company is also, at the current time,
not able to provide any assurances regarding its ability to make
the $7.6 million Senior Note principal payment that is due on
July 31, 2003. Further information about our Long-Term Debt is
included in Note 3, Long-Term Debt, Notes to Consolidated
Financial Statements included in Item 8 of this Form 10-K.

The Company has had preliminary discussions with its lenders
regarding an amendment to the Revolving Credit Facility which
would, among other things, extend the maturity date of the
Revolving Credit Facility beyond July 31, 2003. The Company
intends to continue its efforts to obtain such an amendment,
however, there can be no assurances that the Company will be able
to negotiate such an amendment at all or under terms and
conditions acceptable to it.

Until such time when the Company is able to refinance the Senior
Notes and Revolving Credit Facility it will attempt to negotiate
arrangement with its lenders to, among other things, waive the
covenant violations under the Senior Notes and Revolving Credit
Facility agreement, extend the maturity of the Revolving Credit
Facility beyond July 31, 2003 and defer the principal payments
due under the Senior Notes. If the Company is not able to
negotiate mutually acceptable arrangements with its existing
lenders, events could occur that would have a material adverse
effect on the Company's liquidity and financial condition and
could result in its inability to operate as a going concern. If
the Company is unable to operate as a going concern, it may file,
or have no alternative but to file, bankruptcy or insolvency
proceedings or pursue a sale or sales of assets to satisfy
creditors.


CREDIT SUISSE: Fitch Affirms Ratings on Class F, H & I at BB/CCC
----------------------------------------------------------------
Fitch Ratings July 16

Credit Suisse First Boston Mortgage Securities Corp.'s commercial
mortgage pass-through certificates, series 1997-C2, are upgraded
by Fitch Ratings as follows:

         -- $95.3 million class B to 'AAA' from 'AA';
         -- $80.6 million class C to 'AA' from 'A';
         -- $95.3 million class D to 'BBB+' from 'BBB-'.

The $14.7 million class G has been affirmed at 'BB-' and removed
from Rating Watch Negative. In addition, Fitch affirms the
following classes:

         -- $10.5 million class A-1 'AAA';
         -- $322.3 million class A-2 'AAA';
         -- $523.3 million class A-3 'AAA';
         -- Interest-only class A-X 'AAA';
         -- $73.3 million class F at 'BB';
         -- $29.3 million class H 'CCC';
         -- $14.7 million class I 'CCC'.

The $25.7 million class E and the $9.3 million class J
certificates are not rated by Fitch. The upgrades follow Fitch's
annual review of the transaction, which closed in December 1997.

The upgrades are primarily the result of increased subordination
levels due to loan payoffs and amortization. As of the June 2003
distribution date, the pool's aggregate principal balance has been
reduced by 12% from $1.47 billion to $1.29 billion. The removal of
class G from Rating Watch Negative is primarily due to the
resolution of two loans (2%) with exposure to Kmart. One of the
properties' leases has been assumed by Walmart, and the other by
Home Depot. In addition, there is a clearer estimate of the
expected losses on the specially serviced loans.

Wachovia Securities, Inc., the master servicer, collected year-end
2002 financials for 70% of the pool balance. Based on the
information provided, the resulting YE 2002 weighted average debt
service coverage ratio is 1.47x times, compared to 1.34x at
issuance for the same loans.

Currently, six loans (3.5%) are in special servicing. The largest
loan is secured by a retail property in Canton, MI and is
currently in foreclosure. The property was 100% occupied by Kmart,
but the lease has been rejected and Kmart has vacated the
property. The next largest specially serviced loan (0.55%) is
secured by a hotel property in Evanston, IL and is current. The
loan is in special servicing due to a change of franchise and is
expected to be returned to the master servicer within a few
months.

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


CROSS MEDIA: Fails to Comply with Nasdaq Listing Requirements
-------------------------------------------------------------
Cross Media Marketing Corporation (AMEX: XMM) received a notice
from the American Stock Exchange indicating that the Company no
longer complies with the Exchange's continued listing standards
due to the substantial impairment of the Company's financial
condition.

In view of the foregoing and in accordance with Sections
1003(a)(iv) and Section 1003(d) of the Amex Company Guide, the
Exchange has notified the Company that it intends to proceed with
the filing of an application with the Securities and Exchange
Commission to delist and deregister the Company's common stock
from the Exchange. The Company does not plan to appeal the
Exchange's determination.

The Exchange suspended trading in the Company's common stock,
effective July 10, 2003, and such shares are now listed on the
National Quotation Bureau's Pink Sheets (CMKC:PK).

Cross Media Marketing filed for Chapter 11 protection under the
federal bankruptcy laws on May 16, 2003 in the U.S. Bankruptcy
Court for the Southern District of New York (Manhattan). The
Debtor is a direct marketer and seller of magazine subscriptions.


CYTO PULSE: Signs-Up Tydings & Rosenberg as Bankruptcy Attorneys
----------------------------------------------------------------
Cyto Pulse Sciences, Inc., asks for permission from the U.S.
Bankruptcy Court for the District of Maryland to employ Tydings &
Rosenberg LLP as its attorneys.

The Debtor needs legal counsel to comply with the performance of
its duties as a Debtor-in-Possession, the reorganization of its
finances, and the defense of litigation that may be brought
against the Company.   In short, the Debtor needs the full range
of traditional legal services unique to a Chapter 11 proceeding.

The Debtor wishes to employ Tydings & Rosenberg to represent it as
attorneys in this case and generally in its operations.
Specifically, Tydings & Rosenberg will:

      a. provide the Debtor legal advice with respect to its
         powers and duties as a Debtor-in-Possession and in the
         operation of its business and management of its
         property;

      b. represent the Debtor in defense of any proceedings
         instituted to reclaim property or to obtain relief from
         the automatic stay under Section 362(a) of the
         Bankruptcy Code;

      c. prepare any necessary applications, answers, orders,
         reports and other legal papers, and appearing on the
         Debtor's behalf in proceedings instituted by or against
         the Debtor;

      d. assist the Debtor in the preparation of schedules,
         statements of financial affairs, and any amendments
         thereto that the Debtor may be required to file in this
         case;

      e. assist the Debtor in the preparation of a plan of
         reorganization and a disclosure statement;

      f. assist the Debtor with all bankruptcy legal work;

      g. provide general corporate legal advice; and

      h. perform all of the legal services for the Debtor that
         may be necessary or desirable herein.

The Debtor desires to employ Tydings & Rosenberg under a general
retainer because of the extensive legal services required.  Alan
M. Grochal, Esq., discloses that Tydings & Rosenberg received a
$50,000 retainer from the Debtor to be applied towards future
services rendered and expenses to be incurred.  Mr. Grochal does
not disclose the customary hourly rates that Tydings & Rosenberg
charges its clients.

Cyto Pulse Sciences, Inc., headquartered in Columbia, Maryland is
in the business of inventing, developing and manufacturing medical
equipment and devices for laboratory applications.  The Company
filed for chapter 11 protection on June 12, 2003 (Bankr. Md. Case
No. 03-59544).  Alan M. Grochal, Esq., and Stephen M. Goldberg,
Esq., at Tydings and Rosenberg, represent the Debtor in its
restructuring efforts.  As of June 30, 2002, the company listed
$1,913,305 in assets and $19,469,309 in debts.


DVI INC: Defaults on 9-7/8% Senior Notes Due 2004
-------------------------------------------------
On July 15, 2003, DVI, Inc. (NYSE:DVI) received a Notice of
Default from U.S. Bank National Association, the Trustee under the
Indenture, dated as of January 27, 1997, between DVI and the
Trustee relating to DVI's 9-7/8% Senior Notes due 2004, indicating
that DVI failed to satisfy its obligation under Section 703(1) of
the Indenture to file its quarterly report on Form 10-Q for the
period ended March 31, 2003.

DVI has advised the Trustee that it does not believe that a
default exists under Section 703(1) of the Indenture and
understands that the Trustee is considering DVI's position.

If the Trustee does not rescind the Notice of Default promptly,
DVI expects to address this issue by either challenging the
validity of the Trustee's Notice of Default or seeking a waiver or
modification from the holders of Notes representing not less than
a majority in principal amount of the outstanding Notes, or both.

Pursuant to the Indenture, DVI will have 60 days from the date of
the Notice of Default to cure the purported noncompliance with the
Indenture. Neither the Trustee nor the holders of the Notes may
exercise any remedies until after the 60-day cure period has
elapsed.

DVI is an independent specialty finance company for healthcare
providers worldwide with $2.8 billion of managed assets. DVI
extends loans and leases to finance the purchase of diagnostic
imaging and other therapeutic medical equipment directly and
through vendor programs throughout the world. DVI also offers
lines of credit for working capital backed by healthcare
receivables in the United States. Additional information is
available at http://www.dvi-inc.com


ELAN CORP: Fails to Meet SEC Form 20-F Filing Deadline
------------------------------------------------------
Elan Corporation, plc (NYSE: ELN) did not file with the Securities
and Exchange Commission Elan's Annual Report on Form 20-F for
fiscal 2002 within the 15-day extension period provided under its
previously filed Form 12b-25.

As announced on June 26, 2003, Elan has been in discussions with
the Office of Chief Accountant and the Division of Corporation
Finance of the SEC. The SEC has questioned Elan's historic
accounting treatment, under U.S. Generally Accepted Accounting
Principles, for Elan's qualifying special purpose entity, Elan
Pharmaceutical Investments III, Ltd., and for a related
transaction. Elan is currently evaluating the issues raised by the
SEC and is devoting significant time and resources to completing
and filing its 2002 Form 20-F as expeditiously as practicable.
Elan cannot, however, provide any assurances as to the timing of
the completion of its evaluation or the timing of the filing of
its 2002 Form 20-F.

Elan is focused on the discovery, development, manufacturing, sale
and marketing of novel therapeutic products in neurology, pain
management and autoimmune diseases. Elan shares trade on the New
York, London and Dublin Stock Exchanges.

As reported in Troubled Company Reporter's June 30, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Elan Corp. PLC to 'CCC' from 'B-'. Standard & Poor's
also lowered all of its other ratings on Elan, a specialty
pharmaceutical company, and its affiliates, and the ratings have
been placed on CreditWatch with negative implications.


ENCOMPASS SERVICES: Court Approves Stipulation with Microsoft
-------------------------------------------------------------
Encompass Services Corporation and its debtor-affiliates sought
and obtained a Court order approving their stipulation with
Microsoft Corporation and MSLI GP for the assumption and
assignment of the certain software licenses to RSG Holding Corp.
and Residential Services Group Inc.

The Debtors and Microsoft are parties to a prepetition Enterprise
Agreement and two prepetition Select Agreements pursuant to which
the Debtors have ordered certain software licenses from Microsoft.

In their Court-approved Stipulation, the parties agree that:

     (a) On July 14, 2003, the Debtors will assume the Enterprise
         Agreement and the Select Agreements.  After assumption,
         the Enterprise Agreement and the Select Agreements are
         deemed to immediately expire, notwithstanding anything to
         the contrary in the Agreements;

     (b) Neither the Debtors nor Residential Group will be required
         to pay Microsoft any cure costs or other amounts nor
         provide adequate assurance of future performance pursuant
         to Section 365 of the Bankruptcy Code or otherwise as a
         condition precedent to, or as a result of, the
         assumption of the Enterprise Agreement and the Select
         Agreements.  However, this is provided that Microsoft
         reserves the right to assert that that payment is a
         prerequisite to the issuance of license confirmations for
         licenses other than the 1,000 licenses for which a license
         confirmation is issued;

     (c) Pursuant to the terms of the Enterprise Agreement,
         Microsoft has until November 12, 2003, to provide the
         Debtors with "license confirmation" for 1,000 desktop
         software licenses identified on the license confirmation
         and will take all actions and deliver all documents
         necessary to evidence and effectuate the transfer of the
         licenses;

     (d) Within three business days after the Debtors' receipt of
         the license confirmations, the Debtors will, with
         Microsoft consent, transfer 600 of the 1,000 licenses
         identified on the license confirmation to Residential
         Group.  The Debtors will record the transfer on the face
         of the license confirmation and provide a photocopy to
         Residential Group.  Residential Group accepts the
         applicable product use rights, use restrictions, and
         limitations of liability under the Enterprise Agreement
         and the Select Agreements.

     (e) With respect to the remaining 400 licenses identified on
         the license confirmation, which are not transferred to
         Residential Group, the Debtors may transfer the licenses
         without Microsoft's prior consent notwithstanding any
         contrary provision of the Enterprise Agreement, if the
         licenses are transferred to a person or entity, which has
         purchased assets of the Debtors during the pendency of
         these Chapter 11 cases.  However, this is provided that
         the Debtors will provide written notice of any transfer,
         including the name and address of the transferee within 30
         days of the transfer;

     (f) Microsoft will have an allowed general unsecured
         prepetition claim for $1,158,784 against the Debtors,
         which will be treated in accordance with the Debtors' Plan
         terms;

     (g) None of these provisions will affect the Debtors' right to
         assert an interest in any license other than the 1,000
         licenses, or Microsoft's right to contest on any basis,
         including taking the position that any transferees
         acquired no more rights than the Debtors possessed; and

     (h) These provisions are without prejudice to Microsoft's
         right to seek to enforce the terms of the Enterprise
         Agreement and the Select Agreements, except as modified,
         including transfer restrictions, against the Debtors or
         any third party transferees of Microsoft software and
         licenses, provided that the Debtors reserve all of their
         rights. (Encompass Bankruptcy News, Issue No. 16;
         Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON: Fitch Maintains Ratings Following Bankruptcy Plan Filing
---------------------------------------------------------------
Ratings and the Rating Outlook for Enron Corp. and its affiliated
companies have not been changed by Fitch Ratings following the
filing by ENE of its Chapter 11 bankruptcy plan on July 11, 2003.

ENE's 'D' rating status reflects modest recoveries (initially
estimated by Fitch within the 20%-40% bracket, and now expected to
be at the lower end of this range) and ENE's rating is not
expected to change throughout conclusion of the bankruptcy
process. Under the Plan, ENE unsecured creditors will receive
14.4% of par value and subordinated debt and preferred stock will
have $nil recovery. Recoveries vary for debtors of those other
individual ENE affiliates which have been placed under Chapter 11
protection, reflecting the bias towards individual asset cover
analysis within the Plan, though aggregate recoveries on the debts
of those entities in Chapter 11 looks to average roughly 20%
should the Plan's estimates prove accurate.

ENE affiliates, Northern Border Partners, L.P., Northern Border
Pipeline Company, Portland General Electric Co., and Transwestern
Pipeline Co. have been negatively affected by ENE's bankruptcy
status to varying degrees. Execution of the Plan as proposed and
the separation of the affiliates on a timely basis would be
favorable credit developments. However, the full credit
implications of the Plan have not yet been determined and Fitch
will conduct a fuller analysis of the Plan and underlying
assumptions before taking rating action. Furthermore, delays due
to litigation cannot be ruled out given the scope and complexity
of the bankruptcy estate.

The Plan, which has the support of ENE's independent creditors'
committee and certain other significant creditors, is premised on
compromise and settlement between the several parties to the
bankruptcy in an effort to avoid costly litigation. As proposed,
distributions to creditors under the Plan will be based on
assumptions as to the relative likelihood of substantive
consolidation of the plan debtors. ENE unsecured creditors will
receive the sum of 30% of the distribution the creditors would
have received if the debtors were substantively consolidated and
70% of the distribution the creditors would have received if the
debtors were not substantively consolidated.

In addition, distributions to creditors will be derived from a
common pool consisting of a mixture of cash and the stock of newly
formed subsidiaries, CrossCountry Energy Corp. and
InternationalCo., as well, potentially, as that of PGE.
CrossCountry will be a holding company for ENE's natural gas
pipeline businesses; its principal assets being Transwestern, a
50% ownership in Citrus Corp., and a general partnership interest
in NBP.

InternationalCo. will hold ENE's international infrastructure
assets. The current expectation is that cash will compose two-
thirds of the distribution for most creditors, with stock in the
new subsidiaries forming the remaining third. Details of the
subsidiary valuations implicit in these calculations are not
available at this time, but represent an area where recoveries may
rise or fall materially relative to currently published
expectations. Distributions of cash or stock to creditors will not
begin until confirmation of the Plan by the bankruptcy court.

                     NBP, NBPL, and Transwestern

Under a motion filed with the bankruptcy court on June 24, 2003
relating to the formation of CrossCountry, it is contemplated that
the ownership interests of ENE's domestic pipeline operations
including NBP, NBPL, and Transwestern will be contributed to
CrossCountry for eventual distribution to ENE creditors. The
transfer to CrossCountry will require court approval and is
expected to happen during the third quarter of 2003. It is also
contemplated that entities owned by CrossCountry will be
indemnified by ENE for tax, employee benefits, and certain other
liabilities, removing some investor concern. In particular, the
ownership of Transwestern by CrossCountry is expected to
facilitate efforts by Transwestern to renew or replace its
existing $500 million 364-day secured credit facility that matures
in November 2003. Fitch will review each of the affected
companies' ratings pending further analysis of the implications of
the formation of CrossCountry and distribution of CrossCountry
shares.

                               PGE

PGE's ratings reflect the ongoing challenges arising from its
status as a subsidiary of an insolvent parent, ENE. As outlined in
prior Fitch commentary on PGE's ratings, PGE's standalone
financial characteristics would support higher ratings absent the
linkage to ENE. Nonetheless, Fitch has also recognized the
significant improvement in PGE's liquidity in light of refinancing
activities in 2002 and earlier this year. The current Positive
Rating Outlook assigned to PGE reflects potential for further
positive rating action in the near to medium term. Fitch has
previously identified key drivers for further rating action as
including a reasonable outcome in the pending FERC investigation
into PGE's role in the alleged manipulation of western energy
markets and the emergence of greater clarity within ENE's
bankruptcy process. Progress toward the ultimate approval and
implementation of the proposed plan of reorganization, or lack
thereof, should become evident over the next several months as
administrative proceedings unfold, providing guidance with regard
to the latter issue. ENE's board has also indicated that it is
still in the process of determining definitively whether to sell
PGE prior to a restructuring or distribute the PGE stock as part
of the Plan, as outlined above. Should PGE be the subject of an
acquisition, the ratings would again become subject to more
immediate review based on the plan of acquisition financing that
would then apply.

Enron Corp. affiliate ratings listed below:

      NBP

         -- Senior unsecured debt 'BBB+';
         -- Rating Outlook Negative.

      NBPL

         -- Senior unsecured debt 'A-';
         -- Rating Outlook Negative.

      PGE

         -- Senior secured debt 'BBB-';
         -- Senior unsecured debt 'BB';
         -- Preferred Stock 'B+';
         -- Rating Outlook Positive.

      Transwestern

         -- Senior unsecured debt 'B+' (indicative);
         -- Rating Watch Evolving.


ENRON CORP: Gas Liquids Units Settles Claims Dispute with EOTT
--------------------------------------------------------------
Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
recalls that prior to the Petition Date, Enron Gas Liquids, Inc.
leased the storage capacity at EOTT Energy Liquids, LP's storage
facility located at Mont Belvieu, Texas pursuant to a Storage
Capacity Purchase Agreement dated June 29, 2001.  EGLI rejected
the Storage Agreement through a Stipulation dated April 2, 2002.

As of April 2, 2002, Ms. Gray reports that EGLI owed EOTT
$1,542,465 for storage fees under the Storage Agreement and EGLI
was storing, and continuing to store, various amounts of
isobutylene/mixed butane at EOTT's Mont Belvieu facility.
Although EGLI rejected the Storage Agreement with EOTT, it
nevertheless required storage capacity for the Inventory.
Pursuant to the Stipulation, the parties agreed, inter alia,
that:

     (i) EGLI would pay for storage charges for the Inventory
         stored and the amount would be reduced as the Inventory
         was sold;

    (ii) EOTT could purchase the Inventory on a ratable basis
         between May 1, 2002 and May 31, 2002; and

   (iii) the purchase price of EOTT's purchases would be first
         applied to reduce the administrative storage charges.

Subsequent to the Stipulation, Ms. Gray relates that EOTT
invoiced EGLI for storage of approximately 165,000 barrels of
Inventory.  However, EOTT had taken a total of 117,980 barrels of
EGLI's Inventory from April 2, 2002 until March 31, 2003 without
factoring this reduction in its calculation for the storage
charges.  EGLI estimates that the storage fees incurred from
April 3, 2002 until March 31, 2003 at the Mont Belvieu facility,
as adjusted for the reduction in the Inventory volumes, is
approximately equal to the market price of the Inventory EOTT
took.  Currently, approximately 47,516 barrels of Inventory
remains at the Mont Belvieu facility.

To settle the dispute, the Parties agree to enter into a
Settlement Agreement wherein:

     (a) EOTT and EGLI will terminate the Stipulation;

     (b) EOTT and EGLI will settle the claims arising under the
         Stipulation;

     (c) EGLI will transfer the remaining Inventory to EOTT in
         return for a $1,900,000 payment, free and clear of all
         liens, claims, encumbrances, rights of setoff, recoupment
         and deduction; and

     (d) EGLI and EOTT will release each other from all claims,
         obligations and liabilities under the Stipulation in
         exchange for the Settlement Payment.

Ms. Gray argues that EGLI's entry into the Settlement Agreement is
fair and reasonable under Section 363 of the Bankruptcy Code and
Rule 9019 of the Federal Rules of the Bankruptcy Procedure
because:

     (i) EGLI believes that it provides the best price obtainable
         for the Inventory;

    (ii) EGLI has ceased trading in natural gas liquids, including
         isobutylene/mixed butane, and has no further use of the
         Inventory;

   (iii) terminating the Stipulation monetizes the Inventory for
         EGLI's estate and resolves the issues related to the
         termination of the Stipulation;

    (iv) the Parties are able to resolve the dispute without a
         lengthy and protracted litigation and unnecessary
         expenses; and

     (v) it is a product of arm's-length bargaining between the
         Parties.

Accordingly, EGLI asks the Court to:

     (a) approve the Settlement Agreement;

     (b) authorize the transfer of the Inventory to EOTT free and
         clear of all liens, claims and encumbrances; and

     (c) accept the Settlement Payment due. (Enron Bankruptcy News,
         Issue No. 73; Bankruptcy Creditors' Service, Inc.,
         609/392-0900)


GLOBAL CROSSING: Committee Hires Greenberg as Special Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Global
Crossing Debtors seeks the Court's authority to retain Greenberg
Traurig, LLP as special conflicts counsel, nunc pro tunc to
June 2, 2003. Greenberg will review and analyze alternative bids
for the GX Debtors' stock and assets made by XO Communications,
Inc. or its affiliates and present to the Court the Committee's
view regarding these bids.

Committee Chairman Joel L. Klein reminds the Court that on May 30,
2003, XO Communications, Inc. proposed a bid to purchase the GX
Debtors' assets.  By e-mail communication that day, the counsel to
the Committee, Brown Rudnick Berlack Israels LLP, informed the
Committee of the Firm's potential conflict of interest with
respect to the Proposed XO Bid, and called an emergency conference
call meeting of the Committee on June 2, 2003 to select a special
conflicts counsel.

At the June 2 meeting, Mr. Klein reports that the Committee
selected Greenberg Traurig as special conflicts counsel to review
and analyze the Proposed XO Bid and other possible bids that might
be forthcoming from XO Communications, Inc. or its affiliates to
purchase the GX Debtors' stock and assets.  The need to select
special conflicts counsel on an expedited basis arose from the
impending hearing on the GX Debtors' request to amend the Chapter
11 Plan of Reorganization to confirm Singapore Technologies
Telemedia Pte Ltd. as the sole Investor under the Plan.
Accordingly, the Committee sought an expedited review of the
Proposed XO Bid to respond to the Plan Amendment Request.

The Committee and its professionals have continued to review the
Proposed XO Bid and might be required to review other bids which
might be forthcoming from XO before the ST Telemedia purchase
receives regulatory approval and closes.  Although the Committee
has not yet received it, XO is reported in the press to have made
a modified bid.  The Committee requires the continuing assistance
of a special conflicts counsel to review the XO Bids.

Mr. Klein believes that Greenberg Traurig is well qualified to
represent the Committee in these cases with respect to the XO
Bids in a cost-efficient and timely manner.  Greenberg Traurig
has been involved in these cases since March 2002, when it began
its representation of the Subcommittee, and has participated
extensively in the Committee's deliberations in these cases and
in the structuring of the Chapter 11 plan.  The Committee selected
Greenberg Traurig based on this past experience in these cases,
due to the need to conduct an immediate review of the Proposed XO
Bid and respond adequately to the pending Plan Amendment Request.

Greenberg Traurig is expected to:

     A. assist the Committee with respect to the review,
        investigation and analysis of the XO Bids;

     B. provide the Committee with legal advice with respect to its
        rights, duties and powers in these cases with respect to
        the XO Bids;

     C. prepare reports, pleadings, motions, applications,
        objections and other papers as may be necessary in
        furtherance of the Committee's position with respect to the
        XO Bids;

     D. consult, discuss and negotiate with the Debtors, their
        counsel, the accountants and financial advisors for the
        Debtors, the Committee, its lead counsel, other
        professionals retained in these cases, the United States
        Trustee, and XO and their counsel, accountants and
        financial advisors, arising from or related to the XO Bids;
        and

     E. represent the Committee in hearings and other judicial
        proceedings as necessary in furtherance of the Committee's
        position with respect to the XO Bids.

Greenberg Traurig has previously conducted an extensive conflicts
check in connection with its retention as counsel to the
Subcommittee.  Greenberg Traurig will be compensated in accordance
with the same terms and conditions of its retention by the
Subcommittee, and in accordance with all orders of this Court
applicable to the compensation of Committee professionals. (Global
Crossing Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GRUPO IUSACELL: Default Waiver Extended to August 14, 2003
----------------------------------------------------------
Grupo Iusacell, S.A. de C.V. (BMV:CEL) (NYSE:CEL) previously
publicly announced that its subsidiary, Grupo Iusacell Celular,
S.A. de C.V., received an additional extension of the temporary
Amendment and Waiver of certain provisions and defaults under its
US$266 million Amended and Restated Credit Agreement, dated as of
March 29, 2001.

As extended, the Amendment is now scheduled to expire on
August 14, 2003. The Amendment contains covenants, expiring on
August 14, 2003, which restrict Iusacell Celular from making any
loans, advances, dividends or other payments to the Company and
require a proportionate prepayment of the loan under the Credit
Agreement if Iusacell Celular makes any principal or interest
payments on any of its indebtedness for borrowed money, excluding
capital and operating leases.

Accordingly, Iusacell Celular has determined that, pending
agreement with its lenders on a restructuring plan, it will not
make the US$7.5 million interest payment due on July 15, on its
10% bonds due 2004. Iusacell Celular has a 30-day period after
July 15 within which to make the interest payment. If the interest
payment is not made within the 30-day period, an event of default
would occur under the Indenture governing the bonds, and the
bondholders would have the right to declare the principal of and
accrued interest under the bonds due and payable or take other
legal actions specified in the Indenture, as they deem
appropriate.

Grupo Iusacell, S.A. de C.V., (NYSE:CEL) (BMV:CEL) is a wireless
cellular and PCS service provider in seven of Mexico's nine
regions, including Mexico City, Guadalajara, Monterrey, Tijuana,
Acapulco, Puebla, Leon and Merida. The Company's service regions
encompass a total of approximately 92 million POPs, representing
approximately 90% of the country's total population.


GRUPO IUSACELL: Appoints Jose Luis Riera as CFO
-----------------------------------------------
Movil Access, S.A. de C.V., a Mexican telecommunications service
provider, subsidiary of Biper, S.A. de C.V. (BMV: MOVILAB), a
Grupo Salinas company, announced that Gustavo Guzman will appoint
Jose Luis Riera as company CFO of Grupo Iusacell. The appointment
will become effective upon closing of the tender offers commenced
by Movil@ccess, which is currently scheduled to occur on July 29,
2003.

Mr. Riera is currently General Director of Corporate Finance for
Grupo Salinas, overseeing several financial transactions for the
different Grupo Salinas companies.

"Jose Luis brings invaluable corporate finance experience and
negotiating skills to Grupo Iusacell," said Gustavo Guzman,
designed CEO of Grupo Iusacell. "We are building a highly
qualified financial team for the company; this will prove to be of
essence for the success of the company once we assume formal
control in less than two weeks."

Mr. Riera has been with Grupo Salinas for over five years, where
he has occupied several key financial positions. Past positions
include general director of corporate finance at Grupo Elektra,
and company CFO of Unefon, a cellular operator.

Mr. Riera holds a BA in Industrial Engineering from Universidad
Panamericana, and an MBA in Executive Management from the
Instituto Panamericano de Alta Direccion de Empresas (IPADE).

