TCR_Public/030730.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, July 30, 2003, Vol. 7, No. 149

                          Headlines

ACCLAIM ENT.: Has Until Jan. 20 to Comply with Nasdaq Guidelines
ADELPHIA COMMS: Fee Committee Taps Legal Cost Control as Analyst
ADVANCED GLASSFIBER: Disclosure Statement Hearing on Aug. 29
AFC ENTERPRISES: Nasdaq Panel Awaits Report on Audit Inquiry
AIRTRAN HOLDINGS: Files SEC Form S-3 re 7% Conv. Notes Offering

ALDERWOODS GROUP: Initiates $325 Million Refinancing Effort
ALLMERICA FINANCIAL: Second Quarter Results Enter Positive Zone
AMERCO: Delays Filing of 2003 Fiscal Report on Form 10-K
AMERICA WEST: S&P Rates $75MM Senior Exchangeable Notes at CCC
AMERICAN TOWER: Preparing $175MM Convertible Note Offering

AMERICAN TOWER: Planning 12-Million Share Public Offering
AMERIGAS PARTNERS: Board Declares Partnership Cash Distribution
ANC RENTAL: Asks Court to Clear 2003 Cananwill Financing Pact
APPLIED EXTRUSION: Fiscal 2003 Q3 Net Loss Widens to $1.2 Mill.
ARVINMERITOR INC: Wants to Discuss Cash Offer with Dana's Board

ASIA GLOBAL CROSSING: Chapter 7 Trustee Hire Bingham as Counsel
ASSISTED LIVING: Cures Default on 10% Notes with Midwest Trust
ATLANTIC COAST: Plans to Establish Independent Low-Fare Airline
AUDIOVOX CORP: Completes Acquisition of Recoton's Audio Assets
AVISTA CORP: Unit Completes New $110 Million Line of Credit

BIO-RAD LABS: S&P Assigns BB- Rating to $200-Mil. Sr. Sub. Notes
BRIGHTPOINT INC: Reports Improved Results in Second Quarter
BUCKEYE TECHNOLOGIES: Amends $215MM Revolving Credit Facility
BURLINGTON IND.: Wilbur Ross Comments on Burlington Acquisition
CALL-NET ENTERPRISES: Webcasting Q2 Earnings Announcement Today

CAMELOT SCHOOLS: Case Summary & 20 Largest Unsecured Creditors
CEDRIC KUSHNER: Hires Wolinetz Lafazan as New Ind. Accountants
CINCINNATI BELL: Names John F. Cassidy as New President and CEO
CLARK RETAIL: Inks Pact to Sell Assets to Couche-Tard for $24MM
CLAYTON HOMES: Cerberus Declines to Make Offer to Acquire Assets

COLUMBIA LABORATORIES: Issuing 2 Million Shares for $26 Million
CONSECO: S&P Cuts Ratings on 3 Note Classes to Low-B/Junk Levels
CORRECTIONS CORP: Will Publish Second Quarter Results on Aug. 6
DELTA FUNDING: S&P Drops 2000-4 Class B Note Rating to D from B
DIGEX INC: Creates Special Committee to Evaluate MCI's Offer

DIRECTV LATIN: Plan Filing Exclusivity Extended Until Sept. 25
DOW CORNING: Second Quarter 2003 Results Show Significant Growth
DYNEGY: Lenders Okay Restructuring and Refinancing Transactions
ELDERTRUST: Reports Second Quarter 2003 Net Loss of $1.2 Million
EPOCH 2000-1: S&P Keeps Watch on BB+/BB Secured Note Ratings

EPOCH 2002-1: Fitch Affirms BB Class V Floating-Rate Note Rating
FC CBO LTD: S&P Puts BB+ Senior Notes Rating on Watch Negative
FEDERAL-MOGUL: Wants Clearance for Miba Bearings Settlement Pact
FLEMING: Asks Court to Approve Employee Stay Bonus Programs
FLOW INT'L: Fiscal Fourth Quarter Net Loss Doubles to $15 Mill.

GAP INC: S&P Affirms BB+ Corp. Credit & Senior Unsecured Ratings
GENTEK INC: Disclosure Statement Hearing Scheduled for Aug. 25
GENUITY INC: Seeking Open-Ended Lease Decision Period Extension
GLOBAL CROSSING: Secures Court Approval for SAP Settlement Pact
GRUPO IUSACELL: Issues Statement re Competing Tender Offers

INDIANAPOLIS POWER: S&P Assigns BB+ Rating to $110-Mill. Bonds
KASPER ASL: Secures Open-Ended Lease Decision Period Extension
KMART CORP: Melody Pearce Seeks Stay Relief to Pursue Complaint
LB-UBS COMM'L: Fitch Affirms Six Low-B Ser. 2001-C2 Note Ratings
LEAR CORP: Solid Performance Spurs S&P to Up Rating to BBB-

LORAL/QUALCOMM: Wants Plan Exclusivity Extended through Oct. 10
LTV: Court OKs Standard & Poor as Copperweld's Valuation Advisor
MDC: Maxxcom Seeks Shareholder Approval of Plan of Arrangement
MIDLAND COGENERATION: Posts Earnings Results for Second Quarter
MIRANT CORP: Asks Court to Approve Contract Rejection Procedures

MOBILE COMPUTING: Enters Series of Restructuring Transactions
MORGAN STANLEY: S&P Assigns Low-B Ratings to 5 Note Classes
NETWORK PLUS: Delaware Court Okays Case Conversion to Chapter 7
NORTEL NETWORKS: Board Declares Preferred Share Dividends
NORTHWESTERN CORP: S&P Junks Credit Rating on Eroding Liquidity

NQL INC: Court Extends Plan Filing Exclusivity through July 31
NVIDIA CORP: Provides Preliminary Results for Second Quarter
PAYLESS SHOESOURCE: Completes $200MM Sr. Debt Private Placement
PETROLEUM GEO-SERVICES: Files for Chapter 11 Protection in SDNY
PETROLEUM GEO-SERVICES: Case Summary & 20 Unsecured Creditors

PG&E NATIONAL: Proposes Professional's Compensation Procedures
PHILIP MORRIS: Says Verdict Shows Medical Monitoring Suit Flaws
PRIME HOSPITALITY: S&P Affirms Ratings over Failure to Pay Rents
PROMAX ENERGY: Hires BMO Nesbitt Burns Inc. as Financial Advisor
RENT-A-CENTER: Second Quarter 2003 Results Reflect Strong Growth

RURAL/METRO: Wins Renewal Contract to Serve Morristown Airport
SAVVIS COMMS: Closes Sale of Data Center to Reuters for $19 Mil.
SEITEL INC: Files Chapter 11 Reorganization Plan in Delaware
SK GLOBAL: Wants More Time to File Schedules and Statements
SPECTRASITE: Will Host Second Quarter Conference Call on Aug. 12

SPIEGEL GROUP: Court Fixes October 1, 2003 as Claims Bar Date