Grupo Salinas is a group of Mexican companies owned or controlled
by the family of Ricardo Salinas Pliego.  Grupo Salinas includes
TV Azteca, Elektra, Unefon, Biper, Todito.com, Telecosmos and
Movil Access.  Movil Access provides personal communication
services of narrow band, or "two-way paging," commercially known
as the "portable e-mail service," and the marketing and/or sale of
personal interactive communication terminals.  Biper is in the
telecommunication service provider business.


HEADWAY CORP: Gets Nod to Employ Ordinary Course Professionals
--------------------------------------------------------------
Headway Corporate Resources, Inc., asks for approval from the U.S.
Bankruptcy Court for the Southern District of New York to continue
the employment of the professionals it utilizes in the ordinary
course of its businesses, without the submission of separate
employment applications, affidavits, and the issuance of separate
retention orders for each such individual professional.

The Debtor want to pay each Ordinary Course Professional, 100% of
the fees and disbursements incurred, upon the submission of an
appropriate invoice setting forth in reasonable detail the nature
of the services rendered and disbursements actually incurred, up
to $10,000 per month per Ordinary Course Professional or $50,000
per Ordinary Course Professional, in the aggregate, during the
chapter 11 case.

The Ordinary Course Professionals will render services similar to
those they rendered prior to the Commencement Date. These
professionals perform legal, insurance consulting, investor
relations, and benefits administration work for Headway that
impact Headway and the day-to-day operations of its Non-Debtor
Subsidiaries.

The Debtor submits that it is essential that the employment of the
Ordinary Course Professionals, many of whom are already familiar
with the affairs of Headway and the Non-Debtor Subsidiaries, be
continued on an ongoing basis so as to avoid disruption of
Headway's and its Non-Debtor Subsidiaries' day-to-day business
operations. The Debtor further relates that that the proposed
employment of the Ordinary Course Professionals and the payment of
monthly compensation are in the best interest of its estate and
its creditors. Such employment will save the estate the
substantial expenses associated with applying separately for the
employment of each professional.

Headway Corporate Resources, Inc., headquartered in New York, New
York, provides human resource and staffing services. The Company
filed for chapter 11 protection on July 1, 2003 (Bankr. S.D.N.Y.
Case No. 03-14270).  Jeffrey L. Tanenbaum, Esq., at Weil, Gotshal
& Manges, LLP, represents the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed estimated assets of over $10 million and estimated debts of
more than $50 Million.


HUGHES ELECTRONIC: 2nd Quarter Results Show Marked Improvement
--------------------------------------------------------------
Hughes Electronics Corporation, a world-leading provider of
digital television entertainment, broadband satellite networks and
services, and global video and data broadcasting, reported that
second quarter 2003 revenues increased 8.1% to $2,370.7 million
compared with $2,192.3 million in the second quarter of 2002.
Operating profit before depreciation and amortization for the
quarter increased 167.0% to $404.7 million and operating profit
increased to $140.0 million compared with operating profit before
depreciation and amortization of $151.6 million and an operating
loss of $98.7 million in the same period of 2002. In addition,
HUGHES had second quarter 2003 net income of $21.6 million
compared to a net loss of $155.1 million in the same period of
2002.

"Continued strong performance by our DIRECTV U.S. business drove
HUGHES' revenues and operating profit before depreciation and
amortization growth in the quarter," said Jack A. Shaw, HUGHES'
president and chief executive officer. "In particular, DIRECTV
U.S. achieved revenue growth of over 16% to $1.8 billion and more
than doubled its operating profit before depreciation and
amortization to an all-time record of $325 million in the quarter.
These results reflect continued solid subscriber growth including
181,000 net additions in the second quarter, a $2.80 increase in
ARPU -- or average monthly revenue per subscriber -- to nearly
$61, and significant improvement in operating profit margins.
Primarily due to these strong results, we are increasing both the
HUGHES and DIRECTV U.S. full year 2003 guidance for revenue,
operating profit before depreciation and amortization, operating
profit and cash flow."

Shaw added, "Hughes Network Systems, or HNS, also contributed to
growth in both our revenue and operating profit before
depreciation and amortization in the quarter due to solid
performance in their set-top box and broadband consumer
businesses. The revenue and operating profit before depreciation
and amortization comparison in the quarter was also impacted by
the additional revenues generated and losses recognized in 2002
from the World Cup programming provided by DIRECTV Latin America."

Shaw finished, "Over the past two years, we have executed on a
growth strategy that focuses on cost management and cash flow, and
as a result, we reached another important milestone in the
quarter: net income. In fact, excluding one-time gains related to
the sale of businesses, this is the first time since early 1999
that HUGHES has generated net income. In addition, HUGHES
generated positive cash flow for the second consecutive quarter."

HUGHES had second quarter 2003 net income of $21.6 million
compared to a net loss of $155.1 million in the same period of
2002. This increase was principally due to an increase in
operating profit driven by the DIRECTV U.S., DIRECTV Latin America
and HNS operational improvements mentioned above, lower interest
expense primarily related to a charge of $47 million for losses
associated with the final settlement of a contractual dispute with
General Electric Capital Corporation in 2002 and lower net losses
at DIRECTV Broadband, now accounted for as a discontinued
operation due to its shutdown on February 28, 2003. These
improvements were partially offset by income tax expense in the
second quarter of 2003 compared with an income tax benefit in the
same period of 2002 due primarily to HUGHES generating pre-tax
income instead of pre-tax losses. Also impacting the second
quarter of 2002 was a $37 million gain resulting from the
favorable resolution of remaining contingencies associated with
the exit from the DIRECTV Japan business (recorded in Other, net).

                  SIX-MONTH FINANCIAL REVIEW

For the first half of 2003, revenues increased 9.0% to $4,598.0
million, compared to $4,217.1 million in the first half of 2002
primarily due to continued subscriber growth and higher ARPU at
DIRECTV U.S. and increased sales of set-top boxes at HNS,
partially offset by higher DIRECTV Latin America revenues in 2002
associated with the World Cup programming services and a larger
sub-base, and further devaluations in 2003 to several Latin
American currencies.

Operating profit before depreciation and amortization for the
first six months of 2003 was $709.7 million and operating profit
before depreciation and amortization margin was 15.4%, compared to
operating profit before depreciation and amortization of $316.1
million and operating profit before depreciation and amortization
margin of 7.5% in the first half of 2002. The 124.5% increase in
operating profit before depreciation and amortization and the
corresponding increase in margin were primarily attributable to
the additional gross profit gained from the DIRECTV U.S. revenue
growth, reduced losses from the World Cup programming at DIRECTV
Latin America and improved efficiencies associated with HNS'
larger residential and small office/home office DIRECWAY(R)
subscriber base. Also impacting the 2002 operating profit before
depreciation and amortization results was a charge of $48 million
related to the GECC settlement and a $95 million one-time gain
based on the favorable resolution of a lawsuit filed against the
U.S. government on March 22, 1991. The lawsuit was based upon the
National Aeronautics and Space Administration's breach of contract
to launch ten satellites on the Space Shuttle.

HUGHES' operating profit for the first six months of 2003 was
$181.9 million compared with an operating loss of $186.4 million
in the first half of 2002. The improvement was due to the higher
operating profit before depreciation and amortization partially
offset by higher depreciation and amortization expense,
particularly at DIRECTV U.S. resulting from the launch of two new
satellites and additional infrastructure expenditures made during
the last year.

For the first six months of 2003, HUGHES had a net loss of $29.3
million compared to a net loss of $992.8 million in the same
period of 2002. The improvement was primarily due to a first
quarter 2002 charge associated with HUGHES' adoption of Statement
of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" of $681.3 million, recorded as "Cumulative
effect of accounting change, net of taxes." Also contributing to
the change was the improved 2003 operating profit discussed above,
a 2002 net interest expense charge of $74 million related to the
GECC settlement and higher losses in 2002 at DIRECTV Broadband.
These improvements were partially offset by the higher income tax
benefit generated in 2002 resulting from the larger pre-tax loss.

           SEGMENT FINANCIAL REVIEW: SECOND QUARTER 2003

Direct-To-Home Broadcast

Second quarter 2003 revenues for the segment increased 9.4% to
$1,943.1 million from $1,776.3 million in the second quarter of
2002. The segment had operating profit before depreciation and
amortization of $299.4 million compared with operating profit
before depreciation and amortization of $60.5 million in the
second quarter of 2002. Operating profit for the segment was
$129.9 million in the second quarter of 2003 compared to an
operating loss of $85.2 million in the same period of 2002.

Also, on February 28, 2003, HUGHES completed the shutdown of the
DIRECTV DSL(TM) service. DIRECTV Broadband is now accounted for as
a discontinued operation in the consolidated financial statements
and its revenues, operating costs and expenses, and non-operating
results are no longer included in the Direct-To-Home Broadcast
segment for the periods presented.

United States: Excluding subscribers in the National Rural
Telecommunications Cooperative territories, DIRECTV U.S. added
633,000 gross subscribers and after accounting for churn, 181,000
net subscribers in the quarter. DIRECTV U.S. owned and operated
subscribers totaled 9.95 million as of June 30, 2003, 10.7% more
than the 8.99 million cumulative subscribers as of June 30, 2002.
For the second quarter of 2003, the total number of subscribers in
NRTC territories fell by 45,000, reducing the total number of NRTC
subscribers as of June 30, 2003, to 1.61 million. As a result, the
DIRECTV U.S. platform ended the quarter with 11.56 million total
subscribers.

DIRECTV U.S. reported quarterly revenues of $1,800.2 million, an
increase of 16.2% from last year's second quarter revenues of
$1,549.6 million. The increase was primarily due to continued
strong subscriber growth as well as higher ARPU. ARPU increased
approximately $2.80 to $60.90 in the quarter primarily due to a
March 2003 price increase, increased customer purchases of local
channels, as well as additional fees from the increased number of
customers that have multiple set-top receivers.

Operating profit before depreciation and amortization for the
second quarter of 2003 more than doubled to a record $324.8
million compared to operating profit before depreciation and
amortization of $156.6 million in last year's second quarter. The
107.4% increase was due to the additional gross profit gained from
the DIRECTV U.S. increased revenue, an improved mix of higher-
margin revenues primarily related to increased sales of local
channel packages and fees from customers that have multiple set-
top receivers, and the favorable impact from a continued emphasis
on cost management.

Operating profit in the quarter increased to $200.7 million
compared to an operating profit of $60.6 million in the second
quarter of 2002. The improved operating profit was primarily due
to the reasons discussed above for the change in operating profit
before depreciation and amortization partially offset by increased
depreciation and amortization related to the launch of DIRECTV 5
in May of 2002, and additional infrastructure expenditures made
during the last year.

Latin America: On March 18, 2003, DIRECTV Latin America, LLC
announced that in order to aggressively address the company's
financial and operational challenges, it had filed a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code. The filing applies only to DIRECTV Latin America,
LLC, a U.S. company, and does not include any of its operating
companies in Latin America and the Caribbean. DIRECTV Latin
America, LLC and its operating companies are continuing regular
operations.

The DIRECTV service in Latin America lost 35,000 net subscribers
in the second quarter of 2003 primarily due to the negative market
impact related to the Chapter 11 reorganization and the economic
turmoil in Venezuela. The total number of DIRECTV subscribers in
Latin America as of June 30, 2003, was approximately 1,493,000
compared to about 1,669,000 as of June 30, 2002, representing a
decline of approximately 10.5%.

Revenues for DIRECTV Latin America declined to $143 million in the
quarter from $227 million in the second quarter of 2002 primarily
due to the higher 2002 revenues generated from the World Cup
soccer tournament, the devaluation of the Venezuelan and Mexican
currencies over the past year, as well as the reduced number of
subscribers.

DIRECTV Latin America recorded an operating loss before
depreciation and amortization of $29 million in the quarter
compared to an operating loss before depreciation and amortization
of $99 million in the same period of 2002. The operating loss in
the quarter was $74 million compared to an operating loss of $148
million in the second quarter of 2002. The smaller operating loss
before depreciation and amortization and lower operating loss were
primarily due to the $75 million loss associated with the World
Cup in 2002 and aggressive cost cutting over the past year
including programming cost reductions resulting from the rejection
of certain contracts in connection with the Chapter 11
reorganization, partially offset by a decline in gross profit
related to the lower revenues.

Satellite Services

PanAmSat Corporation, which is approximately 81%-owned by HUGHES,
generated second quarter 2003 revenues of $203.5 million compared
with $209.3 million in the same period of the prior year. The
decrease was primarily due to higher occasional-use revenues
booked in 2002 related to the World Cup partially offset by
additional revenues recorded in 2003 related to PanAmSat's new G2
Satellite Solutions division, which was formed after the
acquisition of Hughes Global Services on March 7, 2003.

Operating profit before depreciation and amortization for the
quarter was $149.3 million and operating profit before
depreciation and amortization margin was 73.4%, compared with
second quarter 2002 operating profit before depreciation and
amortization of $150.7 million and operating profit before
depreciation and amortization margin of 72.0%. The decrease in
operating profit before depreciation and amortization was
primarily due to the lower revenues, partially offset by improved
operational efficiencies.

PanAmSat generated operating profit of $74.4 million in the second
quarter of 2003 compared with operating profit of $61.0 million in
the same period of 2002. The improved operating profit was
primarily due to reduced satellite depreciation expense partially
offset by the operating profit before depreciation and
amortization changes discussed above.

As of June 30, 2003, PanAmSat had contracts for satellite services
representing future payments (backlog) of approximately $5.30
billion compared to approximately $5.46 billion at the end of the
first quarter of 2003.

Network Systems

HNS generated second quarter 2003 revenues of $299.6 million
compared with $254.4 million in the second quarter of 2002. The
increase was principally due to higher sales of DIRECTVr receiver
systems and revenues from the larger DIRECWAY residential and SOHO
subscriber base. HNS shipped 750,000 DIRECTV receiver systems in
the second quarter of 2003 compared to 512,000 units in the same
period last year. Additionally, as of June 30, 2003, DIRECWAY had
approximately 166,000 residential and SOHO subscribers in North
America compared to 123,000 one year ago, representing an increase
of approximately 35.0%.

HNS reported an operating loss before depreciation and
amortization of $9.2 million compared to an operating loss before
depreciation and amortization of $27.0 million in the second
quarter of 2002. The operating loss in the quarter was $29.8
million compared to an operating loss of $43.6 million in the
second quarter of 2002. The smaller operating loss before
depreciation and amortization and operating loss was primarily
attributable to a smaller loss in the residential and SOHO
DIRECWAY business due to improved efficiencies associated with the
larger subscriber base, and increased revenues and margins in the
set-top box business.

                          BALANCE SHEET

From December 31, 2002, to June 30, 2003, the company's
consolidated cash balance increased $2,056.8 million to $3,185.4
million and total debt increased $1,891.0 million to $5,008.8
million. These changes resulted in a decline in net debt of $165.8
million to $1,823.4 million. Net debt is defined as the difference
between the consolidated cash balance and the consolidated debt
balance of HUGHES. The change in net debt was primarily driven by
the strong operational performance at DIRECTV U.S.

In the first quarter of 2003, DIRECTV U.S. completed several
financing transactions. On February 28, DIRECTV U.S. closed a $1.4
billion senior notes offering. The $1.4 billion senior notes were
offered in a Rule 144A / Regulation S private placement and bear
interest at an 8.375 percent annual rate, payable semi-annually.
The notes will mature on March 15, 2013, and are callable on or
after March 15, 2008. The notes are guaranteed by all of DIRECTV
U.S.' domestic subsidiaries. On March 6, DIRECTV U.S. closed
senior secured credit facilities totaling $1.675 billion. The
facilities consist of a $250 million five-year revolving credit
facility, a $375 million five-year Term A loan and a $1.05 billion
seven-year Term B loan. The Term A loan includes a $200 million
delayed draw component. The facilities are secured by
substantially all of DIRECTV U.S.' assets and are guaranteed by
all of DIRECTV U.S.' domestic subsidiaries. Approximately $2.56
billion of the proceeds from the financings, after transaction
fees, were distributed to HUGHES and used by HUGHES to repay $506
million of outstanding short-term debt. These proceeds are
expected to fund HUGHES' business plan through projected cash flow
breakeven and fund HUGHES' other corporate purposes.

As announced on July 15, HUGHES and The Boeing Company reached an
agreement whereby HUGHES will pay Boeing $360 million to settle
the outstanding purchase price adjustment disputes arising from
Boeing's October 2000 acquisition of HUGHES' satellite
manufacturing operations. The payment will be made to Boeing in
the month of July, 2003.

Also subsequent to the end of the second quarter, on July 14,
2003, PanAmSat made an optional prepayment of $350 million under
its $1.25 billion credit facility from available cash on hand due
to strong financial performance over the past year. The prepayment
was applied pro rata against PanAmSat's Term Loan A and Term Loan
B. PanAmSat maintains a cash position of over $500 million and an
unused credit line of an additional $250 million.

Hughes Electronics Corporation is a unit of General Motors
Corporation. The earnings of HUGHES are used to calculate the
earnings attributable to the General Motors Class H common stock
(NYSE: GMH).

As reported in Troubled Company Reporter's April 11, 2003 edition,
Standard & Poor's Ratings Services revised its CreditWatch listing
on Hughes Electronics Corp. and related entities to positive from
developing following the company's announcement that News Corp.
Ltd., (BBB-/Stable/--) will acquire 34% of the company. The
ratings had been on CreditWatch developing, reflecting uncertainty
regarding Hughes' future ownership.

Following a review of Hughes' operating and financial prospects
under its new ownership structure, a ratings upgrade could occur
once the deal is completed. However, the magnitude of a
potential upgrade may be constrained in light of News Corp.'s
minority stake.

Ratings List:              To                   From

Hughes Electronics Corp.
   Corporate credit       B+/Watch Pos/--      B+/Watch Dev/--

DirecTV Holdings LLC
   Senior secured debt    BB-/Watch Pos/--
   Senior unsecured debt  B/Watch Pos/--

PanAmSat Corp.
   Corporate credit       B+/Watch Pos/--      B+/Watch Dev/--
   Senior secured debt    BB-/Watch Pos/--     BB-/Watch Dev/--
   Senior unsecured debt  B-/Watch Pos/--      B-/Watch Dev-


HUGHES: Agrees to 2000 Asset Sale Purchase Price Adjustment
-----------------------------------------------------------
Boeing (NYSE: BA) and Hughes Electronics Corporation agreed to a
purchase price adjustment stemming from the October 2000 Boeing
acquisition of Hughes' satellite manufacturing operations.

Under the terms of the agreement, Hughes will pay an aggregate
$360 million in cash to Boeing as partial refund on the original
$3.75 billion purchase price for the Hughes satellite
manufacturing operations, renamed Boeing Satellite Systems. These
payments are expected to have no material impact on the company's
2003 earnings.

The agreement settles all outstanding purchase price adjustment
disputes between the companies stemming from the transaction.

In connection with the settlement, BSS and the Hughes Electronics
subsidiary Hughes Network Systems agreed to restructure the
contract under which BSS is building the Spaceway broadband
satellite system. The restructured contract revises certain
schedule, technical and insurance provisions.

"We are pleased to put these matters behind us and look forward to
our continued productive partnership with Hughes, including next
year's launch of the first Hughes Spaceway satellite," said Dave
Ryan, vice president and general manager of BSS. "This mutually
acceptable restructuring of the Spaceway contract serves to
emphasize that Boeing and Hughes are continuing to work together
closely to achieve program success."

Hughes will also release Boeing from its agreement to defray
certain Hughes expenses in connection with the two companies'
settlement with the U.S. Department of State regarding the China
launch issues of the mid-1990s.

A unit of The Boeing Company, Boeing Integrated Defense Systems is
one of the world's largest space and defense businesses.
Headquartered in St. Louis, Boeing Integrated Defense Systems is a
$25 billion business. It provides systems solutions to its global
military, government and commercial customers. It is a leading
provider of intelligence surveillance and reconnaissance; the
world's largest military aircraft manufacturer; the world's
largest satellite manufacturer and a leading provider of space-
base communications; the primary systems integrator for U.S.
missile defense; NASA's largest contractor; and a global leader in
launch services.


INDIANAPOLIS POWER: Fitch Ups Low-B Senior Unsecured Debt Rating
----------------------------------------------------------------
Fitch Ratings has upgraded the following ratings of Indianapolis
Power & Light Company (IP&L):

      -- First mortgage bonds to 'BBB' from 'BBB-';

      -- Senior unsecured debt to 'BBB-' from 'BB+'.

Fitch has also affirmed IP&L's preferred stocks rating at 'BB+'
and its parent IPALCO Enterprises Inc.'s senior unsecured rating
at 'BB'. The Rating Outlook for IP&L and IPALCO has been revised
to Stable from Negative, reflecting the recent Rating Outlook
revision at their ultimate parent The AES Corp.

On a standalone basis, IP&L has credit measures and business
profile that are comparable to peers in the 'AA' rating category.
However, credit ratings of IP&L and its immediate parent IPALCO
reflect the ownership by a highly leveraged ultimate parent, AES
Corp., (senior unsecured debt rated 'B' by Fitch). The rating
constraint of IP&L by AES considers the fact that IP&L is not
entirely insulated from the credit risk of its ultimate parent,
despite the various existing regulatory and contractual ring-
fencing mechanisms that limit IP&L's ability to make upstream
dividend payments. Alongside the stabilization of the credit
profile of AES at the 'B' level on an unsecured basis, the rating
upgrade of IP&L does recognize an additional insulation from AES
provided by a recent Indiana Utility Regulatory Commission Order
regarding IP&L's dividend policy.

Specifically, the IURC Order, expiring in 2006, stipulates that
IP&L must file a notice with the IURC 20 days in advance of any
dividend disbursement. This notice must include the following
items: amount of proposed dividend; amount of dividends
distributed over the past 12 months; income statement for the same
period; most recent balance sheet; IP&L's capitalization as of the
close of the preceding month, as well as a pro-forma
capitalization giving effect to the proposed dividend with
sufficient detail to indicate the amount of retained earnings
following distribution. Fitch believes the intent of the IURC
order is not to prevent IP&L from paying future dividends to its
parent in the ordinary course of prudent business operations but
to ensure that IP&L provides reliable customer service, maintains
low rates and retains a strong financial profile. Fitch believes
that a continuation of dividend payments in line with historical
pay-outs would be highly unlikely, in itself, to lead to a
material impairment of IP&L's credit profile, given the current
low leverage of the utility.

Consequently the ratings of IP&L and of IPALCO are predicated on
the assumption that dividend flow, in line with a reasonable band
around historical pay-out amounts, will continue over coming
years. This assumption also underlies Fitch's analysis for the
ratings of ultimate parent AES Corp.

As an integrated utility with a reserve margin of around 15%, IP&L
enjoys a strong competitive position characterized by low cost
generation resulting in one of the lowest rates in the eastern
region of the U.S. About 99% of the company's power generated
(3,224 MW net summer capability) is coal-fired, and the company's
coal supplies are economical and are provided under long-term coal
contracts diversified among several Indiana suppliers. IP&L has a
fuel adjustment clause that allows the pass through to customers
energy costs above $77/MWh. IP&L is burdened by neither uneconomic
purchase power contracts, nor any other material stranded costs.
Another credit strength is Indiana's reasonably supportive
regulatory environment. The Indiana legislature is not expected to
pass any electric restructuring legislation in the foreseeable
future. Financially, IP&L's projected credit protection ratios
will continue to be very strong with EBITDA/Interest coverage
expected to lie in the vicinity of 7 times and Debt/EBITDA to
increase only slightly to exceed 2002's 1.5x.

IP&L's ratings also consider the company's exposure to evolving
environmental standards on coal-fired generation and the under-
funded status of its pension plans. In the next three years, IP&L
plans to spend about $227 million to reduce the NOx emission to
meet Environmental Protection Agency-mandated standards. As a
result, its internally generated cash flows will not be sufficient
to cover capital expenditures in the near term. However, IP&L has
access to sufficient liquidity and capital markets to meet these
needs. Its short-term liquidity is supported by two bank credit
facilities totaling $110 million that expire in mid-2004. IP&L
funded $20 million to its pension plan in January 2003 and $25
million in July 2003. Depending on the timing of contributions and
other factors, the company anticipates additional program-related
cash contributions for pension benefits of approximately $94
million to $124 million through 2005.

The ratings of intermediate parent company IPALCO reflect its
reliance on dividend payments from its sole subsidiary IP&L to
service IPALCO debt obligations and to pay for IPALCO corporate
overheads and taxes. In addition, IPALCO does not maintain any
committed credit facilities of its own. The $750 million of
standalone debt on IPALCO's balance sheet exceeds the $622 million
gross debt of operating utility IP&L. Thus, the economic burden of
supporting IPALCO's debt-servicing requirements acts as an
additional and material, though not incremental, constraint upon
IP&L's current ratings. Positively, IPALCO's ability to issue
additional debt is limited by its achieving at least investment
grade rating status, and to funding necessary or existing business
activities, as stipulated by existing IPALCO bond indentures.

IP&L is a wholly owned subsidiary of IPALCO Enterprises, Inc.,
which was acquired by The AES Corporation on March 27, 2001 AES
for $2.2 billion through an exchange of shares. IP&L, a regulated
public utility, principally engages in providing electric service
to 450,000 customers in the Indianapolis metropolitan area.


INTEGRATED HEALTH: Wants Lease Decision Time Extended to Sept 30
----------------------------------------------------------------
As of the Petition Date, Integrated Health Services, Inc., and its
debtor-affiliates were parties to more than 1,500 unexpired non-
residential real property leases and subleases, including 230
Unexpired Leases relating to facilities in the Long Term Care
Division and 200 Unexpired Leases used in connection with the
Symphony Division.

In connection with the Plan, the Debtors sought and obtained the
Court's authority to assume certain of the Unexpired Leases,
subject to and conditioned on the occurrence of the Effective
Date under the Plan.  With respect to all Unexpired Leases which
have not been assumed or rejected and are not the subject of a
motion to assume or reject pending on the Effective Date, the
Plan provides for the "deemed" rejection of those Unexpired
Leases after the occurrence of the Effective Date.  The Debtors
have made a number of assumption/rejection decisions, which will
not be final prior to the occurrence of the Effective Date.

The Debtors' assumption/rejection decisions with respect to
certain of the Unexpired Leases are predicated on the consummation
of the Briarwood Agreement and implementation of the Sale
Transactions and will not become effective until the occurrence of
the Effective Date.  The Debtors expected the Plan to be
consummated by June 30, 2003.  As a result of unanticipated
delays, it is now clear that the Plan was not consummated.  Given
the current status of the reorganization efforts, the Debtors
require additional time to preserve the status quo with respect to
the Unexpired Leases.

Accordingly, by this motion, the Debtors ask the Court to further
extend their lease decision period through and including September
30, 2003, without prejudice to their ability to request a further
extension after notice and a hearing with respect to a particular
Unexpired Lease.

Joseph M. Barry, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, asserts that the Debtors' Unexpired
Leases are an integral part of their business operations.  Much
of the Debtors' remaining business operations involve providing
comprehensive long-term health care services to the elderly and
the infirm.  These operations necessarily require facilities
specifically tailored to the provision of this type of care.
Accordingly, the Debtors' determinations to assume or reject the
Unexpired Leases must be reasoned and informed.

In May 2003, the Plan was confirmed, and the Court approved the
conditional assumption of certain Unexpired Leases, contingent on
the occurrence of the Effective Date of the Plan.  However, given
the existing state of uncertainty with respect to whether the
Sale Transactions will be implemented and when the Effective Date
will likely occur, the Debtors urgently need additional time to
reserve final decision on the assumption or rejection of Unexpired
Leases.  The Debtors hope that these uncertainties will be
resolved quickly but believe that a 90-day extension is necessary
to allow the Debtors flexibility to exercise reasonable business
judgment in determining how best to proceed under the Plan or
otherwise.

As providers of post-acute and related specialty healthcare
services, the Debtors must forfend any inadvertent or forced
closure of a long-term care facility that would adversely affect
the health and welfare of the facility's residents.  Thus, it is
important that the status quo be maintained so that the decisions
to assume or reject the Unexpired Leases are made in an orderly
manner without adverse consequences for the residents.

The Debtors have used the prior extensions to make significant
progress -- in some cases, by effectuating consensual operations
transfers, and in others, by making reasoned economic decisions
to assume certain Unexpired Leases and continuing operations at
those facilities.  Thus, the Court should permit the Debtors to
continue to use their business judgment to make the
assumption/rejection decisions on a reasonable timetable.

Mr. Barry asserts that the Debtors should not be compelled to
make precipitous decisions as to lease assumption or rejection
and perhaps inadvertently reject a valuable lease or prematurely
assume a burdensome lease and incur substantial administrative
obligations.  Rather, this decisional process must be carried out
in a rational and orderly manner so as to benefit the Debtors'
estates, their creditors and all other parties-in-interest.

It should be noted that the lessors in respect of the Unexpired
Leases will not be prejudiced by the requested extension because
the Debtors have performed and will continue to perform in a
timely manner their postpetition obligations under the Unexpired
Leases, except with respect to those obligations, which are the
subject of bona fide disputes and any lessor may request the
Court to fix an earlier date by which the Debtors must assume or
reject its lease in accordance with Section 365(d)(4) of the
Bankruptcy Code.

Mr. Barry asserts that extending the lease decision period will
promote the Debtors' ability to maximize the value of their
estates, avoid the incurrence of needless administrative expenses
by minimizing the likelihood of an inadvertent rejection of a
valuable lease or premature assumption of a burdensome one, and,
most importantly, best serve the health and safety of facility
residents.

The Court will convene a hearing on July 21, 2003 to consider the
Debtors' request.  By application of Del.Bankr.LR 9006-2, the
Debtors' lease decision deadline is automatically extended
through the conclusion of that hearing. (Integrated Health
Bankruptcy News, Issue No. 61; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


JACUZZI BRANDS: Fitch Assigns 3 Low-B Facility & Debt Ratings
-------------------------------------------------------------
Fitch Ratings has upgraded its indicative senior unsecured rating
on Jacuzzi Brands, Inc. to 'B' from 'B-' following the closing of
the refinancing of the company's debt. In addition, the following
ratings have been assigned to the company's new debt.

         -- $200 million asset based bank credit facility maturing
            in 2008 'BB';

         -- $65 million term loan due 2008 'BB-';

         -- $380 million 9.625% senior secured notes due 2010 'B'.

The Rating Outlook is Stable.

Proceeds from the new debt have been used to repay outstanding
debt under the existing credit facilities and fund the redemption
of the company's existing senior notes. Upon redemption of the
existing notes, Fitch's 'B' ratings on the company's existing $133
million 11.25% senior secured notes due 2005, $70 million 7.25%
senior secured notes due 2006, and $300 million senior secured
bank facilities due 2004 will be withdrawn as these issues will
have been fully repaid.

Borrowers under the asset based revolving credit facility and the
term loan include Jacuzzi Brands, Inc. and certain of its domestic
operating subsidiaries, USI Global Corp. and Zurn Industries,
Inc.. These facilities are guaranteed by all material non-borrower
domestic subsidiaries including JUSI Holdings, Inc., USI Atlantic
Corp., and USI America Holdings, Inc. The borrower under the
senior secured notes is Jacuzzi Brands, Inc. and the notes are
guaranteed by all material domestic subsidiaries, including those
listed above.


JP MORGAN: Fitch Takes Rating Actions on Series 1999-C8 Notes
-------------------------------------------------------------
J.P. Morgan Commercial Mortgage Finance Corp.'s mortgage pass-
through certificates, series 1999-C8, are upgraded by Fitch
Ratings as follows:

         -- $36.6 million class B to 'AA+' from 'AA';
         -- $32.9 million class C to 'A+' from 'A';
         -- $14.6 million class D to 'A' from 'A-';
         -- $25.6 million class E to 'BBB+' from 'BBB';
         -- $11 million class F to 'BBB' from 'BBB-'.

In addition Fitch affirms the following classes:

         -- $123.1 million class A-1 'AAA';
         -- $357 million class A-2 'AAA';
         -- Interest-only class X 'AAA';
         -- $16.5 million class G 'BB+';
         -- $20.1 million class H at 'BB-';
         -- $23.8 million class J at 'B-';
         -- $7.3 million class K at 'CC'.

Fitch does not rate the $12.6 million class NR certificates. The
upgrades follow Fitch's annual review of the transaction, which
closed in August 1999.

The upgrades are primarily the result of increased subordination
levels due to loan amortization. As of the June 2003 distribution
date, the pool's aggregate principal balance has been reduced by
7%, from $731 million to $681 million at issuance.

Midland Loan Services, Inc., the master servicer, collected year-
end 2002 financials for 71% of the pool balance. Based on the
information provided, the resulting YE 2002 weighted average debt
service coverage ratio is 1.53 times, compared to 1.38x at
issuance for the same loans.

Currently, seven loans (5.2%) are in special servicing. Of the
seven loans, three are cross-collateralized cross-defaulted
Horizon group properties located in Sealy, Texas (1.6%); Gretna,
Nebraska (1.1%); and Traverse City, Michigan (0.73%). Negotiations
continue for a discounted payoff for the Sealy and Gretna
properties and reinstatement of the Traverse City property. Under
this agreement, a loss will be incurred to the trust for the DPO.

In re-modeling the pool, Fitch applied the expected loss to the
trust, as well as various hypothetical stress scenarios. Even
under these stress scenarios, the resulting subordination levels
were sufficient to upgrade the designated classes. Fitch will
continue to monitor this transaction, as surveillance is ongoing.


KMART CORP: Takes Action to Challenge 4 Property Tax Claims
-----------------------------------------------------------
Kmart Corporation and its debtor-affiliates ask the Court to
disallow and expunge four proofs of claim filed by various taxing
authorities against Kmart Properties Inc.  Alternatively, the
Debtors propose to reclassify the Claims as non-priority, general
unsecured claims.

Four taxing authorities assessed corporate income and franchise
taxes, interest and penalties against Kmart Properties based on
the royalty payments Kmart Properties received from Kmart
Corporation as consideration for certain licenses Kmart
Properties granted:

     Taxing Authority                      Claim No.      Amount
     ----------------                      ---------      ------
     Iowa Dept of Revenue and Finance         1058    $4,178,288
     Louisiana Dept of Revenue               45761     1,833,027
     North Carolina Dept of Revenue          31971    36,994,399
     South Carolina Dept of Revenue          15403     4,659,589

The Debtors question the tax assessments since Kmart Properties
does not have employees or any property and does not conduct
business activities in these states.  South Carolina's claim also
improperly included at least $25,539 in interest that accrued
postpetition on its assessments.  Louisiana filed its proof of
claim on October 2, 2002, after the Claims Bar Date.

J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom,
relates that the main subject of the dispute is a commercial
transaction that was both negotiated and performed entirely
within the State of Michigan by two Michigan-based businesses.
In 1991, Kmart Properties was incorporated in Michigan as a
wholly owned subsidiary of Kmart Corporation.  In exchange for
all of Kmart Properties' stock, and for the purpose of better
managing and exploiting Kmart's intellectual property, Kmart
transferred to Kmart Properties its trademarks, trade names, and
service marks, including the well-known red "K", "Kmart" and
"Blue Light Special".  Kmart Properties owned and managed the
properties and licensed them to Kmart as its customer in exchange
for a royalty.  Kmart used the licensed intangibles at the stores
it operates in the four states.  Kmart Properties' only
connection to the four states was the in-state presence of Kmart.

The Debtors object to the Claims because the power of a state to
tax out-of-state corporations is limited by the Federal
Constitution which requires a "substantial nexus" between the
corporation and that state as a prerequisite to the imposition of
tax.  In addition, before a state may tax a corporation, there
must exist between the corporation and the state sufficient
connections and contacts to constitute a "substantial nexus."

Mr. Ivester contends that the Taxing Authorities created various
"nexus" theories to extend their taxing powers beyond the limits
imposed by the Federal Constitution.  The Taxing Authorities have
argued that mere "economic presence" is sufficient to satisfy the
constitutional mandate -- in effect contending that the
"substantial nexus with a physical presence component" standard
ought to be applied only to sales and use taxes.

Mr. Ivester tells the Court that this argument ignores the reality
that a direct-imposition income tax requires at least as tough a
jurisdictional standard as a mere collection-obligation sales tax,
regardless of any "special burdens" that collection may entail.
It also ignores the fact that apportioning a company's income
among the 50 states is a more burdensome and complex task than
collecting sales taxes, and under the Taxing Authorities' "nexus"
theories, a far more uncertain task, Mr. Ivester says.

Another possible way to establish nexus is under the
"attributional nexus" concept, which is the Supreme Court's narrow
doctrine allowing the nexus of an in-state third party to be
attributed to the out-of-state corporation.  Mr. Ivester argues
this doctrine has no application to these four claims because
Kmart does not act to establish or maintain a market for licensing
of the Kmart trademarks in the four states.  Kmart was the
customer of Kmart Properties and thus was the market.

Mr. Ivester maintains that Kmart Properties does not have a
"substantial nexus" with the four states because its only contact
with the states is the presence of its customer, Kmart, which uses
the intangible property Kmart Properties licensed.  The mere
presence of a customer in these states does not satisfy the
"substantial nexus" requirement.  The absence of any physical
presence by Kmart Properties is an independent reason why the
Taxing Authorities cannot demonstrate the constitutional predicate
for asserting the power to tax Kmart Properties.

Aside from the fact that no portion of Kmart Properties' income
is taxable, Mr. Ivester contends that no portion of the Claims
are entitled to priority pursuant to Section 507(a)(8)(A) of the
Bankruptcy Code.  To obtain priority for any particular income or
franchise tax, the Taxing Authorities must show that the taxes
related to a return due less than three years before the Petition
Date, were assessed within 240 days prepetition or are still
assessable, unless Kmart Properties had not filed the required
tax returns related to the taxes.  But Mr. Ivester points out
that:

     -- with respect to Iowa, the taxes for fiscal years ending
        January 31, 1996 through 1998 relate to returns due more
        than three years prepetition and none of the 1992-1998
        taxes were assessed during the 240 days prepetition;

     -- with respect to Louisiana, the taxes for fiscal years
        ending January 31, 1997 through 1998 relate to returns due
        more than three years prepetition and none of the 1997-1998
        taxes were assessed during the 240 days prepetition; and

     -- with respect to North Carolina, the taxes for fiscal years
        ending January 31, 1992 through 1998 relate to returns due
        more than three years prepetition and none of the 1992-1998
        taxes were assessed during the 240 days prepetition.

     -- with respect to South Carolina, the taxes for fiscal years
        ending January 31, 1992 through 1998 relate to returns due
        more than three years prepetition and none of the 1992-1998
        taxes were assessed during the 240 days prepetition.

Kmart Properties notes that it did not file any tax returns with
respect to any of the taxes the Four States have assessed. (Kmart
Bankruptcy News, Issue No. 59; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


KOLATH HOTELS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Kolath Hotels and Casinos, Inc.
         704 Route 23B
         Catskill, New York 12414

Bankruptcy Case No.: 03-14640

Type of Business: Operator of the Quality Inn and Conference
                   Center, a 74-room hotel.  See
                   http://www.regencyhotelandconferencecenter.com/

Chapter 11 Petition Date: July 9, 2003

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Francis J. Brennan, Esq.
                   Nolan & Heller, LLP
                   39 North Pearl Street
                   Albany, NY 12207
                   Tel: 518-449-3300

Total Assets: $1,881,300

Total Debts: $2,286,338

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Zions Bank                                          $1,111,562
PO Box 26304
Salt Lake City, Utah 84126-0304

Abraham George                                        $350,000
118 Elm Lane
Manhasset Hills, NY 11040

Insang Lee                                            $220,000

Days Inns Worldwide, Inc.                             $193,980

Green County Treasurer                                 $68,508

Green County Treasurer                                 $63,461

New York State Dept. of Taxation & Finance             $50,000

Safemark Systems                                       $22,000

Clear Channel                                          $18,375

Maintenance Warehouse/America Corp.                    $17,532

HSBC Bank USA                                          $15,776

Hubert                                                 $14,150

Main-Care Energy                                       $12,791

Village of Catskill                                    $11,000

Kahn & Company, Inc.                                    $8,100

True Fitness Technology, Inc.                           $7,043

Liberty Flag & Specialty Company                        $6,936

Maintenance USA                                         $6,524

Reliable Office Supplies                                $6,195

Barco Products                                          $5,465


LAIDLAW INC: Wants to Pay $8.5 Million Fee to Cooper Corporation
----------------------------------------------------------------
To recall, the Court previously authorized the Laidlaw Inc.
Debtors to employ Stephen Cooper as Chief Restructuring Officer in
accordance with the terms and conditions of the employment
agreements with The Stephen F. Cooper Corporation, on August 20,
2001.  Pursuant to the employment terms, the Debtors paid Cooper
Corporation $225,000 per month for Mr. Cooper's services, and
reimbursed Cooper Corporation for reasonable out-of-pocket
expenses.

Garry M. Graber, Esq., at Hodgson Russ LLP, in New York, relates
that the Debtors also agreed to pay Mr. Cooper an $8,500,000
Success Fee after the consummation and implementation of any
reorganization plan, provided that the Debtors succeeded in
obtaining a final judicial order approving a plan of
reorganization under Chapter 11 of the Bankruptcy Code that:

     (a) does not take advantage of the "cram-down" provisions of
         Section 1129 of the Bankruptcy Code with respect the
         Debtors' bank and noteholder creditors; and

     (b) allows the Laidlaw Companies to continue as a solvent,
         operating entity.

Mr. Graber points out that the ultimate success of the Debtors'
Chapter 11 would not have occurred without the numerous
significant contributions made by the Restructuring Officers, led
by Mr. Cooper.  Therefore, the Debtors seek the Court's permission
to pay Cooper Corporation the $8,500,000 Success Fee. The
diligence and achievements of the Restructuring Officers amply
justify payment of the Success Fee in accordance with the terms of
the Cooper Employment Agreement.

Mr. Cooper's management style, candor and vision fostered a
favorable climate for productive negotiations.  Economic interests
among disparate parties were identified and acknowledged to forge
a consensual coalition that led to a successful restructuring
strategy.  Without the Restructuring Officers' crisis management
and problem-solving actions, the Debtors may have been forced to
liquidate.  Specifically:

     (a) The severe liquidity crisis forced the Debtors to declare
         an interest payment moratorium on the prepetition bank
         credit facility and prepetition notes.  When the
         Restructuring Officers arrived, the Bank Group and the
         Noteholders' Committee were becoming increasingly
         frustrated with the Laidlaw Companies.  Mr. Cooper
         immediately recognized the substantial value in
         restructuring the Laidlaw Companies and convinced the Bank
         Group and the Noteholders' Committee that once cash flow
         and operations were stabilized, a considerably larger
         recovery would be realized.  The Officers worked
         diligently to ensure that the Laidlaw Operating Companies
         wouldn't have to file Chapter 11 cases by establishing
         controls over cash management, conserving cash and
         maximizing cash flow, thus preserving the Laidlaw
         Companies' substantial enterprise value.

     (b) Financing was needed to stabilize the liquidity crisis and
         signal to the market and customer base that the Laidlaw
         Companies would remain a going concern.  The Restructuring
         Officers' efforts to manage the bondholders' consent
         process in order to secure bridge financing to the Laidlaw
         Companies before the Petition Date were instrumental to
         the overwhelmingly successful consent solicitation.  This
         allowed the Laidlaw Companies to enter into bridge
         financing that the Restructuring Officers arranged and
         negotiated and fund the Laidlaw Companies' operations
         while a restructuring strategy was developed with the
         creditor constituencies.  Simultaneously, obtaining
         surety bonding support for the Debtors was vital in
         keeping the Laidlaw Operating Companies out of bankruptcy,
         thus preserving enterprise value.  Due to the Debtors'
         financial troubles and the surety industry's poor
         market conditions, surety companies were staunchly opposed
         to adding any additional capacity to the Laidlaw
         Companies' existing surety bonding facilities.  A lack of
         surety bonding availability would have crippled the
         Laidlaw Operating Companies' businesses.  In particular,
         the school bus portion of the contract bus segment, the
         Debtors' largest business segment, was in the midst of the
         bidding and contract renewal season.  Without surety
         bonding support during this critical period, the school
         bus portion of the segment would have collapsed.  After
         intense and extensive negotiations, the Restructuring
         Officers were able to persuade the Laidlaw Companies'
         sureties to not only renew the facilities, but to increase
         the existing facility limits.  With the liquidity crisis
         staved off, the Restructuring Officers were then able to
         turn their attention to negotiating a plan of
         reorganization with the Debtors' major creditor
         constituencies.

     (c) The Bank Group and the Noteholders' Committee had
         conflicting and competing positions on the validity,
         enforceability and effect of the agreement in which Debtor
         Laidlaw Transportation, Inc. guaranteed obligations under
         Laidlaw Inc.'s bank credit facility.  The ability to
         finalize a consensual plan of reorganization was
         impossible without the resolution of the treatment of the
         Laidlaw Transportation guaranty.  The Restructuring
         Officers' coordinated negotiations among the Bank Group
         and the Noteholders' Committee cumulating in a settlement
         that was acceptable to all parties-in-interest.  The
         Laidlaw Companies and the Restructuring Officers also were
         able to negotiate and finalize a class action litigation
         settlement on behalf of the Debtors' noteholders.  These
         resolutions were significant steps in completing the Plan.

     (d) Before the Petition Date, the Debtors were straddled with
         $3,600,000,000 in defaulted debt.  In the initial
         negotiations to restructure the debt, the Bank Group and
         the Noteholders' Committee refused to shift from what the
         Restructuring Officers viewed as a crushing debt load.
         They were able to demonstrate that the Debtors could not
         support the proposed debt loads and persuaded the Bank
         Group and the Noteholders' Committee to accept more equity
         and less debt at emergence, thus reducing the Debtors'
         debt load by more than 70%.  With the debt load
         significantly reduced, the Debtors could emerge from
         Chapter 11 with a strong balance sheet positioned as the
         industry leader.  The Restructuring Officers' roles were
         crucial in receiving a consensual agreement between the
         Bank Group and the Noteholders' Committee regarding the
         appropriate capital structure that allowed for the filing
         of the Plan.

     (e) In order to effectuate the Plan, the disputes with
         Safety-Kleen Corp., in which the Debtors held 44% equity
         interest and which has filed its own set of Chapter 11
         cases, had to be resolved.  These negotiations were
         extremely complicated due to the number of intricate
         issues and the vast number of parties involved each with a
         differing agendas.  Despite the numerous hurdles, the
         Debtors and the Officers were able to negotiate and
         finalize a settlement with Safety-Kleen that was
         acceptable to all of the Debtors' major creditor
         constituencies and allowed for a successful emergence from
         bankruptcy.

In addition, Mr. Graber notes that the Restructuring Officers
also:

     -- advised and assisted the Debtors to effectively and
        efficiently manage the Chapter 11 process.  Their
        assistance in this area allowed the Debtors' management
        team to:

        (a) focus on the Debtors' day-to-day operations with
            minimal interruption;

        (b) deal expediently with bankruptcy related activities;

        (c) maintain a concentrated effort on reorganizing the
            business;

        (d) avoid duplication of effort; and

        (e) address the other financial and operational issues
            raised by various parties-in-interest on a timely
            basis;

     -- provided support in developing and negotiating the Plan.
        As result, the Debtors were able to file the Plan and
        Disclosure Statement, which was approved and confirmed by
        the Court and became effective on June 23, 2003;

     -- provided support in resolving the variety of claims filed
        against the Debtors in their Chapter 11 cases.  Thus, the
        Debtors were able to resolve all of the significant claims
        asserted against them and emerge from Chapter 11;

     -- successfully managed the coordination and communication
        among the numerous parties-in-interest in the Debtors'
        Chapter 11 cases.  The Restructuring Officers attended and
        participated in meetings with, developed presentations to,
        and responded to numerous information requests from, the
        Debtors' stakeholders.  They were the primary communication
        link and information resource between the Debtors and
        parties-in-interest including the Creditors' Committee, the
        Subcommittees and their professionals.  These efforts, in
        part, allowed the Debtors to keep parties fully informed on
        their operations and the status of the reorganization
        process.  This allowed the Debtors' senior management to
        focus on operating the business; and

     -- instituted detailed cash management policies and procedures
        and monitored actual cash balances against forecast to
        insure constant liquidity and availability.  The Officers
        assisted the Debtors in improving their cash position by
        $150,000,000, enabling the Laidlaw Operating Companies to
        continue operations without filing for Chapter 11 relief,
        thereby preserving enterprise value to the benefit of the
        Debtors' estates and creditors.

At the request of Laidlaw Inc.'s board of directors, Mr. Cooper
and the rest of the Restructuring Officers likewise performed
specific activities and functions at the Debtors' wholly owned
subsidiary, American Medical Response, Inc. which included:

     -- evaluating a synergy study regarding American Medical
        Response and the Debtors' wholly owned subsidiary, EmCare,
        Inc., and reported findings and recommendations to the
        board of directors;

     -- evaluated re-forecasts prepared by American Medical
        Response and reported findings to the board of directors,
        senior management of American Medical Response and the
        Creditors' Committee, the Subcommittees and their
        professionals;

     -- developed a process, specific workplans, and participated
        on teams to achieve identified American Medical Response
        initiatives aimed at improving information gathering for
        the accounts receivable and ultimately improving cash flow;

     -- functioned as interim Chief Financial Officer until a
        permanent replacement could be identified, and conducted an
        orderly transition to the new CFO;

     -- developed methodology and process to extract historical
        data from two billing systems to be used as a basis for the
        development of future projections of the accounts
        receivable.  The projections were used to value the current
        accounts receivable and measure the adequacy of reserves.
        The accounts receivable reserves had been subject to
        significant audit adjustments.  The implementation of this
        analysis tool resulted in no significant adjustments for
        fiscal year 2002;

     -- transitioned the development of data and preparation of the
        accounts receivable analysis to American Medical Response
        personnel and developed processes to perform the analysis
        on a monthly basis;

     -- developed an ad hoc reporting system to turn available data
        into meaningful management tools; and

     -- developed a process, specific workplans, and participated
        on teams to identify best practices and make
        recommendations to senior management to standardize the
        payroll, financial and information technology processes
        performed in the operating regions and at corporate
        headquarters.

Accordingly, since the Debtors clearly benefited from all these
services, Mr. Graber contends that the Debtors should be allowed
to pay Cooper Corporation the Success Fee. (Laidlaw Bankruptcy
News, Issue No. 38; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


LEAP WIRELESS: Wants Nod for Utility Security Deposit Requests
--------------------------------------------------------------
Michael S. Lurey, Esq., at Latham & Watkins LLP, in Los Angeles,
California, informs the Court that Leap Wireless International
Inc., and its debtor-affiliates received Requests for payments of
security deposits from 21 Utility Companies.  The Debtors believe
that 13 of the Requests are reasonable and will remit the
requested security deposit to these Utility Companies or otherwise
comply with the request.  The Utility Companies with Reasonable
Requests are:

     A. The City of Longmont, Colorado, the City of Newton, the
        Clinton Utilities Board, Columbia Gas of Ohio, Mountain
        Telecommunications, Inc., North Georgia Electric Membership
        Corporation and Southern California Edison are all
        requesting small deposits which the Debtors will pay once
        they receive a bill for this amount.

     B. Arizona Public Service Co. originally requested an
        additional $65,400 deposit but withdrew that Request once
        the Debtors agreed to allow Arizona Service to retain a
        $175,000 prepetition bond.

     C. Georgia Power and SRP Credit Services request that they be
        permitted to hold onto the Debtors' prepetition deposits
        and do not require an additional deposit.

     D. NYSEG will hold onto the Debtors' $16,010 prepetition
        deposit and refund the $9,583.39 balance remaining on the
        account to the Debtors.

     E. The Springfield Utility Board requested to retain their
        $875 prepetition deposit.  The current deposit on hand is
        $640.53, so the amount due will be $234.47.  The Debtors
        will pay this amount when they receive a bill from the
        Springfield Utility Board.

     F. Consumers Energy originally requested a $12,669.71 deposit
        because it was using the Debtors' prepetition deposit to
        satisfy outstanding prepetition invoices.  Because the
        Debtors' have been paying the prepetition invoices,
        Consumers Energy informed Debtors' counsel that an
        additional deposit is not required.

Some Utility Companies made their Request according to the
Procedures but the Debtors view those Requests as unreasonable
for a number of reasons, including:

     1) the Debtors' history of timely payments for prepetition
        services;

     2) the fact that the applicable Utility Company already has a
        deposit on hand for the account and an additional deposit
        is not necessary and, further, is an attempt to capitalize
        on the Debtors' bankruptcy filing; and

     3) the unreasonable calculation of the deposit requested.

The Utility Companies with Unreasonable Requests are:

     A. BellSouth Communications, Inc. seeks a $3,000,000 deposit
        as adequate assurance, which is four times the amount of
        the Debtors' prepetition deposit with BellSouth.  The
        Debtors' payment history with BellSouth is good.  Notably,
        BellSouth never sent the Debtors any prepetition disconnect
        notices or any other notification concerning any late
        payments.  Moreover, BellSouth owes the Debtors $657,594.83
        based on prepetition services provided by the Debtors
        pursuant to reciprocal compensation agreements.  In
        addition, BellSouth was frequently late in making payments
        to the Debtors.  Finally, with regards to the internal
        telephone accounts the Debtors have with BellSouth, the
        Debtors are in the process of paying any outstanding
        prepetition bills.

     B. United Power, Inc. indicated in its Request that "[p]rior
        to recent events, Cricket Communication has had no
        significant history of payment delinquency or
        irregularity."  Because United Power admits that the
        Debtors' payment history has been good, additional adequate
        assurances are unnecessary.  Moreover, the Debtors are in
        the process of paying United Power any outstanding
        prepetition bills.

Another five Utility Companies did not request a deposit according
to the Procedures.  These Utility Companies submitted an untimely
request for payment of adequate assurance and did not send the
requested summary of the Debtors' prepetition payment history,
thereby making it impossible for the Debtors to review whether the
Request is reasonable.  The Utility Companies making Improper
Requests should be deemed to have adequate assurance of
postpetition payments.  The Improper Requests are:

     1. Alabama Power has failed to provide payment history
        pursuant to the Utility Order.  The Debtors' counsel
        called Alabama Power on May 5, 2003 to request the
        payment history but has not received it.  The Debtors
        are also paying Alabama Power's outstanding prepetition
        invoices.

     2. AT&T is requesting a $2,700,000 deposit, which is 14
        times the amount of the Debtors' prepetition deposit.
        AT&T has failed to provide payment history pursuant to
        the Utility Order despite the Debtors' counsel's request.
        The Debtors are also paying AT&T's outstanding prepetition
        invoices.

     3. Qwest Corporation is requesting $2,270,348.06, which is
        three times the amount of the Debtors' prepetition
        deposit.  Qwest has failed to provide payment history
        pursuant to the Utility Order despite the Debtors'
        counsel's request.  The Debtors are also paying Qwest's
        outstanding prepetition invoices.

     4. Time Warner Communications failed to submit the Debtors'
        payment history.  Moreover, Time Warner's Request is
        untimely.  The Debtors are also paying Time Warner's
        outstanding prepetition invoices.

     5. Verizon is requesting $1,098,638 as a deposit.  Verizon
        has failed to provide payment history pursuant to the
        Utility Order despite the Debtors' counsel's request.
        Verizon provided only a Receivable/Payables Aging Analysis,
        which indicates which prepetition invoices are still
        outstanding which the Debtors are currently paying.

By this motion, the Debtors ask the Court to approve the
Reasonable Requests and deny the Unreasonable Requests and the
Improper Requests.

Mr. Lurey insists that the unreasonable requests are not necessary
and therefore should be denied.  A Utility Company is not entitled
to additional adequate assurances simply because it submitted a
Request according to the Procedures provided in the Utility Order.
Where a debtor has a history of making timely prepetition payments
for utility services or the Utility Company already has an
adequate deposit on hand, further adequate assurances are not
necessary and should not be granted.  Where a debtor had been
making timely payments prepetition, there is little risk that the
debtor will not be timely paid for postpetition service.  See,
e.g., Va. Elec. & Power Co. v. Caldor, Inc., 117 F.3d 646 (2d Cir.
1997) (holding that no security deposit is needed if a utility
company has adequate assurance of payment through other means,
such as the availability of administrative expense status in a
case in which the debtor had a good payment history and a high
degree of liquidity); In re Utica Floor Maint., Inc., 25 B.A.
1010, 1014 (N.D.N.Y. 1982) (noting that cash deposits were deemed
unnecessary in cases in which the debtors had not defaulted prior
to filing their bankruptcy petitions); Heard v. City Water Bd.
(In re Heard), 84 B.R. 454, 459 (Bankr. W.D. Tex. 1987) (holding
that even if a request for a deposit was properly made, it may
still not be necessary for the debtor to provide additional
adequate assurances to the utility company).

Mr. Lurey states that a Utility Company should not be able to
require the Debtors to provide it with a security deposit when
the Utility Company would not require a deposit from customers
with the same credit history as the Debtors.  To do otherwise
would be capitalizing on the Debtors' status as debtors under the
Bankruptcy Code.  See, e.g., In re Calder, Inc. - NY, 1995 B.A.
(S.D.N.Y. 1996) (stating that utility companies may only request
additional security from a debtor as they would from any other
customer with the financial strength of the debtors and that to
do otherwise would permit the utility company to "capitalize on
the Debtors' bankruptcy filing"), affd sub. nom Va. Elec. & Power
Co. v. Calder, Inc., 117 F.3d 646 (2d Cir. 1997); In re Whittaker,
92 BA. 110, 115 (E.D. Pa. 1988) (stating that the utility
company's requirement that the debtor pay a security deposit,
while no such payments are required of new customers, is
discriminatory), aff'd 882 F.2d 791 (3d Cir. 1989).  In fact, Mr.
Lurey points out that many of the Utility Companies have made a
Request despite the Debtors' good payment history and despite the
absence of any concern regarding the Debtors' payment history
before the commencement of these Chapter 11 cases.  In most
cases, the Utility Companies did not request further deposits,
send disconnect notices, or otherwise express concern over the
Debtors' past payment history before the Petition Date.  If the
Debtors' prepetition payment history did not cause the Utility
Companies to express concern regarding their ability to pay their
invoices, the Utility Companies' current Request can only be
based on the simple fact that the Debtors commenced bankruptcy
cases.

Certain Utility Companies allege that a deposit is justified
because they are being "compelled" to extend credit to the
Debtors without any assurance of payment, unlike other creditors
who are not subject to Section 366 of the Bankruptcy Code.  Mr.
Lurey contends that this argument does not justify their Request
for additional adequate assurance as the Debtors are treating the
Utility Companies as Critical Trade Vendors.  Pursuant to the
Critical Trade Vendor Order, the Debtors are authorized to pay
outstanding prepetition invoices due to Critical Trade Vendors,
of which the Utility Companies are included.  By paying the
Utility Companies' prepetition claims in the ordinary course of
their business, the Utility Companies are put into the exact
position they were in before the Petition Date.  Given that the
Utility Companies will be made whole and will also continue to
receive payments for postpetition utility services on an on-going
basis, any further adequate assurances are unnecessary and many
of the Requests are attempts to capitalize on the Debtors'
bankruptcy filing.

Further, according to the Critical Trade Vendor Order, before
paying a Critical Trade Vendor's prepetition invoices, the
Debtors are permitted to require the Critical Trade Vendor "to
continue to supply goods or services to Cricket on Customary
Trade Terms".  Accordingly, if a Utility Company requests a
deposit that it would not have requested from the Debtors if they
did not file these bankruptcy cases, Mr. Lurey tells the Court
that the Debtors will refrain from considering the Utility
Company a Critical Trade Vendor and will not remit the
outstanding prepetition invoice amount to the Utility Company
pursuant to the Critical Trade Vendor Order.  For example,
several Utility Companies currently have significant deposits
already on hand.  After the Debtors' bankruptcy filing, these
Utility Companies are now requesting an additional deposit
without any explanation as to why such a deposit was not required
prepetition.  In the Debtors' view, these demands, if not
withdrawn, disqualify the Utility Company from treatment as a
Critical Trade Vendor.  The Debtors are in the process of paying
BellSouth's outstanding prepetition invoices to the extent they
are for internal telephone service accounts.

In most cases, as shown in the payment summaries provided by the
Utility Companies, Mr. Lurey maintains that the Debtors have a
history of making timely prepetition payments to the Utility
Companies.  For example, United Power, Inc. is requesting further
adequate assurances despite its acknowledgement that before the
Debtors became debtors under the Bankruptcy Code, "Cricket
Communications has had no significant history of payment
delinquency or irregularity."  There is no reason to believe that
the Debtors will not pay their postpetition utility bills in the
same manner.

Mr. Lurey explains that BellSouth's Request is unreasonable
because they are requesting a $3,000,000 deposit, which is four
times the size of the deposit BellSouth is currently holding on
the Debtors' accounts.  BellSouth does not provide any
justification as to why a large deposit is required to adequately
assure BellSouth that the Debtors will pay their postpetition
utility bills.  Before the Petition Date, BellSouth had never
expressed any concern to the Debtors regarding their payment
history and had never sent any disconnect notices or the like.

Moreover, the Debtors' payment history with BellSouth has been
good.  On the other hand, BellSouth's payment history to the
Debtors has been extremely delinquent over the last 12 months and
further illustrates that BellSouth most likely was not concerned
over the Debtors' comparatively excellent payment history until
this attempt to capitalize on these Chapter 11 cases.  Finally,
to the extent the Debtors' accounts with BellSouth are for
internal telephone services, the Debtors are paying BellSouth's
outstanding prepetition invoices.

"The Improper Requests did not follow the Procedures established
by the Utility Order and should therefore be denied," Mr. Lurey
says.  "The Utility Companies that made Improper Requests should
be deemed to have adequate assurance under Section 366 of the
Bankruptcy Code." (Leap Wireless Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LENTEK INT'L: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Lentek International, Inc.
         700 Commerce Blvd
         Kissimmee, Florida 34741

         Lentek is moving, as of July 17, 2003, to:

         Lentek International, Inc.
         2500 Principal Row, Suite 100
         Orlando, FL 32837-8358

Bankruptcy Case No.: 03-08035

Type of Business: Manufactures and sells pest and animal control
                   products.  See http://www.lentek.com/

Chapter 11 Petition Date: July 11, 2003

Court: Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: Kenneth D. Herron, Jr., Esq.
                   Peter N. Hill, Esq.
                   Wolff, Hill, McFarlin & Herron, PA
                   1851 West
                   Colonial Drive
                   Orlando, FL 32804
                   Tel: 407-648-0058

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Guangdong Light Electrical                            $393,225
  Appliances
16/F, 52 Dezheng Road South
Guangzhou, China

Essence World Investment Ltd.                         $258,902
c/o Alphacast Dong Guan Co Ltd
Xing Ye Ave New City Ind. Area
Heng Li, Dong Guan, Guang

Digital Fusion                                        $203,397

Daka Development Ltd.                                 $150,518

DFDS Dan Transport                                    $138,403

Baker & Hostetler LLP                                 $118,830

Marshall Gas C                                        $110,273

Bengal Associates SL                                   $62,700

National Marketing Specialists                         $58,718

Law Office of Foley & Lardner                          $56,718

SILIPOS, Inc.                                          $43,737

Clean Air Systems, Inc.                                $41,356

LRG International, Inc.                                $36,741

Embassy Freight International                          $28,980

Tahitian Investments                                   $26,240

Chicago Exhibit                                        $24,997

Allen, Dyer, Doppelt, Malbrath                         $23,830

Reed Exhibition Companies                              $23,043

American Express Corp.                                 $21,440


LODGENET: June 30, 2003 Net Capital Deficit Balloons to $121MM
--------------------------------------------------------------
LodgeNet Entertainment Corporation (Nasdaq: LNET) reported its
39th consecutive increase in comparative quarterly revenue.
Revenue in the second quarter of 2003 increased 6.3 percent to
$62.4 million in comparison to the second quarter of 2002.
Operating income was $2.1 million this year versus $2.4 million a
year earlier.  Net loss in the second quarter of 2003 was $13.3
million, which includes a charge of $7.1 million related to the
early retirement of the Company's 10.25% Senior Notes in June.

"Our second quarter results continue to reflect the strength of
our business model and the increasing positive influence of our
new digital platform which is now installed in greater than one-
third of our interactive room base," said Scott C. Petersen,
President and CEO.  "Once again, we posted healthy top line
revenue growth, despite continued softness across the lodging
industry.  During the quarter, average revenue per room was up
1.5%, even as the occupancy levels decreased by 230 basis points
or 3.4% over last year because of the Iraqi War and the generally
sluggish economy."

"Given the soft economic conditions, we continued to operate the
company in a conservative manner," said Gary H. Ritondaro, Senior
Vice President and CFO.  "During the quarter, we reduced per-room
cash operating expenses to $4.73, a 4.6% reduction over the second
quarter of last year.  A significant driver of this reduction was
our SG&A expense, which at 7.8% of revenue, was below the eight
percent threshold for the first time in our company history.
Additionally, we reduced the level of additional investment in
property and equipment by $4.3 million over the first quarter of
this year to maintain a healthy balance sheet during these
uncertain economic times. Cash flow from operations covered all
but $3.7 million of our investment activity during the quarter --
a substantial improvement over the $11.1 million gap during the
second quarter one year ago."

"Our new digital platform continues to positively impact our
company's growth prospects and financial results," continued
Petersen.  "Demand for our new digital television services from
the hotel industry has been robust and we expect that to continue
with the recent launch of our SigNETureTV(SM) platform
configuration. Additionally, the new digital platform and its
expanded scope of content is continuing to produce substantial
growth in usage by guests. Digital revenue per room for the first
six months of this year was 39% higher than the revenues generated
via our traditional analog system.  Now installed in 36% of our
guest pay room base, we anticipate bringing digital penetration to
43% by the end of 2003 and 55% by the end of next year.  We
believe we are well poised for significant growth in revenue and
cash flow, as occupancy levels recover and we drive incremental
operating leverage through our business model."

"Our recent $200 million senior note transaction and the
associated modifications to our secured bank credit facility have
reduced our cost of capital and have given us greater financial
flexibility to manage our business during these uncertain times,"
continued Ritondaro.  "We remain committed to meeting our goal of
generating net free cash flow after all capital expenditures for
the second half of the year.  We believe we have built a business
that generates predictable cash flows over the long-term."

                      RESULTS FROM OPERATIONS
               THREE MONTHS ENDED JUNE 30, 2003 VERSUS
                  THREE MONTHS ENDED JUNE 30, 2002

Total revenue for the second quarter of 2003 was $62.4 million, an
increase of $3.7 million, or 6.3%, compared to second quarter of
2002. Revenue from Guest Pay interactive services increased $4.8
million, or 8.5%, resulting from a 6.9% increase in average rooms
in operation.  Revenue per room increased 1.5% to $22.75 per month
in the second quarter of 2003 from $22.42 per month in the second
quarter of 2002.  Per room revenue from movies decreased 2.6% from
$18.20 per month in the second quarter of 2002 to $17.73 in the
current year due to a 230 basis point or 3.4% decrease in
occupancy levels.  Guest Pay revenue per room from other
interactive services increased 19.0%, from $4.22 per month in the
second quarter of 2002 to $5.02 in the current year quarter, due
to the continued expansion of revenue from TV Internet, TV On-
Demand, digital music, cable television programming services, and
other interactive TV services available with the digital system,
which was deployed in an additional 139,000 rooms as compared to
the second quarter of 2002.

Gross profit increased 2.2% to $34.5 million in the second quarter
of 2003 compared to $33.8 million in the second quarter of 2002.
The overall gross profit margin decreased to 55.2% in the current
quarter compared to 57.5% in the prior year quarter.  The decrease
was attributable to increased number of sites with the TV Internet
service, programming costs and hotel commissions.

Guest Pay operations expenses were  $7.8 million, in the second
quarter of 2003, an increase of 4.5% compared to the year earlier
quarter.  The increase was primarily due to the 6.9% increase in
average rooms in operation, offset in part by greater operating
efficiencies.  As a percentage of revenue, Guest Pay operations
expenses decreased to 12.5% in the second quarter of 2003 compared
to 12.7% in the year earlier period.  Per average installed room,
Guest Pay operations expenses decreased to $2.91 per month in the
second quarter of 2003 compared to $2.98 per month in the prior
year quarter.

Selling, general and administrative expenses were $4.9 million, a
level $79,000 below that of the second quarter of 2002. For the
quarter, SG&A was 7.8% of revenue compared to 8.4% for the second
quarter of 2002. Per average guest pay room, SG&A expenses
decreased to $1.82 per month in the second quarter of 2003
compared to $1.98 per month in the prior year quarter.  The
decrease was attributable to reductions in professional fees
partially offset by increases in research and development and
payroll-related expenses.

Depreciation and amortization expenses increased 4.4% to $19.7
million in the current year quarter versus $18.9 million in the
second quarter of 2002. The increase was primarily due to the 6.9%
increase in average rooms in operation and the amortization of
intangibles and distribution rights acquired in August 2002. As a
percentage of revenue, depreciation and amortization decreased
from 32.2% in the second quarter of 2002 to 31.6% in the second
quarter of 2003.

As a result of factors previously described, the Company generated
operating income of $2.1 million in the second quarter of 2003
compared to operating income of $2.4 million in the year earlier
quarter.  Operating income exclusive of depreciation and
amortization equaled $21.8 million this year compared to $21.3
million last year in the second quarter.  The Company's net loss
was  $13.3 million as compared to $5.7 million in the year earlier
quarter, primarily attributed to a $7.1 million cost related to
the early retirement of the Company's 10.25% Senior Notes in June
2003.

LodgeNet Entertainment's June 30, 2003 balance sheet shows a
working capital deficit of about $6 million, and a total
shareholders' equity deficit of about $121 million.

                         2003 Outlook

With regard to financial results for the third quarter of 2003,
LodgeNet expects to report revenue of between $66.0 million and
$69.0 million, resulting in $2.7 million to $4.2 million in
operating income. Operating income exclusive of depreciation and
amortization is expected to be $22.5 million to $24.0 million
during the quarter. This outlook is based on the assumption of
occupancy rates ranging from a plus or minus 100 basis point
change versus the same period in 2002. Loss per share estimates
are $0.51 to $0.39 for the third quarter of 2003. With respect to
the calendar year 2003, LodgeNet expects to report revenue in a
range from $254.0 million to $260.0 million and operating income
from $6.9 million to $9.9 million. Operating income exclusive of
depreciation and amortization is expected to be $86.0 million to
$89.0 million. Loss per share estimates are $2.82 to $2.58 for the
full year 2003. This outlook is based on the assumption of
occupancy rates ranging from a plus or minus 50 basis points of
the full calendar year occupancy rate for 2002.

LodgeNet Entertainment Corporation -- http://www.lodgenet.com--
is the leading provider in the delivery of broadband, interactive
services to the lodging industry, serving more hotels and guest
rooms than any other provider in the world. These services include
on-demand digital movies, digital music and music videos,
Nintendo(R) video games, high-speed Internet access and other
interactive television services designed to serve the needs of the
lodging industry and the traveling public. As the largest company
in the industry, LodgeNet provides service to 960,000 rooms
(including more than 900,000 interactive guest pay rooms) in more
than 5,700 hotel properties worldwide. More than 260 million
travelers have access to LodgeNet systems on an annual basis.
LodgeNet is listed on NASDAQ and trades under the symbol LNET.


LORAL SPACE: Commences Trading on Pink Sheets Under LRLSQ Symbol
----------------------------------------------------------------
Loral Space & Communications Ltd., announced that the National
Association of Securities Dealers had assigned the ticker symbol
"LRLSQ" to its common stock. Effective Wednesday, the common stock
is quoted on the Pink Sheets Electronic Quotation Service under
this new symbol; information regarding such service is available
at http://www.pinksheets.com

The company expects that its common stock will also be quoted on
the Over-The-Counter Bulletin Board service (OTCBB) shortly.

As previously announced, the New York Stock Exchange has suspended
trading of Loral's common stock and may initiate proceedings to
delist the securities. Loral is entitled to request a review of
its status with respect to the NYSE and is considering doing so.

Loral Space & Communications is a satellite communications
company. It owns and operates a global fleet of telecommunications
satellites used by television and cable networks to broadcast
video entertainment programming, and by communication service
providers, resellers, corporate and government customers for
broadband data transmission, Internet services and other value-
added communications services. Loral also is a world-class leader
in the design and manufacture of satellites and satellite systems
for commercial and government applications including direct-to-
home television, broadband communications, wireless telephony,
weather monitoring and air traffic management. For more
information, visit Loral's Web site at http://www.loral.com

Loral Space & Communications filed for Chapter 11 protection under
the Federal Bankruptcy Laws on July 15, 2003 in the U.S.
Bankruptcy Court for Southern District of New York (Manhattan).


LUCILLE FARMS: Fails to Obtain Waiver of Loan Covenant Default
--------------------------------------------------------------
Lucille Farms, Inc. (Nasdaq:LUCYC) a manufacturer and marketer of
low moisture mozzarella cheese, low moisture mozzarella type
cheese products and shredded cheese, announced its results for
quarter and fiscal year ended March 31, 2003.

                     Three Months Ended            Year Ended
                          March 31,                 March 31,
                    2003         2002         2003         2002
                    ----         ----         ----         ----
Net Sales          $8,524      $10,217  $36,691,000  $44,915,000
(loss) before
  Extraordinary
  Item               $(571)       $(992) ($1,722,000) ($1,540,000)

Extraordinary
  Item:

Gain on Debt
  Restructuring       --           --     $875,000           --

Net (loss) Income   $(571)       $(992)   ($847,000) ($1,540,000)

The Company's loss before extraordinary item for the quarter and
fiscal year ended March 31, 2003 resulted in part from the
continued decline of the block cheddar cheese market as reported
on the Chicago Mercantile Exchange (CME Block Market). The selling
price of the Company's products, as well as products of others in
the industry, is a function of this market.

In addition to the soft CME Block Market, earnings during the year
were negatively impacted by a $350,000 reserve for obsolete
inventory ($150,000 of which was incurred in the fourth quarter),
a $50,000 increase in the Company's reserve for bad debts due to
the bankruptcy of one of the Company's largest customers, $85,000
in legal fees attributable to negotiations in connection with a
possible acquisition by the Company, and $55,000 in depreciation
adjustments (all of which were expensed in the fourth quarter).
Without such charges, the loss in the fourth quarter, prior to the
extraordinary item, would have been $231,000 (or $.07 per share),
reflecting an improving trend in the business of the Company
during the fiscal year. The extent of the improvement in the
fourth quarter of 2003 is further highlighted by the fact that the
average price per pound for block cheddar cheese on the CME Block
Market for such quarter was $.13 lower ($1.12) than the average
price per pound for the fourth quarter of 2002 ($1.25). Under
comparable circumstances this would have led to a greater loss in
the fourth quarter of 2003 than in the fourth quarter of 2002. The
improvement primarily was due to the efforts of Jay Rosengarten,
who was appointed as chief executive officer of the Company during
the year. Under his leadership, the Company has undertaken a
number of cost saving steps to make its operations more efficient,
and has instituted a quality assurance program to improve the
quality of its products. In addition, the Company has begun to
implement a selling strategy designed to increase the premiums it
gets for its products and eliminate unprofitable customers. These
steps have been taken to insure that the Company will be in a
position to take advantage of a CME Market that has improved
significantly since the beginning of July 2003.

The Company also reported that there will be a delay in the filing
of its Annual Report on Form 10-K due to the failure to obtain on
a timely basis a waiver of a default in the debt service ratio
covenant contained in its USDA guaranteed 20-year term loan with
First International Bank, N.A. (UPS Capital Business Credit).

Jay Rosengarten, CEO stated: "The failure to obtain the waiver
prior to filing the Annual Report on Form 10-K would require the
Company to report the loan as a current liability as at its fiscal
year ended March 31, 2003. This in turn would result in a default
in other covenants contained in the loan agreement with the Bank,
as well as a default in covenants contained in loan agreements
with other banks. Monthly payments of the obligation to the Bank
have been made on a timely basis. The Company has been advised by
the Bank that the delay in obtaining the waiver stems from the
need to obtain approval for the waiver from the USDA and the
paperwork involved in the process. We have no reason to believe
that the waiver will not be forthcoming."


MEGO FINANCIAL: Allan Bentley Appointed as Chapter 11 Trustee
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada approves the
United States Trustee's application for the appointment of C. Alan
Bentley as the Chapter 11 Trustee in Mego Financial Corp.'s
reorganization proceedings.

The U.S. Trustee tells the Court that he consulted the two
important parties in interest in these cases:

      a) Stephen R. Harris, attorney for the Debtors; and

      b) Michael Richman, attorney for Textron Financial.

regarding the appointment of the trustee and talked with them
about what type of work the trustee might have to do in the cases.

To the best of the U.S. Trustee's knowledge, C. Alan Bentley has
no connections with the Debtors, creditors and any other parties
in interests in these cases.

Mego Financial Corp., headquartered in Henderson, Nevada is in the
business of vacation time share resorts sales and management
business.  The Company filed for chapter 11 protection on July 9,
2003 together with its 4 affiliated entities (Bankr. Nev. Case No.
03-52300).  Stephen R Harris, Esq., at Belding, Harris & Petroni,
Ltd., represents the Debtors in their restructuring efforts.  When
the Company filed for protection from its creditors, it listed
more than $1 million in assets and $39,319,861 in liabilities.


MIDWEST AIRLINES: Restructuring Initiatives Save the Day
--------------------------------------------------------
Midwest Express Holdings, Inc. (NYSE: MEH) has averted the
necessity of filing for reorganization under Chapter 11 of the
Bankruptcy Code.

The airline holding company said Wednesday evening that it had
achieved its major restructuring objectives including labor cost
savings and productivity improvements from its three employee
unions, identification of opportunities to enhance productivity
for non-represented employees, and renegotiation of aircraft
finance agreements. Reaching closure on those items allows the
company to move forward with efforts to obtain new financing.


MIRANT CORP: Names Robert Dangremond Chief Restructuring Officer
----------------------------------------------------------------
Mirant's board of directors has elected Robert N. Dangremond as
chief restructuring officer.

Dangremond, a principal with AlixPartners, LLC, will be joined in
his restructuring assignment by two other AlixPartners principals,
Bettina Whyte and Douglas Werking. In this newly-created position,
Dangremond will lead Mirant's efforts to restructure its business
following the company's July 14 Chapter 11 filing. Reporting
directly to Marce Fuller, president and chief executive officer,
Dangremond will serve as the company's primary representative in
the bankruptcy process. He will define Mirant's restructuring
goals, lead their implementation, and participate in the
preparation of a long-term business plan as well as the company's
Chapter 11 plan of reorganization.

"Bob and his colleagues provide valuable perspective and
experience to the Mirant management team as we restructure the
company and work to emerge from Chapter 11 stronger and more
viable," said Fuller.

"Mirant's business has all the essential components to
successfully complete a financial restructuring," said Dangremond.
"Our ultimate goal is to reshape Mirant so that it can emerge from
Chapter 11 with maximum growth potential and opportunity for long-
term success."

                        Robert N. Dangremond

Mr. Dangremond recently served as the senior vice president and
chief restructuring officer at Harnischfeger Industries, Inc., a
global manufacturer of mining equipment and pulp and papermaking
machinery. Previously, he served as interim chief financial
officer of Zenith Corporation. He has been involved in numerous
restructurings requiring strategic repositioning of core
operations, refinancings, divestitures, aggressive cost reductions
and comprehensive working capital initiatives.

                          Bettina Whyte

Ms. Whyte's background includes acting as interim crisis manager
of a billion dollar, NYSE-listed, diversified health care
corporation providing physician management, hospital billing,
managed care and the management of clinics and HMOs; advising the
management of a national computer retailer on a successful
turnaround and sale of the business; and, development of a
comprehensive business plan and loan renegotiation strategy that
kept a $300 million waste management company out of Chapter 11.

                         Douglas Werking

Mr. Werking specializes in financial restructurings and
operational turnarounds. He is currently completing an assignment
as restructuring advisor at Burlington Industries, Inc. and
previously served as a turnaround and restructuring advisor to
Fruit of the Loom, Ltd., and chief financial officer of Peregrine,
Inc. an automotive parts manufacturer during their out of court
restructuring.

On July 14, Mirant filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code. Additionally, on
July 15 certain of the company's Canadian subsidiaries filed an
application for creditor protection under the Companies Creditors'
Arrangement Act (CCAA) in Canada. Mirant Corp., Mirant Americas
Generation, LLC, and substantially all of the companies' wholly-
owned subsidiaries in the United States are included in the
Chapter 11 filings. Excluded from the filings are the company's
operations in the Philippines and the Caribbean.

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


MIRANT: Begins Trading Common Stock & Preferreds on Pink Sheets
---------------------------------------------------------------
Mirant announced that its common stock and Mirant Trust I 6.25
percent Convertible Trust Preferred Series A securities will be
quoted on Pink Sheets. The new stock symbols are MIRKQ for the
common stock, and MIRPQ for the trust preferred securities.

Pink Sheets is a daily listing of bid and ask prices for over-the-
counter (OTC) stocks not included in the daily OTC bulletin board.
Quotes can be found at http://www.pinksheets.com

Mirant's stock may be traded OTC at some point during its Chapter
11 proceeding. Mirant will be eligible for OTC trading when its
Securities and Exchange Commission filings become current.
Mirant's new stock symbols may be changed if its stock becomes
eligible for OTC trading.

On July 15, the New York Stock Exchange announced that it
suspended trading in both Mirant common stock and its trust
preferred securities. The NYSE then announced its intent to delist
the securities. Delisting is a process that normally takes several
weeks. Under NYSE procedures, Mirant has the right to appeal the
decision but may elect to decline.

Until a plan of reorganization for Mirant's Chapter 11 proceeding
has been developed, the treatment of existing creditor and
stockholder interests in the company cannot be determined.

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


MIRANT: Wants to Honor Up to $5.2MM of Critical Vendor Claims
-------------------------------------------------------------
Mirant Corp. and its dozens of debtor-affiliates ask the
Bankruptcy Court for permission to pay up to $5.2 million of
prepetition amounts owed to critical vendors.  The Debtors tell
the Court that the amount is a fraction of one percent of the
total $9 billion pool of unsecured debt and about 1.3% of $400
million owed to trade creditors.

The Debtors ask the Court for permission to pay prepetition
claims held by Critical Vendors that fall into five specific
categories:

       (A) Shipping Obligations

The Debtors receive and store fuel to operate their power plants
and for resale to third parties.  Continued delivery of fuel is
essential.  If the process is interrupted, power plant operations
come to a halt and national electrical service may be disrupted.
Power plants, Mirant tells Judge Lynn, can't be turned on and off
at the mere flip of a switch.

Coal comes by rail, gas and oil reserves are stored in third-
party tanks, and spare parts are stored in third-party
warehouses.  The Debtors have to pay for these goods and services
at a rate of about $2 million a week.  Many of the carriers and
storage facilities have statutory liens on the goods.

       (B) Essential Services

The Debtors receive four types of essential services from sole-
source vendors that impact employee safety and infrastructure
integrity:

           -- permitting and environmental compliance services;
           -- emergency equipment and maintenance personnel;
           -- security, fire and alarm services; and
           -- water treatment.

       (C) Regulatory Compliance Vendors

In the ordinary course of business, the Debtors rely on a number
of Critical Vendors to assist in complying with applicable
governmental laws and regulations, including regulated waste
disposal and recycling.  Payment of these vendors' claims will
avoid fines and penalties or, at worst, closure of a facility.

       (D) Equipment Maintenance Vendors

Boilers, turbines, cranes, motors, computers and other equipment
in the Debtors' facilities must function properly and at peak
performance.  They require routine maintenance, cleaning and
repair, and the Debtors believe many equipment maintenance
vendors will refuse to provide postpetition goods and services is
all or a portion of their prepetition claim is not paid.

       (E) Security, Fire and Alarm Services and Water Treatment

If the Debtors don't pay amounts owed to sole-source security
companies, fire and alarm service providers and water treatment
facilities, proper and safe functioning of the Debtors'
facilities is placed in jeopardy.

The Debtors also ask for authority to pay up to $150,000,
provided no single vendor is paid more than $25,000 and on 5
days' notice to the Court, the U.S. Trustee and counsel to the
Debtors and any official committees, to any prepetition vendor
the Debtors conclude is critical.

                       The Doctrine of Necessity

The ability of a Bankruptcy Court to authorize the payment of a
prepetition debt when it'll facilitate rehabilitation of a debtor
is not a novel concept, Robin Phelan, Esq., at Haynes & Boone,
LLP, argues.  The U.S. Supreme Court endorsed the equitable
common law principle now dubbed the Doctrine of Necessity more
than 100 years ago in Miltenberger v. Logansport, C. & S.W.R.
Co., 106 U.S. 286, 1 S.Ct. 140, 27 L.Ed. 117 (1882).  printiplae
Judge Lifland in Mantalked about it years ago in In re Ionosphere
Blubs, Inc., 98 B.R. 174 (Bankr. S.D.N.Y. 1989).  The Northern
District of Texas endorsed payment of critical vendor claims
outside a plan of reorganization in In re CoServ, L.L.C., 273
B.R. 487 (Bankr. N.D. Tex. 2002).

There is one recent decision in the Kmart bankruptcy case in
which the court ruled that traditional critical vendor relief was
not appropriate in that case.  Capital Factors, Inc. v. Kmart
Corp., 291 B.R. 818 (N.D. Ill. 2003).  Mirant would argue that
that the Kmart decision, which is not controlling in the Fifth
Circuit, is inapposite here.  Kmart sought authority to pay
certain prepetition obligations to trade creditors that supplied
goods to Kmart stores.  Id.  These creditors included, inter
alia, egg and dairy vendors and liquor distributors.  Id. at 820.
While the supply of eggs, milk and alcoholic beverages may have
enhanced the sundries offered by Kmart and possibly increased
customer traffic at Kmart's stores and/or increased sales
revenues, such items can hardly be considered "critical" when
compared to the goods/services provided by the prepetition
vendors that the Debtor has identified as critical.  Further,
such fungible goods could have been obtained by Kmart from other
dairy farmers and liquor distributors, albeit presumably on less
favorable terms. Id.

Here, the critical vendors of the Debtor are truly "critical" in
the most fundamental sense.  Mirant's critical vendors are not
mere suppliers of fungible goods easily obtainable on the open
market from a host of generic vendors. Rather, these vendors
provide unique, highly specialized services which are necessary
to protect the environment, comply with environmental and energy
restrictions at the local and federal level, and maintain
adequate wholesale energy supplies which are ultimately enjoyed
by thousands of businesses and consumers without disruption.
Moreover, due to the highly specialized nature of the goods and
services provided to the Debtor by these vendors, competing
vendors or alternative options are practically nonexistent in
areas in which the Debtor's facilities are located. Accordingly,
the truly critical nature of the goods and services supplied by
these vendors to the Debtor requires unique protection, in
contrast to the goods not deemed critical in Kmart. (Mirant
Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


MOSAIC GROUP: Canadian Court Further Extends CCAA Stay to Aug 15
----------------------------------------------------------------
Mosaic Group Inc. (TSX:MGX) has sought and obtained from the
Ontario Superior Court of Justice an order granting it and certain
of its Canadian subsidiaries an extension of protection under the
Companies' Creditors Arrangement Act (Canada) to and including
August 15, 2003. The order of the Ontario Superior Court of
Justice also accepted and approved the report dated July 9, 2003
of KPMG Inc., in its capacity as monitor of the Company. A copy of
the report will be filed by the Company with the Canadian
securities regulators and will be available at their Web site at
http://www.sedar.com

In December, 2002, the Company and certain of its Canadian
subsidiaries and affiliated companies obtained an order from the
Ontario Superior Court of Justice under the Companies' Creditors
Arrangement Act (Canada) to initiate the restructuring of its debt
obligations and capital structure. Additionally, certain of the
Company's US Subsidiaries commenced proceedings for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the Northern District of Texas in Dallas.
Pursuant to these filings, the Company and its relevant
subsidiaries continue to operate under a stay of proceedings.


NATIONAL EQUIPMENT: Looks to FTI Consulting for Financial Advice
----------------------------------------------------------------
National Equipment Services, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Illinois to bring-in FTI Consulting as Financial Advisors in these
chapter 11 cases.

The Debtors selects FTI based on its experience and expertise in
providing financial advisory services in Chapter 11 cases. The
Debtors believes that FTI is well qualified and uniquely able to
provide financial advisory services to them in these cases in an
efficient manner.

The Debtors submit that they need a financial advisor to assist
them in a variety of matters in the operation of the Debtors'
businesses during these Chapter 11 cases. In its capacity, FTI
will provide financial advisory services including:

a. assistance in the preparation and review of reports or filings
    as required by the Bankruptcy Court or the Office of the United
    States Trustee, including but not limited to schedules of
    assets and liabilities, statement of financial affairs and
    monthly operating reports;

b. assistance in the preparation and review of financial
    information for distribution to creditors and other parties-in-
    interest, including but not limited to analyses of cash
    receipts and disbursements, financial statements, and proposed
    transactions for which Bankruptcy Court approval is sought;

c. assistance with implementation of bankruptcy accounting
    procedures as required by the Bankruptcy Code and generally
    accepted accounting principles, including Statement of Position
    90-7;

d. assistance in preparing business plans, budgets, and analyzing
    the business and financial condition of the Debtors;

e. assistance in evaluating reorganization strategies and
    alternatives;

f. available to the Debtors, including the sale of Debtors'
    assets;

g. assistance in developing the Debtors' financial projections and
    assumptions;

h. preparation of enterprise, asset and liquidation valuations;

i. assistance in preparing documents necessary for confirmation of
    a plan of reorganization, including financial and other
    information contained in the plan of reorganization and
    disclosure statement;

j. advice and assistance to the Debtors in negotiations and
    meetings with any official creditors' or equity committees and
    other creditors or equity holders;

k. expert witness testimony regarding plan of reorganization
    feasibility, avoidance actions or other matters; and

l. other financial and restructuring advisory services as may be
    provided at the Debtors' or the counsels' request to assist the
    Debtors in their business and reorganization.

John Esposito, Senior Managing Director of FTI tells the Debtors
that his firm's current hourly rates are:

           Principals            $550 to $625 per hour
           Consultants           $290 to $525 per hour
           Support Staff         $75 to $190 per hour

National Equipment Services, headquartered in Evanston, Illinois,
rents specialty and general equipment to industrial and
construction end users. The Company filed for chapter 11
protection on June 27, 2003 (Bankr. N.D. Ill. Case No. 03-27626).
James A. Stempel, Esq., at Kirkland & Ellis, represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed debts and assets of
over $100 million each.


NATIONAL STEEL: Reaches Settlement Pact on Retirees' Benefits
-------------------------------------------------------------
National Steel Corporation (OTC Bulletin Board: NSTLB) and the
Official Committee of Salaried Non-Represented Retirees of
National Steel Corporation have entered into a settlement
agreement regarding the modification of medical benefit and life
insurance coverage of Retirees.

Under the terms of the settlement agreement, National Steel will
stop paying premiums for Retiree's health and life insurance plans
on July 31, 2003. Retirees will have a choice of (a) paying for
the continuation of their existing medical coverage through
October 31, 2003, (b) paying for employer- sponsored medical
coverage with both reduced rates and benefits, or (c) finding
their own medical coverage. Information packets are being mailed
to retirees shortly and educational sessions are being planned for
July.

The second medical coverage option offered by National Steel
satisfies many of the Committee's concerns about offering
affordable, continuing medical coverage including prescription
drugs with no pre-existing condition limitations. Committee
spokesperson, former National Steel executive Leon Judd, stated
that "Offering the second medical coverage option as an employer
sponsored plan addresses the Retiree Committee's concerns about
offering an alternative to existing medical coverage, which will
be available to all Retirees regardless of their state of
residence on a continuing basis. Offering a choice of alternatives
permits those Retirees most in need of their current benefit level
to elect to continue it for a period of time, while presenting a
more affordable option with reduced benefits to those Retirees
unable to afford continuing their present level of benefits. In
addition, the offering addresses the Retirees' desire to maintain
continuous coverage and positions the Retirees to take advantage
of the Health Coverage Tax Credit established by the Trade Act of
2002. By addressing these needs, National Steel and the Retiree
Committee have made the most of limited resources in a difficult
situation."

The Retiree Committee was formed pursuant to Section 1114 of the
Bankruptcy Code to act as the authorized representative of
National Steel's non-union, salaried retirees with respect to
their medical and life insurance benefits. National Steel sold
substantially all of its assets to U.S. Steel in May, and is
winding down its business.

Press inquiries can be addressed to Committee Spokesperson Leon
Judd at leonjudd@msn.com


NATIONAL STEEL: Wants to Implement Liquidation Retention Program
----------------------------------------------------------------
Early in National Steel Corporation and its debtor-affiliates'
Chapter 11 cases, the Court approved an employee retention and
severance program designed to minimize management and other key
employee turnover by providing incentives.  The initial program
included four separate components:

     (a) A retention program covering 95 key employees;

     (b) A severance program covering 1,500 non-union employees
         without employment contracts;

     (c) A severance program covering 11 key executive officers and
         nine other key management employees with prepetition
         employment contracts; and

     (d) Continuation of a prepetition deferred compensation plan.

After the Sale of the Debtors' assets to United States Steel
Corporation, substantially all of their employees have either
become employees of U.S. Steel or have been terminated. Excluding
those employees administering certain of their pension plans on
behalf of the Pension Benefit Guaranty Corporation, the Debtors'
continuing workforce is comprised of 26 individuals requested to
remain with the Debtors.

The Debtors acknowledge that these remaining employees and their
collective expertise and knowledge to efficiently wrap up the
estates' affairs are essential to the successful wind-down of the
Debtors' business in a manner that maximizes the recovery to
creditors.  To ensure that the employees will continue to work
for a liquidating estate and to complete the tasks that remain
for these estates, the Debtors decided to implement a Liquidation
Retention Program.

Although continuing to work for them does not provide job security
and typical employee bonuses, the Debtors propose that under the
Liquidation Retention Program, each employee would receive a
single liquidation retention payment equal to the employee's
annual base salary prorated for the amount of time the employee
remains with the company after June 1, 2003.  The Debtors believe
that this structure would encourage an employee to remain with
them as long as needed, because if an employee leaves early for
another job, the entire Liquidation Retention Program is
forfeited.  By this motion, the Debtors seek the Court's authority
to implement the Liquidation Retention Program for their remaining
employees.

According to Mark A. Berkoff, Esq., at Piper Rudnick, in Chicago,
Illinois, each employee's Liquidation Retention Payment would be
paid on the date that the Debtors terminate the employee without
cause.  Employees who are terminated for cause or who resign
before termination would not be entitled to any payments under
the program.

Mr. Berkoff explains that any payment due under the Liquidation
Retention Program is additive to payments that an employee may be
entitled to under the Initial Program, and the Liquidation
Retention Program will not be deemed to alter or modify the
previously approved program in any way.  The Debtors and the
employees have also agreed that any payments that remain due
under the Initial Program will not be paid unless and until the
employee is eligible to receive a payment under the Liquidation
Retention Program.

Mr. Berkoff says that the proposed payments under the Liquidation
Retention Program are "extremely modest for a case of this
magnitude -- less than $2,000,000 in the aggregate." (National
Steel Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


NEXTEL COMMS: 2nd Quarter Fin'l Results Show Strong Performance
---------------------------------------------------------------
Nextel Communications, Inc. (NASDAQ:NXTL), announced record
financial results for second quarter 2003 including income
available to common stockholders of $281 million. Revenue was $2.6
billion, a 19% increase over last year's second quarter. Operating
income before depreciation and amortization was $1.0 billion for
the second quarter, increasing by 23% over the second quarter of
the prior year. Bolstered by improved customer satisfaction,
Nextel added approximately 591,000 subscribers during the second
quarter, bringing total subscribers to 11.7 million at June 30.

"This quarter represents Nextel's strongest performance to date,"
said Tim Donahue, Nextel's president and CEO. "We are delivering
on every front and producing record earnings, record subscriber
additions and garnering the most valuable customers in the
industry. Nextel continues to attract and retain the most valuable
customers in the industry due to our differentiated wireless
products and services, our targeted sales approach and our
enhanced back office systems. Additionally, our Nationwide Direct
Connect rollout is almost complete, and the 6:1 vocoder, which
will nearly double the cellular capacity of our network, is coming
soon. The positive trends we're experiencing bode well for Nextel
for the balance of the year and we've raised our guidance
accordingly."

"Nextel is gaining an increasing share of the best subscribers in
the wireless marketplace," said Tom Kelly, Nextel's executive vice
president and COO. "I'm especially pleased with our improved
customer retention rate which is a testimony to the satisfaction
our customers have with Nextel. Our new products and services,
network quality, and our customer touchpoint strategy are driving
impressive results on all fronts. Nextel's recently announced
exclusive 10-year partnership with NASCAR is unique in
professional sports and representative of our innovative approach
to our current and prospective customers. I am quite optimistic
about the future."

Nextel's average monthly service revenue per subscriber (ARPU) was
approximately $69 for the second quarter, up from $67 in the first
quarter and significantly higher than estimates for other national
wireless carriers. Customer churn was approximately 1.6% for the
second quarter of 2003, the best since 1998.

"Our operating trends once again translated into superior
results," said Paul Saleh, Nextel's executive vice president and
CFO. "We've turned in record results this quarter including
operating income before depreciation and amortization of $1.0
billion with a 42% margin, and free cash flow grew to $314
million. We are ahead of our expectations, and have thus revised
upward our financial guidance for the full year. Additionally, our
consistently strong operating performance and substantial
liquidity position continue to allow us to de-lever the balance
sheet. Including the series D preferred stock which was called on
July 15, we have retired approximately $4.3 billion in debt and
preferred stock since the first quarter of 2002, enabling the
company to avoid approximately $7.1 billion in principal, interest
and dividend obligations."

For the quarter ended June 30, 2003, Nextel retired $131 million
in principal amount of its outstanding debt and mandatorily
redeemable preferred stock in exchange for approximately $137
million in cash. Additionally, on July 15, 2003 Nextel redeemed
$375 million in principal amount of the series D mandatorily
redeemable preferred stock which was outstanding at the end of the
second quarter. Nextel may from time to time as it deems
appropriate enter into other transactions, which in the aggregate
may be material.

Capital expenditures for the second quarter 2003 were $402 million
- down 10% from second quarter 2002 capital expenditures of $448
million. Total minutes of use on the Nextel National Network grew
by 34% in the second quarter to 24.5 billion compared with the
prior year's second quarter.

                          2003 Guidance
              (Revised to reflect positive business trends
                         through mid-year)

Nextel is revising its guidance upward. This guidance is forward-
looking and is based upon management's current beliefs as well as
a number of assumptions concerning future events and as such,
should be taken in the context of the risks and uncertainties
outlined in the Securities and Exchange Commission filings of
Nextel Communications Inc. The new guidance is:

-- Free cash flow of $600 million or more - up from $500 million

-- Earnings per share of $1.00 or more - up from at least $0.75

-- Operating income before depreciation and amortization of $3.9
    billion or more - up from $3.8 billion

-- Capital expenditures of $1.8 billion or less - unchanged

-- Net subscriber additions (excluding Boost Mobile) of 1.9
    million or more - up from 1.7 million

Nextel Communications, a Fortune 300 company based in Reston, Va.,
is a leading provider of fully-integrated wireless voice and data
communications services including NEXTEL(R) high quality digital
cellular services and two-way messaging services; NEXTEL DIRECT
CONNECT(R)--the long-range digital walkie-talkie feature; NEXTEL
ONLINE(R) wireless data content and business solutions. Nextel and
Nextel Partners, Inc. have built the largest guaranteed all-
digital wireless network covering 198 of the top 200 U.S. markets.
Nextel's wireless voice and packet data communications services
are available today in areas of the U.S. where approximately 240
million people live or work.

                          *     *     *

As reported in the Troubled Company Reporter's March 12, 2003
edition, Fitch Ratings revised the Rating Outlook on Nextel
Communications Inc. to Positive from Stable. The Positive Outlook
applies to Nextel's senior unsecured note rating of 'B+', the
senior secured bank facility of 'BB' and the preferred stock
rating of 'B-'. The Positive Outlook reflects Fitch's view that
favorable financial and operating trends will continue over the
next several quarters based on the positive momentum produced from
the three factors during 2002:

        -- The significant improvement in operating performance
           through strong cost containment, low churn and solid
           ARPUs despite a somewhat unfavorable climate within the
           wireless industry and a weak economic environment.

        -- The reduction in financial risk due to the repurchase
           of $3.2 billion in debt and associated obligations.

        -- A strong competitive position relative to other
           operators due to the unique push-to-talk application
           that allows Nextel to target higher-value and lower
           churn business users.


NORTHWEST AIRLINES: Joins Sabre Travel DCA Three-Year Option
------------------------------------------------------------
Sabre Travel Network, a Sabre Holdings (NYSE: TSG) company,
announced that Northwest Airlines (Nasdaq: NWAC) has joined the
Sabre Direct Connect Availability (DCA) Three-Year Option. This
program commits the carrier to a three-year term at the highest
level of participation in the Sabre global distribution system in
exchange for a reduced booking fee rate fixed for three years.

"Participating in the Sabre DCA Three Year program enables
Northwest Airlines and KLM to meet the important goal of lowering
distribution costs while serving travelers through multiple
channels," said Al Lenza, vice president of distribution and e-
commerce with Northwest Airlines. "This new initiative
demonstrates Northwest's efforts to make all our publicly
available fares and content available where it is economically
viable for us to do so."

In the Sabre GDS, airlines sign a participating carrier agreement
enabling them to choose from one of several optional levels of
connectivity to the system. DCA is the highest level and provides
airlines with a wide range of services to market and sell their
flight and fare information. Through the Sabre DCA Three-Year
Option, airlines agree to provide access to all published fares to
all Sabre GDS users, including Sabre Connected online and offline
travel agencies. This includes published fares that the airlines
sell through any third-party Web site and through their own Web
site and reservation offices. The airlines also furnish generally
the same customer perks and amenities to passengers booked through
the Sabre GDS as those afforded through other GDS's and Web sites.
Sabre Travel Network provides participating airlines with a
reduction to their current applicable DCA booking fee.

"The Sabre DCA Three-Year Option is a win-win for all parties,"
said John Stow, president of Sabre Travel Network. "Northwest
lowers distribution costs, agencies enhance customer service,
travelers gain access to all Northwest fares through the channel
of their choice and Sabre Travel Network gains a three year
commitment from the airline."

Sabre Travel Network, a Sabre Holdings company, provides access to
the world's leading global distribution system and products and
services enabling agents at more than 56,000 agency locations
worldwide to be travel experts. About 35 percent of the world's
travel is booked through the Sabre GDS. Originally developed in
1960, it was the first system to connect the buyers and sellers of
travel. Today the system includes more than 400 airlines,
approximately 60,000 hotels, 53 car rental companies, nine cruise
lines, 36 railroads and 232 tour operators.

Sabre Holdings Corporation (NYSE: TSG) is a world leader in travel
commerce, retailing travel products and providing distribution and
technology solutions for the travel industry. More information
about Sabre Holdings is available at
http://www.sabre-holdings.com/

Northwest Airlines 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."

For more information pertaining to Northwest, visit its Web site
at http://www.nwa.com

As reported in Troubled Company Reporter's May 22, 2003 edition,
Fitch Ratings assigned a rating of 'B' to the $150 million in
convertible senior unsecured notes issued by Northwest Airlines
Corp. The privately-placed notes carry a coupon rate of 6.625% and
mature in 2023. The Rating Outlook for Northwest is Negative.

The 'B' rating reflects continuing concerns over Northwest's
capacity to deliver the substantial improvements in operating cash
flow that will be necessary if the airline is to meet growing cash
financing obligations (interest, scheduled debt and capital lease
payments, rents and required pension plan contributions). In light
of the weak business travel demand environment that clouds
prospects for a quick rebound in industry unit revenue,
Northwest's future liquidity position will be influenced primarily
by the company's success in negotiating labor cost reductions with
its unionized employees. While the dialogue with labor is ongoing,
there are no signs that a substantial reduction in labor costs is
imminent.


NRG ENERGY: Earns Nod to Continue Existing Investment Practices
---------------------------------------------------------------
After due deliberation, U.S. Bankruptcy Court Judge Beatty
authorizes the NRG Energy Debtors to invest and deposit funds in
accordance with Section 345 of the Bankruptcy Code.  Specifically
with respect to the Wells Fargo Overnight Investment Account and
short-term investment account, Account Nos. 11-11-984 and
02146892, Judge Beatty authorizes the Debtors to invest the funds
in agreements to repurchase treasury direct securities, and up to
$10,000,000 in agreements not utilized prior to the Petition Date.

Furthermore, the Court permits the Debtors to continue their
current investment practices at the Bank of New York with respect
to the accounts of Finance Company I currently invested in
commercial paper, for two weeks from July 7, 2003, by which date
Finance Company I will reinvest the funds in direct treasury
obligations or other investments in accordance with Section 345(b)
guidelines of the Bankruptcy Code. (NRG Energy Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


OWENS & MINOR: Reports Improved Second Quarter 2003 Performance
---------------------------------------------------------------
Owens & Minor (NYSE: OMI) reported that sales for the second
quarter ended June 30, 2003, were $1.05 billion, up 8 percent, or
$74.9 million, compared to the second quarter last year. Earnings
per diluted common share were $0.37, up 19 percent in comparison
to $0.31 for the prior year quarter. For the same period, net
income grew 18 percent to $13.6 million.

"These are truly outstanding results for the second quarter and
year-to-date," said G. Gilmer Minor, III, chairman and chief
executive officer of Owens & Minor. "This momentum started in the
third quarter last year, and continues. We continue to grow our
business by penetrating existing accounts, thereby leveraging our
current cost structure and improving productivity. We have also
added some new business. What I love most is the spirit of our
teammates, which is the engine that drives the train. We will work
hard to have an excellent second half as well."

                    Other Second Quarter Results

For the second quarter 2003, operating earnings remained
consistent at 2.5 percent of net sales, compared to 2.5 percent in
the same period of last year, even as the company made
considerable investments in its strategic initiatives. This
consistency in operating earnings resulted from strong sales
trends, balanced by core business productivity improvements. The
productivity improvements were demonstrated by gains in operating
measurements such as lines picked per hour, sales per teammate,
and sales per square foot of distribution space. Gross margin was
10.5 percent of net sales, down slightly from gross margin of 10.6
percent from the prior year quarter. Selling, general and
administrative expenses (SG&A) were better than anticipated at 7.7
percent of net sales.

Asset management was strong for the second quarter, with
significant improvement in days sales outstanding (DSO), and
resulted in cash flow from operations of $34.8 million. Strong
cash collections drove the improvement in DSO to 28.0 from 33.4 at
the end of second quarter of 2002. Inventory turns for the quarter
remained steady at 9.9 compared to 10.0 in last year's second
quarter.

"Sales have continued to increase this quarter, largely as a
result of our ability to grow our strong relationships with
existing customers," said Craig R. Smith, president and chief
operating officer of Owens & Minor. "At the same time, we managed
our expenses very effectively with productivity improvements in
the field operations, even as we made investments in our strategic
initiatives. Also, during the quarter we signed a number of
significant agreements that will move each of our strategic
initiatives forward. Our team is rising to the opportunities we
are seeing in the healthcare marketplace."

                       Year-to-Date Results

For the six months ended June 30, 2003, sales were $2.07 billion
compared to $1.95 billion for the comparable period in 2002, an
increase of 6.5 percent. Net income was $26.5 million, up 19
percent from $22.3 million in the comparable period of 2002. Year-
to-date, EPS was $0.72 compared to $0.60 in 2002, an increase of
20 percent.

Year-to-date, operating earnings were 2.5 percent of net sales,
unchanged from the corresponding period in 2002, while both gross
margin of 10.6 percent and SG&A of 7.7 percent were consistent
with the comparable period of 2002. Cash flow from operations
year-to-date was strong at $114.9 million.

                     Updated Outlook for 2003

Due to encouraging sales results and strong year-to-date
performance, Owens & Minor is raising its financial guidance for
2003. The company anticipates sales growth in the 5 to 7 percent
range. The company also now anticipates EPS for the year 2003 to
be between $1.40 and $1.45.

                        Recent Highlights

OMSolutions(SM) Signs The Children's Hospital of Philadelphia.
Through its OMSolutions(SM) consulting group, Owens & Minor signed
a comprehensive, five-year agreement with The Children's Hospital
of Philadelphia, ranked as the best pediatric hospital in the
nation in a Child magazine survey. The innovative agreement
includes materials management outsourcing, a five-year traditional
distribution services agreement, and installation of WISDOM(2SM),
Owens & Minor's award-winning data mining tool. Also, the
agreement includes process improvement targets and provisions for
ongoing benchmarking.

Owens & Minor recently announced that it has named Mark Van
Sumeren as senior vice president, OMSolutions(SM).  Van Sumeren,
who brings twenty-four years of healthcare experience to Owens &
Minor, joins the team from Cap Gemini Ernst & Young. He will
assume his duties effective August 4, 2003.

Department of Defense's Defense Logistics Agency Selects Owens &
Minor. During the second quarter of 2003, Owens & Minor announced
that it was chosen by the Department of Defense's Defense
Logistics Agency to cross-dock medical supplies bound for the DOD
Central Command and European Command. In this activity-based fee
arrangement, Owens & Minor is receiving and consolidating medical
and surgical supplies from a variety of sources for shipment
overseas to support a single military air bridge from the United
States to the Middle East and Europe. Owens & Minor was also named
the Medical/Surgical Prime Vendor for Central Command. With this
award Owens & Minor is now the sole prime vendor for distributed
medical and surgical products bound for overseas military combat
forces and overseas fixed-base medical treatment facilities
outside of the Pacific Rim. The company anticipates that
incremental sales from the Central Command award will exceed
approximately $25 million annually.

HealthTrust Purchasing Group, LP Names Owens & Minor as One of
Three Authorized National Distributors. In the second quarter,
Owens & Minor signed a five-year master distribution agreement
with HealthTrust Purchasing Group, LP, a Nashville, Tennessee-
based group purchasing organization. Under terms of this
agreement, Owens & Minor is one of three national healthcare
product distributors authorized to pursue distribution contracts
with HPG. As one of the nation's leading healthcare group
purchasing organizations, HPG membership includes HCA, HMA, Triad,
Lifepoint, Ardent, Quorum, Vanguard, as well as other members. The
agreement is effective September 1, 2003.

Owens & Minor University Opens Doors.  In the second quarter,
Owens & Minor University opened its doors to students on April 23,
2003. In the last three months, OMU deans have appointed teammate
advisory boards for the six different colleges, and more than 100
courses, offered both in the field and at the new teaching
facility, are now available to teammates. Due to popular demand,
course offerings have been expanded and faculty members have been
added.

Owens & Minor, Inc. (S&P/BB+/Stable) , a Fortune 500 company
headquartered in Richmond, Virginia, is the nation's leading
distributor of national name brand medical/surgical supplies. The
company's distribution centers throughout the United States serve
hospitals, integrated healthcare systems and group purchasing
organizations. In addition to its diverse product offering, Owens
& Minor helps customers control healthcare costs and improve
inventory management through innovative services in supply chain
management and logistics. The company has also established itself
as a leader in the development and use of technology. For news
releases, more information about Owens & Minor, and virtual
warehouse tours, visit the company's Web site at
http://www.owens-minor.com


PAC-WEST TELECOMM: Will Publish 2nd Quarter Results on July 30
--------------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of integrated
communications services to service providers and business
customers in the western U.S., announced the date for its second
quarter 2003 earnings release and conference call.

Pac-West plans to announce its financial and operating results for
the second quarter 2003 on Wednesday, July 30, 2003, after market
close. An investor conference call will be held on Thursday, July
31, 2003 at 8:30 a.m. Pacific Time/11:30 a.m. Eastern Time.
Investors are invited to participate by dialing 1-888-291-0829 or
706-679-7923. The call will be simultaneously webcast on Pac-
West's Web site at http://www.pacwest.com/investor An audio
replay will be available through August 14, 2003 by dialing 1-800-
642-1687 or 706-645-9291 (passcode #1759971).

Founded in 1980, Pac-West Telecomm, Inc., is one of the largest
competitive local exchange carriers headquartered in California.
Pac-West's network carries over 100 million minutes of voice and
data traffic per day, and an estimated 20% of the dial-up Internet
traffic in California. In addition to California, Pac-West has
operations in Nevada, Washington, Arizona, and Oregon. For more
information, visit Pac-West's Web site at http://www.pacwest.com

                           *  *  *

As reported in Troubled Company Reporter's May 1, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Stockton, Calif.-based competitive local exchange
carrier Pac-West Telecomm Inc. to 'D' from 'CC'. The rating on
the 13.5% senior notes due 2009 has been lowered to 'D' from
'C'.

S&P explained, "Given the company's significant dependence on
reciprocal compensation (the rates of which the company expects to
further decline in 2003) and its limited liquidity, Pac-West will
likely find the implementation of its business plan continue to be
challenging."


PACKAGED ICE: Receives Consents to Amend 9.75% Note Indenture
-------------------------------------------------------------
Packaged Ice, Inc. (Amex: ICY) announced that, as part of its
previously announced tender offer and consent solicitation for its
outstanding 9-3/4% Series A Senior Notes due 2005 and 9-3/4%
Series B Senior Notes due 2005, as of 5:00 p.m. New York City
time, it had received the requisite consents to the proposed
amendments to the Indenture governing the Notes.

Each holder of Notes who validly consented to the proposed
amendments on or prior to 5:00 p.m., New York City time, on
July 16, 2003, and did not validly withdraw such consent, will be
entitled to the total consideration of $1,025.63 per $1,000
principal amount of Notes, including the consent payment in the
amount of $1.25 per $1,000 principal amount of Notes if, and only
if, Packaged Ice accepts for payment Notes tendered pursuant to
the tender offer.  Holders who tender their Notes after the
Consent Expiration Date will not be entitled to receive the
consent payment.  Notes tendered prior to the Consent Expiration
Date may not be withdrawn and related consents may not be revoked,
except in the limited circumstances described in the Offer to
Purchase and Consent Solicitation Statement, dated July 2, 2003,
and related Consent and Letter of Transmittal, which set forth the
complete terms of the tender offer and consent solicitation.

The tender offer expires at 5:00 p.m., New York City time, on
July 31, 2003, unless extended by Packaged Ice.  As of the close
of business on July 16, 2003, approximately $230.4 million of the
$255.0 million aggregate outstanding principal amount of the
Notes, had been tendered.

On May 12, 2003, Packaged Ice entered into an agreement and plan
of merger with CAC Holdings Corp. and Cube Acquisition Corp.
pursuant to which Cube will be merged with Packaged Ice (the
"Merger"), subject to the approval of Packaged Ice's shareholders
and the satisfaction of various other conditions, with Packaged
Ice surviving the Merger and continuing as a wholly-owned
subsidiary of CAC.  CAC and Cube were jointly formed by Trimaran
Fund Management, L.L.C. and Bear Stearns Merchant Banking for
purposes of completing the Merger.

In order to finance the Merger and the total consideration, it is
expected that Trimaran and Bear will make a cash equity
contribution to CAC and that Packaged Ice will obtain additional
funds through borrowings under a new credit facility and through
the issuance of a new series of senior subordinated notes through
a private placement under Rule 144A of the Securities Act of 1933,
as amended, and/or a senior subordinated bridge loan. The tender
offer and consent solicitation are conditioned upon the
consummation of the Merger and the receipt of adequate financing.
If the Merger is not consummated or adequate financing is not
available to fund the total consideration, Packaged Ice will not
be required to complete the tender offer and consent solicitation.

Credit Suisse First Boston LLC, Bear, Stearns & Co. Inc. and CIBC
World Markets Corp. are the Dealer Managers for the tender offer
and the consent solicitation and Georgeson Shareholder is the
Information Agent for the tender offer and consent solicitation.
The tender offer and consent solicitation are being made pursuant
to the Offer to Purchase and Consent Solicitation Statement and
related Consent and Letter of Transmittal.  Questions concerning
the procedures of the tender offer and the consent solicitation
and requests for the related materials should be directed to
Georgeson Shareholder, toll free at (800) 293-7319.  Questions
concerning the terms of the tender offer may be directed to the
following, as Dealer Managers for the tender offer: Credit Suisse
First Boston LLC, Liability Management Group, toll free at (800)
820-1653; Bear, Stearns & Co. Inc., Global Liability Management
Group, toll free at (877) 696-BEAR (696-2327); and CIBC World
Markets Corp., Brian Perman, toll free at (800) 274-2746.

Packaged Ice is the largest manufacturer and distributor of
packaged ice in the United States.  With over 1,700 employees, the
Company sells its products primarily under the widely known Reddy
Ice brand to more than 73,000 locations in 31 states and the
District of Columbia.  The Company provides a broad array of
product offerings in the marketplace through traditional direct
store delivery, warehouse programs, and its proprietary Ice
Factory technology.  Packaged Ice serves most significant consumer
packaged goods channels of distribution, as well as restaurants,
special entertainment events, commercial users and the
agricultural sector.

As reported in Troubled Company Reporter's May 15, 2003 edition,
Standard & Poor's Ratings Services placed its 'B-' corporate
credit and senior unsecured debt ratings on Packaged Ice Inc. on
CreditWatch with developing implications.

Dallas, Texas-based Packaged Ice had about $366 million of debt
and preferred stock outstanding at March 31, 2003.


PG&E: USGen Gets Interim Nod to Continue Cash Management System
---------------------------------------------------------------
USGen's corporate policy with respect to cash management is to
maintain adequate liquidity, ensure proper controls, account for
cash assets and invest cash for maximum short-term returns
consistent with prudent policy guidelines.  To these ends, USGen
maintains a cash management system, which is subject to
monitoring and control by its corporate treasury department, and
which includes the use of a bank account and an investment
account, established business forms and checks.

USGen's Cash Management System is similar to the cash management
systems used by other major corporate enterprises.  Its Cash
Management System provides significant benefits to its operations,
including, inter alia, the ability to:

       (i) efficiently control and ensure the maximum availability
           of corporate funds when necessary;

      (ii) develop timely and accurate account balance information;
           and

     (iii) maximize returns through the investment of funds
           consistent with prudent investment policies.

Leslie J. Polt, Esq., at Blank Rome LLP, in Baltimore, Maryland,
tells the Court that USGen's Cash Management System is also
integral to the processing of intercompany transactions and
maintaining needed services.  For instance, a non-debtor operating
affiliate incurs obligations to third parties, including
employees, on the Debtor's behalf, and then invoices the Debtor
accordingly.  The Cash Management System, in conjunction with
USGen's accounting system, allows for the accurate tracking and
tracing of these transactions.

Consequently, Ms. Polt contends that forcing USGen to employ a
new Cash Management System would cause confusion and introduce
inefficiency at a time when efficiency is most critical.  USGen
will continue to code all receipts and disbursements and maintain
records of all transfers within the Cash Management System, so
that all transfers and transactions will be properly documented
and accurate balances will be maintained.  USGen believes that
the maintenance of its Accounts and the Cash Management System is
warranted in this case.

At the First Day hearing, USGen sought and obtained the Court's
authority to continue using its Cash Management System on an
interim basis. (PG&E National Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PRIME RETAIL: 2 Pref. Shareholders Balk at Proposed Allocation
--------------------------------------------------------------
Prime Retail, Inc. (OTC Bulletin Board: PMRE, PMREP, PMREO)
announced that two shareholders of the Company that collectively
own approximately 32% of the outstanding shares of Series A
Preferred Stock have objected to the allocation of consideration
proposed by the Company in connection with the previously
announced merger between the Company and an affiliate of The
Lightstone Group, LLC.

In separate communications, Merrill Lynch & Co., Inc., which owns
511,572 shares, or approximately 22%, of the outstanding Series A
Preferred Stock, and Fortress Investment Trust II, which owns
230,000 shares, or approximately 10%, of such stock, have
indicated that the proposed allocation of $16.25 per share of
Series A Preferred Stock is inadequate.  As previously announced,
shareholder approval of the transaction with Lightstone requires
the affirmative vote of the holders of 66-2/3% of the Company's
outstanding Series A Preferred Stock and Series B Preferred Stock,
each voting separately as a class, as well as the approval of the
holders of a majority of the Company's Common Stock voting to
approve the transaction and an amendment to the Company's charter.

In response to these communications, the Company, together with
its legal and financial advisors, expects to engage in discussions
with Merrill Lynch and Fortress concerning the transaction and the
proposed allocation.  There can be no assurances as to the timing,
nature or outcome of these discussions which may include other
shareholders of the Company.  Although under the terms of the
merger agreement with Lightstone the Company has reserved the
right to modify, at its discretion, the allocation of
consideration among the various classes of shareholders until the
mailing of definitive proxy materials, any such modification would
be subject to approval of the special committee of independent
directors established in connection with the transaction.

Prime Retail is a self-administered, self-managed real estate
investment trust engaged in the ownership, leasing, marketing and
management of outlet centers throughout the United States.  Prime
Retail currently owns and/or manages 37 outlet centers totaling
approximately 10.4 million square feet of GLA.  Prime Retail also
owns 154,000 square feet of office space.  Prime Retail has been
an owner, operator and a developer of outlet centers since 1988.
For additional information, visit Prime Retail's Web site at
http://www.primeretail.com

                          *    *    *

             Liquidity and Going Concern Uncertainty

As reported in Troubled Company Reporter's May 16, 2003 edition,
the Company's liquidity depends on cash provided by operations and
potential capital raising activities such as funds obtained
through borrowings, particularly refinancing of existing debt, and
cash generated through asset sales. Although the Company believes
that estimated cash flows from operations and potential capital
raising activities will be sufficient to satisfy its scheduled
debt service and other obligations and sustain its operations for
the next year, there can be no assurance that it will be
successful in obtaining the required amount of funds for these
items or that the terms of the potential capital raising
activities, if they should occur, will be as favorable as the
Company has experienced in prior periods.

During 2003, the Company's first mortgage and expansion loan
matures on November 11, 2003. The Mega Deal Loan, which is secured
by a 13 property collateral pool, had an outstanding principal
balance of approximately $262.9 million as of March 31, 2003 and
will require a balloon payment of approximately $260.7 million at
maturity. Based on the Company's initial discussions with various
prospective lenders, it is currently projecting a potential
shortfall with respect to refinancing the Mega Deal Loan.
Nevertheless, the Company believes this shortfall may be
alleviated through potential asset sales and/or other capital
raising activities, including the placement of mezzanine level
debt. The Company cautions that its assumptions are based on
current market conditions and, therefore, are subject to various
risks and uncertainties, including changes in economic conditions,
which may adversely impact its ability to refinance the Mega Deal
Loan at favorable rates or in a timely and orderly fashion, or
which may adversely impact the Company's ability to consummate
various asset sales or other capital raising activities.

In connection with the completion of the sale of six outlet
centers in July 2002, the Company guaranteed to FRIT PRT Bridge
Acquisition LLC (i) a 13% return on its approximately $17.2
million of invested capital, and (ii) the full return of its
invested capital in FP Investment LLC by December 31, 2003. As of
March 31, 2003, the Mandatory Redemption Obligation was
approximately $16.4 million. In April 2003, we made an additional
payment of approximately $1.1 million with net proceeds from the
March 31, 2003 sale of certain excess land which reduced the
balance of the remaining Mandatory Redemption Obligation to
approximately $15.3 million. Although the Company continues to
seek to generate additional liquidity to repay the Mandatory
Redemption Obligation through (i) the sale of FRIT's ownership
interest in the Bridge Properties and/or (ii) the placement of
additional indebtedness on the Bridge Properties, there can be no
assurance that it will be able to complete such capital raising
activities by December 31, 2003 or that such capital raising
activities, if they should occur, will generate sufficient
proceeds to repay the Mandatory Redemption Obligation in full.
Failure to repay the Mandatory Redemption Obligation by December
31, 2003 would constitute a default, which would enable FRIT to
exercise its rights with respect to the collateral pledged as
security to the guarantee, including some of the Company's
partnership interests in the 13 property collateral pool under the
aforementioned Mega Deal Loan. Because the Mandatory Redemption
Obligation is secured by some of the Company's partnership
interests in the 13 property collateral pool under the Mega Deal
Loan, the Company may be required to repay the Mandatory
Redemption Obligation before, or in connection with, the
refinancing of the Mega Deal Loan.

These above listed conditions raise substantial doubt about the
Company's ability to continue as a going concern.


QUANTUM CORP: Appoints CEO Rick Belluzzo as New Board Chairman
--------------------------------------------------------------
Quantum Corp. (NYSE: DSS), a leading provider of data protection
systems, announced that Rick Belluzzo, the company's chief
executive officer, has been named chairman of its board of
directors, effective immediately.  Michael Brown, the former
chairman, will continue to serve as a company director.

"In his relatively short time at Quantum, Rick has done a great
job leading Quantum through a number of transitions to better
position the company," said Edward J. Sanderson, Jr., a member of
Quantum's board.  "As Rick has made clear, however, there is still
a lot of work to do.  The board looks forward to the broader role
Rick will play in executing Quantum's data protection strategy and
delivering shareholder value."

Since Belluzzo joined Quantum in September 2002, the company has
taken a number of steps to focus solely on data protection and
improve its long-term performance.  These steps include making two
key acquisitions, outsourcing manufacturing, spinning off one of
its businesses, improving operational efficiencies and reducing
costs.  As a result of these and other actions, for the fiscal
year that ended in March, Quantum gained share both in the super
drive category of the tape market and in tape automation, launched
a new category of disk-based enhanced backup products, improved
gross margins and reduced expenses.  In addition, the company laid
the groundwork for the introduction of several new generation
products next quarter.  These products, which include the SDLT 600
super drive and DX100 enhanced backup solution, will address
important challenges customers are facing in data protection and
thereby expand Quantum's market opportunities.

Quantum Corp., founded in 1980, is a global leader in data
protection, meeting the needs of business customers with
enterprise-wide storage solutions and services.  Quantum offers a
wide range of tape drive and tape automation products for
managing, storing and transferring data, and its DLTtape(TM)
technology is the standard for tape backup, archiving, and
recovery.  Over the past year, Quantum has also been one of the
pioneers in the emerging market of disk-based backup, offering a
solution that emulates a tape library and is optimized for data
protection.  Quantum sales for the fiscal year ending March 31,
2003, were $871 million. Quantum Corp., 1650 Technology Dr., Suite
800, San Jose, CA 95110, 408-944-4000, http://www.quantum.com

As previously reported, Standard & Poor's Ratings Services lowered
its corporate credit rating on Quantum Corp., to double-'B'-minus
from double-'B' and its subordinated debt rating to single-'B'
from single-'B'-plus.


RECOTON CORP: Completes Sale of Audio Assets to Audiovox Corp.
--------------------------------------------------------------
Audiovox Corporation (Nasdaq: VOXX) announced that its previously
disclosed acquisition of the audio assets of Recoton Corp. has
been completed.

The Company, through one of its wholly owned subsidiaries,
acquired Recoton's U.S. audio operation, which includes the well
known brands of Jensen, Advent and Acoustic Research in addition
to Recoton German Holdings GmbH, an audio business with 2002 sales
of $70 million for approximately $40 million and the assumption of
$5 million of debt related to the acquired German subsidiary. This
transaction combined with the already substantial market share of
Audiovox, creates one of the largest U.S. audio suppliers of
mobile entertainment products.

Pat Lavelle, President and CEO of AEC commented, "We believe this
acquisition will enhance our current distribution and give us the
opportunity to broaden our penetration in key retailers here in
the United States as well as expand our product distribution in
Europe."  Lavelle continued, "Customers and suppliers alike have
expressed their desire to rebuild the Jensen, Acoustic Research
and Advent brands in the U.S. and Recoton Germany is already well-
established with the number one market position in car amplifiers
and speakers and number two in home speakers." Lavelle continued,
"We have hired several of the Recoton sales, engineering and
research and development staff members as well as some of the
operational personnel.  We will manage the acquisition from our
New York offices, however we will keep an R&D facility in Lake
Mary, Florida.   Although there is much work to be done, I'm
confident in our ability to rebuild the Jensen name and improve
Audiovox's position in this market."

Audiovox Corporation is an international leader in the marketing
of cellular telephones, mobile security and entertainment systems,
and consumer electronics products. The Company conducts its
business through two subsidiaries and markets its products both
domestically and internationally under its own brands. It also
functions as an OEM (Original Equipment Manufacturer) supplier to
several customers. For additional information, please visit
Audiovox on the Web at http://www.audiovox.com

Recoton Corporation, together with its subsidiaries, is engaged in
the development, manufacturing and marketing of consumer
electronics accessories and home and mobile audio products.
Recoton Corporation is a global leader in the development and
marketing of consumer electronic accessories, audio products and
gaming products. Recoton's more than 4,000 products include highly
functional accessories for audio, video, car audio, camcorder,
multi-media/computer, home office and cellular and standard
telephone products, as well as 900MHz wireless technology products
including headphones and speakers; loudspeakers and car and marine
audio products including high fidelity loudspeakers, home theater
speakers and car audio speakers and components; and accessories
for video and computer games. Recoton Corporation filed for
Chapter 11 protection on April 8, 2003 in the U.S. Bankruptcy
Court for the Southern District of New York (Manhattan).


REDBACK NETWORKS: Second Quarter Net Loss Narrows to $51 Million
----------------------------------------------------------------
Redback Networks Inc. (Nasdaq:RBAK), a leading provider of next-
generation networking equipment, announced its second quarter
results for the period ended June 30, 2003. Net revenue for the
second quarter of 2003 was $22.2 million, compared with $29.5
million for the first quarter of 2003 and $40.1 million for the
second quarter of 2002.

GAAP net loss for the second quarter of 2003 was $51.0 million
compared to a GAAP net loss of $65.1 million in the second quarter
of 2002. Non-GAAP net loss for the second quarter of 2003 was
$26.3 million compared to a non-GAAP net loss of $26.4 million in
the second quarter of 2002. Non-GAAP results exclude amortization
of intangible assets, restructuring charges, stock-based
compensation, realized gain and write-off of certain investments
and certain impairment and inventory charges. See the attached
table for a reconciliation of non-GAAP results to our GAAP
results.

Redback Networks enables carriers and service providers to build
profitable next-generation broadband networks. The company's User
Intelligent Networks(TM) (UIN) product portfolio includes the
industry-leading SMS(TM) family of subscriber management systems,
and the SmartEdge(R) Router and Service Gateway platforms, as well
as a comprehensive User-to-Network operating system software, and
a set of network provisioning and management software.

Founded in 1996 and headquartered in San Jose, Calif., with sales
and technical support centers located worldwide, Redback Networks
maintains a growing and global customer base of more than 500
carriers and service providers, including major local exchange
carriers (LECs), inter-exchange carriers (IXCs), PTTs and service
providers.

As previously reported, Standard & Poor's lowered its corporate
credit rating on Redback Networks Inc., to triple-'C'-plus from
single-'B'-minus. At the same time, Standard & Poor's rating on
the company's convertible subordinated notes was lowered to
triple-'C'-minus from triple-'C'.

The outlook is negative.

The rating actions reflect Redback's reduced liquidity and
significantly lower revenue outlook, amid expected continued
weakness in telecommunications capital spending.


REPRO MED: Taps Meyler to Replace Radin Glass as Ind. Auditors
--------------------------------------------------------------
In an action approved by the Company's full Board of Directors to
reduce future audit expenses, on February 26, 2003, Repro Med
Systems, Inc. dismissed its current certifying accountants, Radin,
Glass & Co., LLP of New York, New York. In their place, the
Company engaged the firm of Meyler & Company, LLC, of Middletown,
New Jersey, effective February 28, 2003.

Radin, Glass & Co. had included a "going concern" qualification in
their report for the fiscal year ended February 28, 2002, due to
the Company's adverse cash flow position.

Repro-Med Systems, Inc. went public in 1982 (OTC - symbol REPR).
The Company designs and manufactures medical devices directing
resources to the global markets for emergency medical products and
infusion therapy. It maintains a presence in the US markets for
impotency treatments and gynecological instruments. These
products are regulated by the FDA.

Repro-Med Systems, Inc. was incorporated under the laws of the
State of New York, March 1980. The corporate offices are located
at 24 Carpenter Road, Chester, New York 10918. The telephone
number is 845-469-2042, fax is 845-469-5518 and the Internet site
is http://www.repro-med.com


REPUBLIC ENGINEERED: Brings-In KPMG LLP as New External Auditors
----------------------------------------------------------------
On July 9, 2003, the Audit Committee of the Board of Directors of
Republic Engineered Products Holdings LLC determined not to retain
its previous auditors, Deloitte and Touche LLP, as a result of a
competitive bidding process, and to retain KPMG LLP as the auditor
for the Company for fiscal 2003.  Deloitte's report on the
financial statements of the Company and its predecessor for the
past two fiscal years contained an explanatory paragraph
concerning a going concern uncertainty.

Republic Engineered Products Holdings LLC, a Delaware limited
liability company, produces special bar quality steel products.
Special bar quality steel products are high quality hot-rolled and
cold-finished carbon and alloy steel bars and rods used primarily
in critical applications in automotive and industrial equipment.
Special bar quality steel products are sold to customers who
require precise metallurgical content and quality characteristics.
Special bar quality steel products generally contain more alloys,
and sell for substantially higher prices, than merchant and
commodity steel bar and rod products. The Company produces a wide
range of special bar quality steel products and supplies a diverse
customer base that includes leading automobile and industrial
equipment manufacturers and their first tier suppliers.


RFP EXPRESS: Retains Hutchinson & Bloodgood as New Accountants
--------------------------------------------------------------
On July 9, 2003, RFP Express Inc. contracted with Hutchinson &
Bloodgood to be RFP's independent accountant.  Nation Smith Hermes
Diamond, PC was relieved of their duties.  The Former Auditor's
report dated March 2, 2002, on RFP's financial statements for the
two fiscal years ended December 31, 2001 was modified to reference
that there was substantial doubt as to the Company's ability to
continue as a going concern.

The Company was organized to develop and market prepaid wireless
products and services in various markets throughout the United
States. In late 1998 the Company established a new strategic
objective of refocusing the Company's mission to pursue new
complimentary Internet-related and e-commerce opportunities. In
1999 the Company actively implemented its new mission by, among
other actions, selling a portion of the Company's business no
longer considered essential for the new strategy and purchasing
IXATA.COM, a company whose business thrust was in line with the
new strategy.

Upon closing the IXATA.COM acquisition, the Company established
itself as a provider of internet-based, business-to-business
electronic commerce services in the travel market, targeting
existing and new corporate clients, hotel and property management
groups, and major travel agencies. The Company's principal
service, RFP Express(SM), integrates a user-friendly, Internet-
based interface with a sophisticated data-warehousing system and
email technology to deliver automated solutions for creating,
sending, receiving and managing the preferred lodging programs
request for proposal process in the hospitality services market.
This process typically involves hundreds or, in some cases,
thousands of properties worldwide. By automating the users' RFP
business process, and also providing user-friendly Internet access
to a sophisticated data warehousing system, RFP Express(SM)
provides dramatic cost savings to users.

The Company's principal operations are to provide internet based
electronic commerce services in the travel market for creative
solutions for creating, receiving and managing preferred lodging
programs. Although the market reaction to the Company's service
has been positive, there can be no assurance that the Company will
be able to attain profitability.

On April 8, 2002 the Company entered into a letter of intent
agreement with an existing hotel management company customer to
begin designing and programming a custom software solution to
replace the customer's current RFP management and database system.
During the third quarter of 2002, the Company completed the
contract. As a result, the Company developed an entirely new
business segment, Custom Software Solutions Design for large hotel
management companies. At the successful completion of the current
contract, other hotel management companies have inquired about the
custom software solution design service that the Company now
offers.


ROHN INDUSTRIES: PricewaterhouseCoopers Resigns as Accountants
--------------------------------------------------------------
ROHN Industries, Inc., (Nasdaq: ROHNE), a provider of
infrastructure equipment to the telecommunications industry,
announced that PricewaterhouseCoopers LLP has resigned as the
independent accountant of the Company.  At this time the Company
has not retained another independent accountant, but continues its
search.  For further information on the resignation of
PricewaterhouseCoopers, please see the Form 8-K filed by the
Company with the Securities and Exchange Commission on July 16,
2003.

On May 16, 2003, the Company announced that Alan Schwartz resigned
as Chairman of the Board of Directors, and also indicated his
intention to resign as a member of the Board of Directors in the
near future.  Wednesday, the Company has announced that Mr.
Schwartz has formally submitted his resignation as a member of the
Board of Directors of the Company.  Mr. Schwartz, a professor of
law, has indicated that his academic commitments will prevent him
from acting as a director of the Company.  The Company would like
to thank Mr. Schwartz for his contributions and hard work during
his term.  The Company will continue to look for a replacement for
Mr. Schwartz.

The Company is a manufacturer and installer of telecommunications
infrastructure equipment for the wireless industry. Its products
are used in cellular, PCS, radio and television broadcast markets.
The Company's products include towers, poles, related accessories
and antennae mounts. The Company also provides design and
construction services. The Company has a manufacturing location in
Frankfort, IN along with offices in Peoria, IL and Mexico City,
Mexico.

                           *    *    *

As previously reported in Troubled Company Reporter, the Company
is experiencing significant liquidity and cash flow issues which
have made it difficult for the Company to meet its obligations to
its trade creditors in a timely fashion.  The Company expects to
continue to experience difficulty in meeting its future financial
obligations.

The Company continues to experience difficulty in obtaining bonds
required to secure a portion of anticipated new contracts. These
difficulties are attributable to the Company's continued financial
problems and an overall tightening of requirements in the bonding
marketplace.  The Company intends to continue to work with its
current bonding company to resolve its concerns and to explore
other opportunities for bonding.


ROSSBOROUGH-RENACOR: UST Appoints Official Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 9 appointed six creditors to
serve on an Official Committee of Unsecured Creditors in
Rossborough-Renacor LLC's Chapter 11 case:

        1. Chiti, Inc.
           Attn: Jimmy Huang
           3950 14th Avenue
           Suite 204
           Ontario, Canada L3R OA9
           phone: 905-470-1889

        2. Hebi Jianchai Smelting Co., Ltd.
           Attn: Li Ting Guo
           No. 4 Pedestrean Street
           East Section of New Century Square
           Hebi City, Henan Province
           China

        3. Midwest Transatlantic Lines, Inc.
           Attn: Richard A. Gareau
           1230 W. Bagley Rd.
           Berea, OH 44017
           phone: 440-243-1993
           fax: 440-243-1996

        4. Halaco Engineering Co.
           Attn: Dave Gable
           6200 Perkins Road
           Oxnard, CA 93033
           phone: 805-488-3684
           fax: 805-986-2181

        5. Hastie Mining & Trucking
           Attn: James W. Watson, Jr.
           R #1, Box 55
           Cave-in-Rock, IL 62919
           phone: 618-289-4536
           fax: 618-289-4539

        6. Fortune Magnesium Industrial Company, Ltd.
           Attn: Xianmin Gao
           No. 4 Huixin Dong Jie
           Chaoyang District
           Beijing, Peoples Republic of China 100029

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

Rossborough-Remacor, LLC, headquartered in Avon Lake, Ohio, is a
producer of additives used to deoxidize, desulfurize and condition
steel slag.  The Company filed for chapter 11 protection on June
18, 2003 (Bankr. N.D. Ohio Case No. 03-18020).  Diana M. Thimmig,
Esq., at Arter & Hadden LLP represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $18,709,681 in total assets and
$22,644,854 in total debts.


SEALY CORP: June 1, 2003 Balance Sheet Upside-Down by $90 Mill.
---------------------------------------------------------------
Sealy Corporation, the world's largest manufacturer of bedding
products, announced results for the fiscal second quarter ending
June 1, 2003.

For the quarter, Sealy reported net sales of $269.8 million, a
decrease of 10% from $299.8 million for the same period a year
ago. Net loss was $1.0 million, compared with an $8.4 million loss
a year earlier. Earnings before interest, taxes, depreciation and
amortization were $21.2 million, compared with $9.5 million a year
earlier. The second quarter 2003 net loss and EBITDA amounts
include a $2.5 million write off of non cash costs resulting from
our $50 million bond offering which was completed during the
second quarter.

At June 1, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $90 million.

For the six months ended June 1, 2003, Sealy reported net sales of
$558.1 million, a 5.7% decrease from $591.5 million for the same
period a year ago. Net income was $8.1 million, compared with $0.1
million a year ago. Year-to-date EBITDA was $59.4 million compared
with $48.5 million a year earlier.

Reported net sales reflect Sealy's adoption of Financial
Accounting Standards Board Emerging Issues Task Force 01-09,
"Accounting for Consideration Given by a Vendor to a Customer or a
Reseller of the Vendor's Product." Under EITF 01-09, cash
consideration is a reduction of revenue, unless specific criteria
are met regarding goods or services that the vendor may receive in
return for this consideration. Historically, Sealy classified
costs such as volume rebates and promotional money as marketing
and selling expenses. These costs are now classified as a
reduction of revenue. This had the effect of reducing net sales
and selling, general and administrative expenses each by $10.9
million and $22.5 million for the three and six months ended June
1, 2003, and $13.5 million and $22.7 million for the three and six
months ended June 2, 2002. These changes did not affect the
Company's financial position or results of operations.

"Sales in the second quarter were down as expected due to the
restructuring of our former affiliates, continued weak economic
conditions, and strong second quarter floor sample shipments in
2002" said David J. McIlquham, Sealy's president and chief
executive officer. "During the second quarter we were able to make
progress on some of our key initiatives, including the
introduction of our innovative new Sealy Posturepedic product line
at the April High Point Furniture Market."

On June 16, 2003, the Company began shipping its new Sealy
Posturepedic line, which represents Sealy's first branded offering
with a one-sided design. The new design features an industry-first
UniCased(TM) Construction that optimizes the performance of the
Posturepedic innerspring by creating a stable feel and providing
uniform comfort across the entire mattress. "The new Sealy
Posturepedic was developed after extensive product development and
consumer research. We have received positive response to the
product introduction and we are extremely excited about this great
new line," said McIlquham. "The UniCased Construction, exclusive
to Sealy, resembles the unibody construction found in most
automobiles today. Sealy has thermo-bonded our internal edge
support and base to create a stable, integrated unit around the
entire innerspring. The end result is a new design that creates
the most comfortable bed available. You can see and feel the
difference as soon as you lie down on it."

In addition, last quarter Sealy completed the restructuring of its
affiliate investments by selling all its interest in Mattress
Discounters. "The transaction was completed for approximately
$13.6 million, which represented a slight gain," said McIlquham.

Sealy is the largest bedding manufacturer in the world with net
sales of $1.2 billion in 2002. The Company manufactures and
markets a broad range of mattresses and foundations under the
Sealy(R), Sealy Posturepedic(R), Stearns & Foster(R), and
Bassett(R) brands.  Sealy employs more than 6,000 individuals, has
30 plants, and sells its products to 3,200 customers with more
than 7,400 retail outlets worldwide. Sealy is also a leading
supplier to the hospitality industry. For more information, please
visit http://www.sealy.com


SPIEGEL GROUP: Asks Court to Approve Key Employee Retention Plan
----------------------------------------------------------------
The Spiegel Inc., and its debtor-affiliates aim to maximize the
value of their estates for the benefit of their creditors and
stakeholders by:

     -- providing continuity of management responsible for
        strategic decisions and day-to-day operations to ensure
        that their restructuring initiatives are carried out in an
        efficient manner;

     -- providing a sense of security to key employees who may find
        themselves displaced as a result of their own efforts in
        carrying out the restructuring plan; and

     -- creating and sustaining employee morale, loyalty and
        commitment in the face of difficulties that necessarily
        attend a complex Chapter 11 case.

Against this backdrop, the Debtors seek the Court's authority, in
accordance with Sections 105(a) and 363(b) of the Bankruptcy
Code, to implement a Key Employee Retention Plan, pay bonuses and
execute and perform under various employment agreements.

The KERP is designed to minimize management and other key
employee turnover by providing inducements to those employees to
continue working for the Debtors, as well as to enhance employee
morale and job commitment.  The Debtors believe that the
implementation of the KERP, paying the bonuses and performing
under the Employment Agreements are necessary to accomplish a
successful reorganization and to maximize recoveries for their
constituencies.

In connection with their restructuring initiatives, the Debtors
have involuntarily terminated 900 employees postpetition.  In
addition, 1,250 employees have voluntarily terminated their
employment.  These terminations are adversely affecting the
Debtors' ability to retain critical employees, particularly those
in management positions and those at the corporate level.  The
employees' unfamiliarity with the Chapter 11 process exaggerates
their concerns regarding job security and the prospects of their
employer, hence contributing to a potentially unstable situation.

The Debtors emphasize that the continued operation of their
businesses depends on the retention of their key managers'
services and the maintenance of employee morale.  "If a key
manager is lost, it will be difficult and expensive to attract an
equally qualified replacement and would likely hinder the
implementation of the restructuring directives."

                            The KERP

After a thorough review of the Debtors' workforce and operational
needs, the Debtors' senior management with the assistance of
Watson Wyatt & Company developed the KERP, which has these key
components:

     (a) A retention plan structured to encourage key employees to
         remain with the Debtors during the restructuring period;

     (b) A transition bonus plan to provide the Debtors flexibility
         to determine the necessary workforce during the
         restructuring period and provide incentives to non-
         Retention Plan employees with uncertain employment
         periods;

     (c) A performance incentive plan to provide the necessary
         incentives for key employees during the restructuring
         period to meet the Debtors' business goals; and

     (d) An enhanced severance plan to provide employees with a
         sense of financial security due to their necessarily
         uncertain employment duration during the restructuring
         period.

The Debtors have assigned key employees to six organizational
levels that are eligible for the various plans other than the
Transition Bonus Plan:

          Level     Representative Position     # Eligible
          -----     -----------------------     ----------
            1       President & CEO                   2
            2       Senior Executives                12
            3       Key Executives                   19
            4       Senior Managers                  27
            5       Managers                        120
            6       Key Contributors                 45
                                                ----------
                    Total                           225

The Debtors anticipate that certain individuals who are promoted
or newly hired during the Chapter 11 cases may be added to the
KERP and that the cost of any additions will be offset by
workforce attrition.

                        The Retention Plan

The Retention Plan provides for retention bonuses ranging from
25% to 80% of the base salary -- the Retention Bonus varies by
the Key Employees level -- and payable according to this
schedule:

     * 25% six months after the Petition Date;
     * 35% 12 months after the Petition Date; and
     * 40% 60 days after the Debtors' emergence from Chapter 11.

The Retention Plan includes these provisions with respect to
those employees who were terminated or who are employed by a
business unit that is sold during the course of the
restructuring:

     -- Key Employees who voluntarily terminate their employment
        before the specified payout date will forfeit any relevant
        Retention Bonus amounts;

     -- Key Employees who are involuntarily terminated will receive
        the entire Retention Bonus at the time of termination, as
        well as an enhanced severance benefit; and

     -- Key Employees who are employed by a divested business unit
        will have their entire Retention Bonus paid at the time of
        divestiture or sale of significant business unit operating
        assets.

                        Transition Bonus Plan

The Transition Bonus Plan is for directors, managers, and staff
employees who will not participate in the Retention Plan, and
therefore provides the Debtors with maximum flexibility to decide
on its manpower for the next year.  The Transition Bonus Plan
will be communicated to the designated employees who will be
needed until certain projects are completed and, at the time of
termination, would receive their severance benefits and a
transition bonus.  Managers have the discretion to decrease the
transition bonus if the employee is needed for a shorter period.

The Transition Bonus Plan will have a $1,500,000 pool allocation.
The eligible company levels and opportunity targets under the
Transition Bonus Plan are:

                       Average         Transition       Transition
Level        No.   Base Salary   Bonus Opportunity   Bonus Amount
-----        ---   -----------   -----------------   ------------
Director     15    $101,800             35%            $534,450
Manager      32      69,900             25%             559,200
Staff        54      50,100             15%             405,810
                                                       ------------
Total        101                                     $1,499,500

                      Performance Incentive Plan

The Debtors relate that the 14 executives in KERP Levels 1 and 2
will participate in the Performance Incentive Plan, which has a
$5,500,000 target incentive pool.  At the discretion of Spiegel's
Chief Executive Officer, on the Debtors' emergence from Chapter
11, the Performance Incentive Plan will payout 100% if the
earnings before interest, taxes, depreciation and amortization of
the June 2003 Plan is fully achieved, and 50% of the incentive
pool if 85% of the EBITDA June 2003 Plan is achieved.

Meanwhile, the 19 executives in KERP Level 3 will participate in
the Performance Incentive Plan with a $2,000,000 target incentive
pool.  At the CEO'S discretion, on the Debtors' emergence, the
Performance Incentive Plan will payout 100% if the EBITDA June
2003 Plan is fully achieved, and 50% of the incentive pool if 85%
of the EBITDA June 2003 Plan is achieved.

Employees in KERP Levels 4 and 5 will participate in the
Performance Incentive Plan with a $1,450,000 target incentive
pool.  On the Debtors' emergence, the Performance Incentive Plan
will payout 100% if the EBITDA June 2003 Plan is fully achieved,
and 50% of the incentive pool if 85% of the EBITDA June 2003 Plan
is achieved.

A $1,000,000 discretionary pool may be used to supplement the
Performance Incentive Plan payout of KERP participants.
Employees who are not assigned to a level under the KERP will be
eligible for their annual incentive opportunities that will be
determined in accordance with prepetition practices.

As the EBITDA June 2003 Plan has not yet been finalized, the
Debtors will establish the applicable benchmarks for the
Performance Incentive Plan in consultation with the Official
Committee of Unsecured Creditors.  In the unlikely event that the
Debtors are unable to reach an agreement with the Committee on
the benchmarks, they will not implement the Performance Incentive
Plan.  Instead, the Debtors will implement another Performance
Incentive Plan pursuant to the benchmarks that they will propose.

In accordance with prepetition practice, the Debtors will
establish an incentive bonus plan for employees who are not
eligible to participate in the Performance Incentive Plan.  The
Debtors intend to allocate up to $5,000,000 for the Ordinary
Course Incentive Plan, but expect that, assuming the applicable
benchmarks are satisfied, only $3,750,000 will be paid to
employees due to attrition.  Pursuant to the Ordinary Course
Incentive Plan, satisfaction of the benchmarks under the EBITDA
June 2003 Plan for corporate employees will be measured.
Employees of the Merchant Divisions, Distribution Fulfillment
Services, Inc. and Spiegel Group Teleservices, Inc. will be
measured on their division's 2003 earnings before interest and
taxes, and on the EBITDA June 2003 Plan.

                       Enhanced Severance Plan

Pursuant to the proposed Enhanced Severance Plan, Key Employees
will be entitled to receive the greater of their regular
severance benefit determined in accordance with existing policy,
applicable severance agreement or the enhanced severance benefit
level.

                                           Enhanced Severance
        Level   Representative Position      (% of salary)
        -----   -----------------------    ------------------
          1     President & CEO                  200%
          2     Senior Executives                 65%
          3     Key Executives                    50%
          4     Senior Managers                   50%
          5     Managers                          25%
          6     Key Contributors                  25%

The Enhanced Severance Plan contains these provisions regarding
an employee's entitlement to enhanced severance upon termination:

     -- Employees who voluntarily terminate employment will not be
        entitled to severance benefits including any payments under
        the KERP;

     -- Employees who are involuntarily terminated will receive
        their eligible severance benefit payable in a single lump
        sum at the time of termination, subject to review by the
        Board of Directors compensation committee.

The estimated aggregate maximum cost of the KERP is $26,400,000
excluding any severance payments.

                    Bonuses to Five Key Employees

To attract and retain five key employees during the prepetition
period, the Debtors have agreed to provide these employees
certain bonuses aggregating $183,000 that are payable in 2003 or
2004.  These separate bonuses include a signing bonus as well as
certain bonuses to be paid based on performance or continued
service to the Debtors.

               Employment Agreements for Key Executives

The Debtors have also determined that to achieve their goal, it
is critical that they continue to receive the services provided
by these four key executives:

(1) Fabian Mansson, who has served as Eddie Bauer President and
      Chief Executive Officer since July 1, 2002;

(2) Geralynn Madonna, who has been President and Chief Executive
      Officer of Spiegel Catalog, Inc. and Newport News, Inc. since
      March 14, 2003;

(3) Alexander Birken, who serves as Spiegel's Senior Vice
      President and Chief Operating Officer; and

(4) James M. Brewster, who was appointed as Senior Vice President
      and Chief Financial Officer for the Spiegel Group on
      February 26, 2003. (Spiegel Bankruptcy News, Issue No. 8;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)


STERLING: Fitch Affirms Ratings After Acquisition Announcement
--------------------------------------------------------------
Fitch Ratings has affirmed its ratings of Sterling Financial
Corporation following the company's announcement that it has
entered into a definitive agreement to acquire Klamath First
Bancorp, Inc.  KFBI, with approximately $1.5 billion in assets, is
the holding company for Klamath First Federal Savings and Loan
Association, a savings and loan operating branches in Oregon and
Washington. The exchange of stock transaction, valued at
approximately $147 million, is expected to close in first quarter
of 2004 pending shareholder and regulatory approval.

The acquisition will add to STSA's Pacific Northwest franchise
creating an institution with approximately $5.3 billion in assets
and 143 branches in four states. While, as with all acquisitions,
there is integration risk, Fitch views this transaction as a
positive addition to STSA's franchise. Additionally, STSA's track
record with previous acquisitions is good. Nonetheless, we are
mindful that this is a relatively large transaction for STSA.
Management expects the transaction to be accretive to EPS in 2004
and is projecting cutting approximately 17% of KFBI's expense
base. After-tax merger costs are estimated at $13.0 million.

                         Ratings Affirmed:

Sterling Financial Corporation

         -- Long-term Issuer 'BB';
         -- Short-term Issuer 'B';
         -- Individual Rating 'C';
         -- Support '5';
         -- Rating Outlook Stable.


STEWART ENT.: Fitch Affirms Facilities & Debt Ratings at BB+/BB-
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating for Stewart
Enterprises' $355 million of secured bank credit facilities and
the 'BB-' rating for its $300 million of subordinated debt. The
Rating Outlook is Stable.

The ratings reflect Stewart's significant backlog of pre-arranged
funeral sales, relatively stable business, and improved credit
profile as a result of substantial debt reduction during the past
several years. Stewart reduced its total debt from $951 million at
fiscal year-ended Oct. 31, 2000 to $517 million as of June 4, 2003
by selling all of its foreign subsidiaries. The above positive
factors are partially offset by a decrease in revenue and profit
margins (for continuing operations), a declining death rate and a
growing trend favoring lower-priced cremations over traditional
funerals.

The decline in sales over the past three years is primarily
attributable to the cemetery segment, which has been affected by
the slow economy as well as the shift towards cremations. Cemetery
sales are mostly pre-arranged discretionary expenditures. Since
Stewart records sales of cemetery plots as revenue at the time of
the sale, performance of the cemetery segment is somewhat
dependent upon the economy.

Unlike cemetery sales, pre-arranged funeral services are not
recorded as revenue until the time the service is performed.
Therefore, performance of the funeral segment is more closely
correlated to the death rate. Stewart has been able to partially
offset the impact of a decreasing death rate by offering more
customized funeral services for additional fees. Fitch believes
that the death rate will return to historical levels over the
longer-term despite the recent trend.

The growth of the lower-priced cremation business has been
gradual, but could affect Stewart's margins over time since the
company has large fixed operating costs and many cemeteries would
lose cemetery plot sales. However, Stewart performs a higher
percentage of cremations than the national average as the company
is attempting to offset the lower-prices for cremations with
higher volumes.

Stewart generates adequate discretionary free cash flow that
provides a reasonable cushion for the current weak environment.
Nonetheless, if profits continue to deteriorate, there could be
rating implications to the extent that Stewart's discretionary
funds are severely diminished.


SUNLAND ENTERTAINMENT: Lewak Greenbaum Airs Going Concern Doubt
---------------------------------------------------------------
Sunland Entertainment Co., Inc., together with its subsidiaries
Sunland Entertainment, Inc. and Pepin/Merhi Entertainment  Group,
Inc. owns and exploits motion picture product and related
intellectual property.

The accounting firm, and independent auditors for the Company,
Singer Lewak Greenbaum & Goldstein LLP, in its March 12, 2003,
Auditors Report concerning the financial condition of Sunland
Entertainment Company Inc., stated, in part: "[T]he Company has
suffered recurring losses from operations and has an accumulated
deficit.  This raises substantial doubt  about the Company's
ability to continue as a going concern."

The management of Sunland Entertainment believes that the
Company's current and anticipated sources of working capital from
collection of accounts receivable and new sales of the Company's
remaining film library are not sufficient to provide the necessary
liquidity and financing for the Company's operating financial
needs for the next twelve months.  To address previous liquidity
issues management sold certain assets, properties and rights owned
by the Company.  On April 10, 2003,  the Company and its wholly-
owned subsidiary, Pepin/Merhi Entertainment Group, Inc., entered
into an Asset Purchase Agreement with Film Library Acquisition
Corp. for the sale of PM's film library.  If the Company does not
successfully  complete the sale of the PM Entertainment Library,
management will continue to operate the Company as a scaled-back
business focusing on the sale of that PM library.

Whether or not the Company successfully completes the sale of the
PM Entertainment Library, the Company intends to continue
exploring its various strategic alternatives, including the
acquisition of additional assets, or a merger or sale of the
Company, or its assets.  The Company does not intend to limit its
search to any specific kind of industry or  business.  It may
investigate and ultimately  acquire a venture that is in its
preliminary or development stage, is  already in operation, or in
various stages of its corporate existence and development.  A
potential venture might need additional capital or merely desire
to have its shares publicly traded.


TRANSTECHNOLOGY: June 29 Net Capital Deficit Narrows to $5 Mill.
----------------------------------------------------------------
TransTechnology Corporation (NYSE:TT) reported net income and
income from continuing operations of $694,000 for the first
quarter of the fiscal year ending March 31, 2004 compared with a
loss from continuing operations of $143,000 in the year earlier
period. Including losses from discontinued operations in the first
quarter of the prior fiscal year, the total net loss a year ago
was $750,000. Net sales for the fiscal 2004 first quarter
increased 16.1% to $16.1 million from $13.9 million for the
corresponding period of last year.

Robert L. G. White, President and Chief Executive Officer of the
company, said, "Our business performed well in the first quarter,
posting significant increases in both sales and operating income.
A more favorable than expected mix of aftermarket to new product
sales resulted in a higher than anticipated gross profit of 45.6%.
The benefit of restructuring our corporate office is reflected in
a 14.3% decline in these costs compared with last year's first
quarter, despite a $375,000 charge associated with the settlement
of a claim relative to a previously sold business included in
current year results. Reflecting both the sales growth and cost
controls, operating income increased 37.1% to $3.6 million from
$2.6 million in last year's first quarter and earnings before
interest, taxes, depreciation and amortization increased 31.6% to
$4.0 million from $3.0 million. We do not pay federal income taxes
as a result of our large net operating loss carryforward."

Mr. White continued, "Our focus now is to complete a restructuring
of our burdensome debt facilities as quickly as possible. We have
been evaluating various proposals and have now targeted completion
of the restructuring of our debt by September 30. We expect such a
restructuring to substantially reduce our interest expense and
enhance our profitability in subsequent periods."

TransTechnology's June 29, 2003 balance sheet shows a total
shareholders' equity deficit of about $5 million.

TransTechnology Corporation -- http://www.transtechnology.com--
operating as Breeze-Eastern -- http://www.breeze-eastern.com-- is
the world's leading designer and manufacturer of sophisticated
lifting devices for military and civilian aircraft, including
rescue hoists, cargo hooks, and weapons-lifting systems. The
company, which employs approximately 180 people at its facility in
Union, New Jersey, reported sales from continuing operations of
$55.0 million in the fiscal year ended March 31, 2003.


TRANSWITCH CORP: Reports $12 Million Net Loss for Second Quarter
----------------------------------------------------------------
TranSwitch Corporation (Nasdaq:TXCC) posted second quarter 2003
net revenues of $6.6 million and a net loss according to Generally
Accepted Accounting Principles (GAAP) of $12.6 million. For the
six-months ended June 30, 2003, the Company has posted net
revenues of $10.7 million and a net loss of $30.0 million.

During the second quarter of 2003, the Company reported a gross
margin of $3.3 million. This margin was impacted by two factors;
an excess inventory charge totaling $1.5 million and a cost of
sales benefit from the sale of previously reserved inventory
totaling $1.7 million. This compares to a gross margin of $2.9
million, which included a $0.7 million cost of sales benefit from
the sale of previously reserved inventory, that the Company
reported for the second quarter of 2002.

For comparison purposes, the net loss on a GAAP basis (as restated
due to a change from the cost to the equity method of accounting
for the Company's investment in OptiX Networks, Inc.) for the
relevant prior quarters was:

-- for the second quarter of 2002, the net loss was $9.0 million.
    The net loss before income tax benefit was $14.2 million. The
    second quarter of 2002 was the last quarter that the Company
    recognized an income tax benefit; and

-- for the first quarter of 2003, net loss was $17.4 million.

"Although the conditions in the wireline telecom market place
continue to be challenging and we still have limited visibility,
we are encouraged by our second quarter results," stated Dr.
Santanu Das, Chairman of the Board, Chief Executive Officer and
the President of TranSwitch Corporation. "We are further
encouraged by the fact that in the second quarter, we had 63
design-wins in 35 accounts and our EtherMap-3 product continues to
have a very high level of interest."

"Our objective continues to be a company that is a specialist in
the SONET / Ethernet-over-SONET area. We see broad momentum behind
Ethernet service, particularly in Asia," commented Dr. Das.

"Our focus on the SONET / EoS area is based on the following: a)
validation through design wins that EoS represents a growth
segment in the wireline market; b) our considerable intellectual
property in the EoS area; and c) the endorsement of our EoS
products by major systems vendors. Accordingly, we believe that we
are in the forefront of this critical marketplace," stated Dr.
Das.

"We are anticipating that third quarter 2003 net revenues will be
in the $4.5 million range. We are estimating that our third
quarter 2003 GAAP net loss will be in the range of $0.18 to $0.19
per basic and diluted share. This per share estimate excludes the
potential impact of our proposed bond exchange and any potential
further impact related to the application of FIN 46," concluded
Dr. Das.

TranSwitch Corporation, headquartered in Shelton, Connecticut, is
a leading developer and global supplier of innovative high-speed
VLSI semiconductor solutions - Connectivity Engines(TM) - to
original equipment manufacturers who serve three end-markets: the
Worldwide Public Network Infrastructure, the Internet
Infrastructure, and corporate Wide Area Networks. Combining its
in-depth understanding of applicable global communication
standards and its world-class expertise in semiconductor design,
TranSwitch Corporation implements communications standards in VLSI
solutions that deliver high levels of performance. Committed to
providing high-quality products and service, TranSwitch is ISO
9001 registered. Detailed information on TranSwitch products, news
announcements, seminars, service and support is available on
TranSwitch's home page at the World Wide Web site -
http://www.transwitch.com

As previously reported, Standard & Poor's affirmed its 'B-'
corporate credit and senior unsecured debt ratings on Traswitch
Corp. At the same time, Standard & Poor's revised the company's
outlook to negative from stable. The outlook revision reflects
diminished liquidity and ongoing cash usage, stemming from a
severe decline in the company's markets. Transwitch's quarterly
revenue run rate has been below $5 million and negative free cash
flow has been about $20 million per quarter since June of 2001.

The company may face difficulties increasing revenues from a
very low base, given substantial competition and a rapidly
evolving technology environment in the communications equipment
market.


UNITED AIRLINES: Fifth Third Gets Blessing to Make IAA Payments
---------------------------------------------------------------
Fifth Third Bank, Indiana, as Indenture Trustee, obtained relief
from the automatic stay to free trust funds held for the
Indianapolis Airport Authority Special Facility Revenue Bonds,
Series 1995 A (United Airlines, Inc. Indianapolis Maintenance
Center Project), with $220,705,000 outstanding.

                          Backgrounder

On December 1, 1991, United Airlines entered into a Master Lease
for facilities at the Indianapolis Airport.  United also entered
into a Trust on June 1, 1995, as a guaranty of Bonds for
construction and improvement of facilities at the Indianapolis
Airport.  The Trust created a Bond Fund and a Construction Fund.

United rejected its interest in the Master Lease with the IAA,
thereby relinquishing its interest in the Facility.  Therefore, if
United ever had an interest in the Funds, it surely does not now.

The Terms of the Construction Fund Trust Indenture are unambiguous
-- United can only use money from the Construction Fund to pay
costs of construction at the Facility or make interest payments on
the Bonds.  Similarly, the Bond Fund can be used only to pay
indebtedness on the Bonds.  Only if United pays all amounts due
under the Master Lease, will it have any remaining interest in the
Bond Fund. (United Airlines Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


UNITED DEFENSE: Fitch Affirms BB Rating on Sr. Credit Facilities
----------------------------------------------------------------
Fitch Ratings has affirmed its 'BB' rating on United Defense
Industries' senior secured credit facilities, and has revised the
Rating Outlook to Positive from Stable.

The affirmation takes into consideration the company's continued
solid financial performance, cash flow generation and liquidity,
UDI's appointment to the design team for Future Combat Systems
ground combat vehicles and the company's position in the currently
favorable defense spending environment.

Fitch remains concerned with UDI's acquisition strategy. Partially
mitigating this concern is the potential use of cash or secondary
equity offerings to offset acquisition-related debt. Additional
concerns focus on reduced spending on the Bradley program, timing
of near term Bradley deliveries and a revenue shift to lower
margin developmental work.

In May 2002, Fitch changed UDI's Outlook from Positive to Stable
mainly due to the impact of $300 million of additional debt from
the United States Marine Repair acquisition and the uncertainty
surrounding the fate of the Crusader program, which represented
approximately 20% of UDI's revenues. Since then, USMR has
performed well and UDI has continued to build upon its solid track
record of accelerated debt reduction. Additionally, Fitch's
previous concerns regarding Crusader uncertainty and UDI's role in
the U.S. Army's transformation have been lessened as a result of
UDI's appointment to develop the Crusader's replacement program,
the Non-Line-of-Sight Cannon (NLOS-C), and the appointment to the
design team for the development of FCS armored vehicles. Going
forward, Fitch expects UDI to continue to exhibit solid financial
performance and cash flow generation that will allow the company
to pay down debt and exhibit improved credit protection measures.

Fitch's revision of the Outlook to Positive from Stable assumes
future acquisitions will be modest relative to UDI's existing
business. The revision also assumes that UDI will continue to
reduce debt in the near term. Future acquisitions could negatively
affect credit quality and require Fitch to review its rating and
outlook for UDI. The company's ability to use cash or equity to
finance all or a portion of future acquisitions could mitigate
Fitch's concerns relating to acquisition-related debt.

UDI generated particularly strong free cash flow of $157 million
in 2002 benefiting from a reversal of a $50 million deferred tax
valuation allowance and improvements to working capital. This
trend continued into the first quarter of 2003 with UDI generating
$47 million of free cash flow. This strong cash flow generation
has allowed UDI to continue to accelerate debt reduction. Since
the July 2002 acquisition of USMR, UDI has paid down $133 million
of bank debt while still increasing cash on the balance sheet.
However, Fitch notes that in the first quarter of 2003, UDI
accumulated cash as opposed to reducing debt. Despite the run off
of net operating loss carry forwards which have historically
offset cash tax payments for UDI, Fitch expects UDI to continue to
generate solid free cash flow going forward.

The proposed DoD budget for 2004 included significant reductions
for the Bradley Fighting Vehicle program with spending authority
budgeted at $113 million in 2004, down from $437 million in 2003.
This production program represented approximately 19% of UDI's
revenues and generates some of UDI's top margins. Subsequent to
the submission of the 2004 Budget, the House Appropriations
Committee and the Senate Appropriations Committee have proposed
additional funding, $259 million and $62 million, respectively,
for Bradley upgrades. Despite this proposed additional funding,
Fitch remains concerned that potential future funding for the
Bradley program may be shifted to newer, transformational
platforms like the Interim Armored Vehicle. Current multi-year
contracts carry the Bradley program through 2005. Due to the
current deployment of troops in Iraq, the timing of Bradley
deliveries and revenue recognition may be delayed in the near
term. UDI is currently in discussions with the Army regarding
modifications to the existing contract to allow UDI to recognize
deliveries as scheduled. Fitch remains concerned that the
combination of potential reduced spending and delivery delays
could negatively affect UDI's results in the intermediate term.

UDI has made good progress in solidifying its position on
transformational military platforms. UDI's selection to the team
that will design the FCS ground vehicles partially mitigates the
effect of BFV funding cuts. However, this appointment does not
necessarily guarantee UDI's level of participation on the
production portion of the program. Since this program is only in
the design phase, Fitch does not expect that revenues and margins
from this program will be sufficient to make up for lower BFV
revenues. The FCS vehicles are not expected to be fielded until
2008.

As part of its role in FCS, UDI also has entered into an agreement
for the design and production of the NLOS-C. Funding for the NLOS-
C is expected to be approximately $353 million in 2004. Fitch
remains concerned that this program may compete for funding with
other programs that are intended to provide artillery like
capabilities such as NetFires.

Some of UDI's other developmental programs include the engineering
development models for the Advance Gun System and Advance Vertical
Launch System for the U.S. Navy's new DD(X) destroyer. Since DD(X)
is the first in the family of a new class of ships, UDI may
benefit from the application of these systems to related new ships
such as CG(X). While UDI's participation on the aforementioned
transformational platforms is a positive credit factor in the long
term, Fitch recognizes that in the intermediate term, UDI's
revenues and margins may be pressured by a gap between its current
production and developmental programs.

As of March 31, 2003, UDI maintained $156 million of cash,
approximately $45 million of availability under its revolving
credit facility and $26 million of current maturities, netting to
a liquidity position of $175 million. Since the USMR acquisition,
UDI has repaid $133 million of debt, resulting in solid credit
protection measures for the rating category, with leverage, as
defined by debt-to-EBITDAP, of 2.2 times and adjusted leverage,
including rent and operating lease expenses, of 2.6x for the 12-
month period ending March 31, 2003. UDI also maintained good
interest coverage, as defined by EBITDAP-to-interest, and adjusted
interest coverage, as defined by EBITDAPR-to-(interest plus rent),
of 7.9x and 5.5x, respectively, for the same period. Since
approximately two-thirds of UDI's debt carries a floating rate,
net of interest rate swaps, UDI's interest coverage has benefited
from a historically low interest rate environment.


UPC POLSKA: Signs-Up BSI as Court Claims and Noticing Agent
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its stamp of approval to UPC Polska, Inc.'s application to
employ Bankruptcy Services LLC as the official claims and
solicitation agent in its chapter 11 case.

The Debtor tells the Court that it conducts business with many
creditors and other parties in interest.  These parties in
interest may file proofs of claim in this case.  The Debtor
foresees that noticing, receiving and docketing of proofs of claim
will be time consuming and burdensome on the Clerk's Office.
Similarly, the process of transmitting the Plan, disclosure
statement, ballots, related notices and other solicitation
materials is a time-consuming, specialized, administrative task
that should be outsourced to a professional.

The Debtor believes that the retention of BSI as the Court's
outside agent is in the best interests of its estate and parties
in interest.

Specifically, BSI will:

      a) notify all potential creditors of the filing of the
         bankruptcy petition as well as the setting of the first
         meeting of creditors pursuant to Section 341 of the
         Bankruptcy Code;

      b) maintain an official copy of the Debtor's schedules of
         assets and liabilities and statement of financial
         affairs, and listing all known creditors and the amounts
         owed;

      c) notify creditors of the bar date to be established in
         this Chapter 11 Case pursuant to Bankruptcy Rule
         3003(c)(3), mailing a proof of claim form to all
         potential claimants and providing a certificate of
         mailing;

      d) coordinate receipt of filed claims with the Court and
         providing secure storage for all original proofs of
         claim;

      e) enter filed claims into BSI's database;

      f) work directly with the Debtor to facilitate the claims
         reconciliation process, including:

           (i) matching scheduled liabilities to filed claims,

          (ii) identifying duplicate and amended claims,

         (iii) categorizing claims within "plan classes" and

          (iv) coding claims and preparing exhibits for omnibus
               claims motions;

      g) maintain the official claims register and providing the
         Clerk with copies thereof as well as making changes, as
         required by the Court;

      h) maintain the official mailing list of all entities that
         have filed a proof of claim, which list shall be made
         available upon request by a party in interest or the
         Clerk;

      i) print and coordinate the mailing of ballots, disclosure
         statement and plan to all voting and non-voting parties;
         and

      j) assist with, among other things, the soliciting of votes
         on the plan and the tabulation and certification of
         results.

Kathy Gerber, a Senior Vice President of BSI, discloses that the
firm will charge the Debtor for services at its customary hourly
rates:

           Kathy Gerber                 $210 per hour
           Senior Consultant            $185 per hour
           Programmer                   $130 - $160 per hour
           Associate                    $135 per hour
           Data Entry/Clerical          $40 - $60 per hour
           Schedules Preparation        $225 per hour

UPC Polska, Inc., headquartered in Denver, Colorado, is an
affiliate of United Pan-Europe Communications N.V.  The Debtors is
a holding company, which owns various direct and indirect
subsidiaries operating the largest cable television systems in
Poland. The Company filed for chapter 11 protection in July 7,
2003 (Bankr. S.D.N.Y. Case No. 03-14358).  Ali M.M. Mojdehi, Esq.,
and Ira A. Reid, Esq., at Baker & McKenzie represent the Debtor in
its restructuring efforts.  As of March 31, 2003, the Debtor
listed $704,000,000 in total assets and $940,000,000 in total
debts.


VENTURE HOLDINGS: Wants Exclusivity Extended to September 24
------------------------------------------------------------
Venture Holdings Company LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to
extend their exclusive periods to file a plan of reorganization
and solicit acceptances of that plan from creditors.  The Debtors
want to prevent any other party-in-interest from filing a chapter
plan of reorganization until September 24, 2003.  If they can
deliver their plan to the Court by Sept. 24, the Debtors want to
preserve their exclusive right to solicit votes in favor of that
plan through November 23, 2003.

This is the Debtors' first request for an extension of their
exclusive periods.  The Debtors say the size and complexity of
their cases entitles them to an extension and constitutes cause
for an extension under 11 U.S.C. Sec. 1121.  Venture employs
13,000 workers worldwide, generates $2 billion in annual revenues
and owns and operates 63 facilities in 11 countries.  The outcome
of a German insolvency proceeding involving Peguform GmbH & Co. KG
(a European Venture affiliate) has a direct impact on the U.S.
Debtors' reorganization.  The Debtors' capital structure is
complicated.  And, any plan-related negotiations have to involve
General Motors Corporation, Ford Motor Company and DaimlerChrysler
Corporation -- Venture's primary customers.

Venture reports that it's experienced a liquidity crisis in recent
months.  The Debtors owe about $430 million of secured bank debt,
$495 million on account of unsecured notes and bonds and other
secured and unsecured debts.

Venture Holdings Company LLC is a worldwide, full-service
supplier, systems integrator and manufacturer of interior and
exterior plastic components, modules and systems used in North
American, European and Japanese automotive industries.  Venture
filed for chapter 11 protection on March 28, 2003 (Bankr. E.D.
Mich. Case No. 03-48949).  Judy A. O'Neill, Esq., Laura J. Eisele,
Esq., and David E. Barnes, Esq., at Dymena Gossett PLLC in Detroit
represent the Company in its restructuring.


WEIRTON STEEL: Committee Wins Nod to Hire Blank Rome as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Weirton Steel
Corporation sought and obtained the Court's authority to retain
Blank Rome LLP as its counsel effective May 28, 2003.

Lisa Watson, the Committee's Chairperson, explains that the
Committee selected Blank Rome as its counsel because of the
firm's expertise and experience in bankruptcy cases and,
specifically, in representing creditors' committees in Chapter 11
cases.  Blank Rome is a law firm of nearly 450 attorneys with
offices located in New York City, Philadelphia, Washington, D.C.,
and Wilmington, Delaware.  Furthermore, Ms. Watson adds, Blank
Rome's broad-based practice, which includes expertise in the
areas of finance, litigation, labor relations and tax, will
permit it to represent fully the Committee's interests in an
efficient and effective manner.

Besides acting as the Committee's primary professional
spokesperson, Blank Rome's services will include, without
limitation, assisting, advising and representing the Committee
with respect to these matters:

     (a) The administration of this case and the exercise of
         oversight with respect to the Debtor's affairs including
         all issues arising from or impacting the Debtor or the
         Committee in this Chapter 11 case;

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

     (c) Appearances in the Bankruptcy Court and at statutory
         meetings of creditors to represent the Committee's
         interests;

     (d) The negotiation, formulation, drafting and confirmation of
         any plan of reorganization and matters related thereto;

     (e) The exercise of oversight with respect to any transfer,
         pledge, conveyance, sale or other liquidation of the
         Debtor's assets;

     (f) The investigation, if any, as the Committee may desire
         concerning the assets, liabilities, financial condition
         and operating issues concerning the Debtor that may be
         relevant to this case;

     (g) Communication with the Committee's constituents and others
         as the Committee may consider desirable in furtherance of
         its responsibilities; and

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

As the Committee's counsel, Blank Rome will receive from the
Debtor compensation on an hourly basis, in compliance with
Sections 328, 330 and 331 of the Bankruptcy Code, the Bankruptcy
Rules, the Local Bankruptcy Rules, the United States Trustee's
Guidelines for Fees and Disbursements issued by the Office of the
U.S. Trustee, and other procedures as may be fixed by a Court
order, for professional services rendered and expenses incurred
by Blank Rome.

Marc E. Richards, Esq., a member of Blank Rome, informs Judge
Friend that Blank Rome will bill the Debtor at its customary
hourly rates and its customary reimbursement.  At present, hourly
billing rates of Blank Rome's professionals are:

     Partners                             $275 - 600
     Associates                            180 - 330
     Legal assistants, law clerks and
        paraprofessionals                  100 - 225

It is contemplated that Mr. Richards and Michael Brownstein will
be the lead partners in this engagement.  Mr. Richards and Mr.
Brownstein's hourly rate is $535

According to Mr. Richards, Blank Rome has agreed to defer payment
of 10% of its monthly fees subject to certain conditions.  Blank
Rome will receive payment at 80% of its normal hourly rates on a
monthly basis.  A "true up" will start August 31, 2003, and every
four months thereafter.  From that point forward, Blank Rome will
seek payment for an additional 10%, in lieu of the 20%, as other
professionals retained pursuant to the Court order.  Mr. Richards
relates that the payment of the 10% balance of Blank Rome's fees
will be deferred until there is confirmation of a plan of
reorganization or sale of substantially all of the Debtor's
assets.

Consistent with Blank Rome's practice, the firm will also charge
for other services rendered in this case including long distance
telephone, facsimile, photocopying, travel, business meals,
computerized research, messengers, couriers, postage and other
fees and expenses.  Blank Rome believes that the failure to
charge these expenses would require the firm to increase its
hourly rates.

  From time to time, Mr. Richards tells the Court that Blank Rome
performs work on behalf of Fleet Capital Corporation, The CIT
Group of CIT Business Credit, Inc., Foothill Capital Corporation
and GMAC Mortgage Corporation and GMAC Commercial Holdings
Capital Mortgage Corporation, or their affiliates.  Mr. Richards
assures Judge Friend that none of the work performed on behalf of
these creditors or their affiliates has been with respect to the
Debtor.

Blank Rome and its members, counsel and associates have no
connection with the Debtor, its creditors or any other party-in-
interest, or the Debtor's attorneys or accountants, or with the
U.S. Trustee.  Mr. Richards assures Judge Friend that Blank Rome
is a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code. (Weirton Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WHEELING: Court Approves US EPA & Coast Guard Claim Settlement
--------------------------------------------------------------
Wheeling-Pittsburgh Steel Corporation brings a motion asking for
entry of an order approving a Settlement Agreement regarding pre-
petition claims that the United States Environmental Protection
Agency has against WPSC and related Debtors.

The EPA filed two proofs of claim against WPSC for unspecified
amounts. These claims were, primarily, for penalties for alleged
violations of certain environmental protection laws and
regulations by WPSC at its various sites in both Ohio and West
Virginia, including Steubenville, Ohio; Yorkville, Ohio;
Follansbee, West Virginia; Mingo Junction, Ohio; and Martins
Ferry, Ohio.  One of the claims is for costs incurred by the
United States in response to two oil spills that allegedly
originated at a WPSC facility.

The EPA alleges that the pre-petition penalties in the proofs of
claim exceed $20 million.  WPSC believes it can substantiate at
least $10 million of the penalties.  In the Plan, penalty claims
were separately classified in Class 9 and were subordinated to the
claims of general, unsecured creditors.  The EPA has argued that
WPSC improperly categorically subordinated the penalties to the
claims of unsecured creditors.  After considerable negotiations,
the EPA, the Coast Guard and WPSC have agreed to the terms of a
proposed Settlement Agreement that would resolve the penalties.

The significant terms of the Settlement Agreement are:

        (1) Amount of Claim:  The United States on behalf of the
            EPA and the Coast Guard will have a general, unsecured
            claim against WPSC in the amount of $5,500,000.  Of
            this, $490,083 will be allocated to the Coast Guard's
            claim, representing the full amount of the costs the
            Coast Guard incurred in response to the oil spills.
            The remainder of the claim will be allocated to the
            EPA to satisfy its claims for penalties.  The claim
            will be classified as a Class 7 claim under the Plan.

        (2) The United States, on behalf of the EPA and the Coast
            Guard, waives and releases its claims -- however,
            this Settlement Agreement only resolves all of the
            unsecured pre-petition claims that the United States
            on behalf of the EPA and the Coast Guard has against
            WPSC.

Karen A. Visocan, Esq., at Calfee Halter & Griswold LLP in
Cleveland, cautions that this Settlement Agreement does not
resolve the EPA's claim asserted against Wheeling-Pittsburgh
Corporation, which continues to pend and is not included in the
release.  That claim is settled in a separate document.

Judge Bodoh signs the order approving and implementing this
settlement. (Wheeling-Pittsburgh Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORLD WIRELESS: Court Freezes Assets of Major Shareholder Group
---------------------------------------------------------------
World Wireless Communications, Inc. (Amex: XWC), a developer of
wireless and Internet based telemetry systems, announced a
development affecting its largest stockholder group and its two
senior creditors. The Company learned that a Federal judge in
South Florida entered a temporary restraining order on July 10,
2003 against the Connecticut-based advisors of a purported large
hedge fund (including Michael Lauer) which (i) restrains them from
violating the anti-trust provisions of the Federal securities
laws, (ii) freezes the assets of Lancer Offshore, Inc. (and
certain other affiliated entities) until a hearing on July 18,
2003 and (iii) appoints Marty Steinberg, Esq., an attorney in the
law firm of Hunton & Williams, LLP as receiver for Lancer
Offshore, Inc., and several other entities, for marshaling and
safeguarding their assets. Such action does not affect the Company
directly.

Lancer Offshore, Inc. and Lancer Partners, L.P. (which previously
filed a bankruptcy proceeding in the Federal courts in 2003),
together with The Orbiter Fund Ltd., comprise our largest
stockholder group and currently own 7,295,853 issued and
outstanding shares of our common stock out of 31,459,945 shares
issued and outstanding at March 31, 2003, plus warrants to
purchase 2,500,000 shares of the Company's common stock at $0.20
per share, or 28.8%, exclusive of warrants to purchase an
aggregate of 1,010,000 shares as of such date. Mr. Lauer is
believed to control the voting and disposition of these shares by
virtue of his being the investment manager of these entities, is
also the general partner of Lancer Partners, L.P. and is treated
as the beneficial owner of these shares. This group has no
representation on the Board of Directors of the Company and plays
no active vote in the management of the Company.

Lancer Offshore, Inc. and Lancer Partners, L.P. also are the
Company's senior secured creditors based on their aggregate
secured loans to the Company totaling $7,020,000 in principal
amount outstanding as of the date hereof.

In addition, such stockholder and his affiliates potentially could
increase their ownership in the Company significantly. For further
details concerning the Lancer group's stock ownership and the
senior secured financing, see the Company's Form 10-K for the year
ended December 31, 2002 which was filed with the SEC in May, 2003
(although it was not audited or reviewed by any independent
accountants).

The Company attempted to reduce its reliance on its largest
stockholder group and secured creditors by entering into a
Restructuring Agreement with Lancer Offshore, Inc. and Lancer
Partners, L.P. in February, 2003, subject to the condition
precedent that the Company receive an equity investment of at
least $750,000. The key terms of such agreement are set forth
below:

(a) The Company would pay such creditors $1,400,000 for $2,400,000
     principal amount of the senior secured notes, which would
     result in the elimination of $1,000,000 of indebtedness and
     leave an outstanding principal amount of $4,620,000 (which,
     because of the change in conversion rate thereof below, would
     be convertible into a maximum of 9,240,000 shares of common
     stock).

(b) The Company would pay such creditors the sum of $100,000 in
     full payment of all interest accrued on the 2001 Notes to date
     (which is in excess of $1,600,000).

(c) The maturity date of the 2001 Notes would be extended from
     May 29, 2003 until June 30, 2005.

(d) The 2001 Notes would carry no further interest thereon in the
     future.

(e) The 2001 Notes held by such creditors would become mandatorily
     convertible at the rate of one share for each $0.50 of debt,
     instead of the current rate of one share for each $0.05 of
     debt. Such mandatory conversion of the 2001 Notes would occur
     upon (i) the approval of such mandatory conversion by the
     Company's shareholders at a meeting of shareholders (which was
     given up to the then applicable ceiling amount of $5,000,000
     but not for any excess thereof), and (ii) the Company's
     receipt of equity in an amount equal to the then outstanding
     principal balance of the 2001 Notes from persons other than
     Michael Lauer and his affiliates, including, without
     limitation, Lancer Offshore, Inc., Lancer Partners L.P. and
     The Orbiter Fund Ltd., on or before June 30, 2005 (instead of
     The current date of July 1, 2003).

The Company is seeking financing, although the results of such
efforts are not assured, which financing is necessary to
consummate the previously reported conditional restructuring
agreement with the Company's senior secured creditors.

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.


WORLDCOM INC: Pushing for Approval of Qwest Settlement Agreement
----------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates ask the Court to approve
their settlement and compromise of issues with Qwest Corporation
and assumption of certain Agreements between the parties.

Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that prior to the Petition Date, Qwest Corporation
and MCI WorldCom Network Services, Inc. entered into certain
agreements, including:

     -- an Amended and Restated Master Services Agreement;

     -- an Amended and Restated Central Office-Based Remote Access
        Services Schedule;

     -- a Primary Rate Interface Service Schedule; and

     -- a Uniform Access Services Schedule.

After the Petition Date, Qwest and the Debtors entered into:

     -- a Modification to Uniform Access Services Schedule;

     -- a Modification to Primary Rate Interface Service
        Schedule; and

     -- a Modification to Amended & Restated Central Office-Based
        Remote Access Service Schedule.

Ms. Goldstein informs the Court that all of the Modifications
have an effective date of April 1, 2003.  Qwest and the Debtors
also entered into a Settlement Agreement, dated as of April 30,
2003, wherein the Debtors agreed to assume the Agreements, as
amended and modified by the Settlement Agreement and the
Modifications.

The parties entered into the Settlement Agreement to, among other
things:

       (i) modify, assume, and affirm the COBRA Agreement, the PRI
           Agreement, and the UAS Agreement, each as modified by
           their Modifications and the Settlement Agreement;

      (ii) assume and affirm the MSA;

     (iii) establish the cure amounts for the Agreements and
           provide terms for payment of such cure amount;

      (iv) provide for the final resolution of certain disputes,
           claims and issues arising from or relating to the
           Agreements; and

       (v) ensure the continued provision of services by Qwest to
           WorldCom pursuant to the Agreements.

The salient terms of the Agreements are:

     A. Cure: Qwest and the Debtors have agreed to resolve certain
        defaults under the contract in the form of a cure payment.
        The Debtors will pay Qwest $30,850,000 as cure in full and
        complete satisfaction of any and all defaults under the
        Agreements.  Approximately $6,850,000 of this Payment is in
        consideration for PRI circuits that are being provided as
        of April 1, 2003 that will continue to be provided pursuant
        to the PRI Modification for 24 months.  Approximately
        $6,850,000 reflects a discount for prepayment of the total
        amount the Debtors would be obligated to pay for the
        circuits if payment were made over the course of the 24-
        month period.  The Debtors and Qwest agree that there will
        be no additional cure obligation.

     B. The UAL Modification: Lowers the monthly fee per circuit
        and provides that the Debtors may disconnect circuits at
        any time without payment of any early termination or other
        charges.

     C. The PRI Modification: Eliminates termination liabilities
        for any PRI circuits terminated prior to the PRI
        Modification effective date.  Provides for lower
        termination liabilities for circuits ordered after the PRI
        Modification effective date.

     D. The COBRA Modification: Provides for lower monthly fees per
        circuit and lowers the minimum port commitment.  Allows for
        the Debtors to disconnect circuits as of the COBRA
        Modification effective date without being subject to
        disconnect or early termination fees.

     E. Releases: As of April 1, 2003, Qwest and the Debtors will
        exchange mutual releases.

        The Qwest Releasors irrevocably waive any claim for
        material breach or right to terminate, alter, limit or
        suspend their performance in any way under the Agreements
        due to:

        a) the fact that WorldCom and certain of its subsidiaries
           and affiliates have filed voluntary petitions under
           Chapter 11;

        b) any claim that WorldCom was insolvent, unable to pay its
           debts in the ordinary course of business, or otherwise
           was financially troubled at any time prior to July 21,
           2002; or

        c) any disclosures by WorldCom at any time regarding its
           prepetition financial condition.

     F. No Termination Liability: For the avoidance of doubt,
        WorldCom will not have any liability to any of the Qwest
        Releasors for any early termination charges, costs,
        equipment repurchase or lease charges, or other fees or
        expenses in connection with the termination and disconnect
        of services and the reduction in the minimum purchase
        commitment under the Agreements being implemented by the
        Modifications and the termination and disconnect of the
        services provided for in the Modifications, including
        any Costs under:

        a) the Agreements,

        b) any prior agreements or tariffs that were for the
           services now being provided under the Agreements, and

        c) any agreements related to the sale by WorldCom Entities
           to Qwest Entities of equipment used to provide the
           services under the Agreements,

        provided, however, that nothing in the Settlement Agreement
        will waive or release Claims for Costs due for the
        termination and disconnection of services under agreements.

The Agreements, as modified by the Modifications, benefit the
Debtors in a number of ways because they:

     a) allow the Debtors to continue to obtain services from
        Qwest;

     b) allow the Debtors to disconnect unneeded services;

     c) reduce the Debtors' minimum purchase commitment; and

     d) resolve various defaults and disputes between the parties.

As a result of these benefits, Ms. Goldstein insists that the
Agreements, as modified by the Modifications, represent
substantial cost savings to the Debtors and their estates.
Accordingly, the Agreements, as modified by the Modifications,
are critical assets of the estate, which are necessary for the
generation of significant revenues.

Ms. Goldstein contends that the Settlement Agreement and the
Modified Agreements are fair and reasonable under the
circumstances, represent the exchange of reasonably equivalent
value between the parties, and in no way unjustly enrich any of
the parties.  In addition, the settlement constitutes the
contemporaneous exchange of new value and legal, valid, and
effective transfers between the parties.  Furthermore and perhaps
most importantly, the Modified Agreements, incorporating the
resolution of certain issues between the parties, represent
substantial cost savings to the Debtors and their estates.

Absent authorization to enter into and implement the Settlement
Agreement and the Agreements, as modified by the Modification,
Ms. Goldstein is concerned that the parties might require
extensive judicial intervention to resolve their many disputes
and it is uncertain which of the parties would emerge with a
favorable and successful resolution of their claims.  This
litigation would be costly, time-consuming, and distracting to
management and employees alike.  Moreover, approval would
eliminate the attendant risk of litigation and would avoid the
delay of the implementation of the changes effected in, and the
cost savings associated with, the Settlement Agreement and the
Modifications.

"The settlement reflected in the Settlement Agreement and the
Modified Agreements is the product of extensive, arm's-length,
good faith negotiations between the parties," Ms. Goldstein
maintains.  "Accordingly, the Debtors believe that the settlement
is appropriate in light of the relevant factors and should be
approved." (Worldcom Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


* Joseph S. Wu Joins Sheppard Mullin in San Diego as Partner
------------------------------------------------------------
Sheppard, Mullin, Richter & Hampton LLP announced that Joseph S.
Wu has joined the Firm as partner in the Business Trial Practice
Group in San Diego. As an experienced trial lawyer, Wu has a
strong reputation for effectively assisting clients in resolving
business disputes between companies across the Pacific Rim.

Wu will also serve as leader of Sheppard Mullin's Asia Practice,
aiming to merge his Asian client base into Sheppard Mullin's
existing international platform to support Firm clients in both
U.S. in-bound and out-bound investments and related activities. Wu
will focus the Firm's growth in key areas of international
business transactions, including intellectual property rights
(counseling, prosecution and litigation), products liability, and
real property investments.

Robert Sbardellati, Administrative Partner of the San Diego
office, said, "We are delighted to have Joe Wu join our San Diego
office. He has established an outstanding practice advising Asian
businesses on a variety of matters including international
business disputes and transactions. Joe is an excellent addition
to the firm's international practice and will complement the
firm's core areas of litigation, corporate, finance, employment
law and real property." Added Robert Beall, Chair of the Business
Trial Practice Group, "We're excited to have Joe as part of our
Litigation Team. He has a diverse client base and his
international practice is key to our continued strategic growth in
this area."

Jerry J. Gumpel, leader of the Firm's International Practice
Group, said, "We are pleased that Joe has joined Sheppard Mullin.
Joe has an outstanding reputation in both the legal arena and
within the Asian business community. Our Firm has long had a
significant transactional international practice, and Joe's
litigation expertise adds to the depth and breadth of the services
we provide for all of our international clients and our domestic
clients with global legal needs."

Commented Wu, "I am most impressed by the quality of the lawyers
I've met at Sheppard Mullin, and I look forward to assisting my
fellow partners in strengthening the Firm's Asia practice in the
years to come."

Wu regularly represents clients in various international
arbitration forums including the American Arbitration Association
(U.S.), the International Chamber of Commerce (Paris), and the
World Intellectual Property Organization (Geneva). Wu also
practices before various State and Federal Courts throughout the
United States.

Wu received his law degree, with Moot Court Honors, from the
University of California at Los Angeles Law School in 1990, and
his undergraduate degree, cum laude, from the University of
California at Irvine in 1986. He is admitted to practice in
California.

Wu is a member of the American, California, San Diego, Los
Angeles, and Southern California Chinese American Lawyers Bar
Associations. He is also a Founding Director of the Taiwanese
American Lawyers Association. Wu also served as a Director of the
Taiwanese American Foundation of San Diego and as President of the
Taiwanese Chamber of Commerce (San Diego) and Taiwanese American
Citizens League (Los Angeles). Additionally, Wu also serves on the
arbitrator and mediator panel with the Los Angeles Superior Court.
He is also a Director of UCBH Holdings, Inc. and United Commercial
Bank.

Wu regularly conducts presentations in the Asian business
community in Southern California on various topics, including the
formation of business organizations, corporate governance, and
dispute resolution and litigation prevention techniques. Wu is
fluent in Chinese Mandarin and Taiwanese.

Sheppard Mullin has more than 380 attorneys among its eight
offices in San Diego, Del Mar Heights, Orange County, Los Angeles,
West Los Angeles, Santa Barbara, San Francisco and Washington,
D.C. The full-service firm provides counsel in Antitrust and Trade
Regulation; Business Litigation; Construction, Environmental, Real
Estate and Land Use Litigation; Corporate; Entertainment and
Media; Finance and Bankruptcy; Financial Institutions; Government
Contracts and Regulated Industries; Healthcare; Intellectual
Property; International; Labor and Employment; Real Estate, Land
Use, Natural Resources and Environment; Tax, Employee Benefits,
Trusts and Estates; and White Collar and Civil Fraud Defense. The
Firm celebrated its 75th anniversary in 2002.


* BOOK REVIEW: Risk, Uncertainty and Profit
-------------------------------------------
Author:  Frank H. Knight
Publisher:  Beard Books
Softcover:  381 pages
List Price:  $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981262/internetbankrupt

The tenets Frank H. Knight sets out in this, his first book,
have become an integral part of modern economic theory. Still
readable today, it was included as a classic in the 1998 Forbes
reading list. The book grew out of Knight's 1917 Cornell
University doctoral thesis, which took second prize in an essay
contest that year sponsored by Hart, Schaffner and Marx. In it,
he examined the relationship between knowledge on the part of
entrepreneurs and changes in the economy. He, quite famously,
distinguished between two types of change, risk and uncertainty,
defining risk as randomness with knowable probabilities and
uncertainty as randomness with unknowable probabilities. Risk,
he said, arises from repeated changes for which probabilities
can be calculated and insured against, such as the risk of fire.
Uncertainty arises from unpredictable changes in an economy,
such as resources, preferences, and knowledge, changes that
cannot be insured against. Uncertainty, he said "is one of the
fundamental facts of life."

One of the larger issues of Knight's time was how the
entrepreneur, the central figure in a free enterprise system,
earns profits in the face of competition. It was thought that
competition would reduce profits to zero across a sector because
any profits would attract more entrepreneurs into the sector and
increase supply, which would drive prices down, resulting in
competitive equilibrium and zero profit.

Knight argued that uncertainty itself may allow some entrepreneurs
to earn profits despite this equilibrium. Entrepreneurs, he said,
are forced to guess at their expected total receipts. They cannot
foresee the number of products they will sell because of the
unpredictability of consumer preferences. Still, they must
purchase product inputs, so they base these purchases on the
number of products they guess they will sell. Finally, they have
to guess the price at which their products will sell. These
factors are all uncertain and impossible to know. Profits are
earned when uncertainty yields higher total receipts than
forecasted total receipts. Thus, Knight postulated, profits are
merely due to luck. Such entrepreneurs who "get lucky" will try to
reproduce their success, but will be unable to because their luck
will eventually turn.

At the time, some theorists were saying that when this luck runs
out, entrepreneurs will then rely on and substitute improved
decision making and management for their original
entrepreneurship, and the profits will return. Knight saw
entrepreneurs as poor managers, however, who will in time fail
against new and lucky entrepreneurs. He concluded that economic
change is a result of this constant interplay between new
entrepreneurial action and existing businesses hedging against
uncertainty by improving their internal organization.

Frank H. Knight has been called "among the most broad-ranging
and influential economists of the twentieth century" and "one of
the most eclectic economists and perhaps the deepest thinker and
scholar American economics has produced." He stands among the
giants of American economists that include Schumpeter and Viner.
His students included Nobel Laureates Milton Friedman, George
Stigler and James Buchanan, as well as Paul Samuelson. At the
University of Chicago, Knight specialized in the history of
economic thought. He revolutionized the economics department
there, becoming one the leaders of what has become known as the
Chicago School of Economics. Under his tutelage and guidance,
the University of Chicago became the bulwark against the more
interventionist and anti-market approaches followed elsewhere in
American economic thought. He died in 1972.

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC 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 ***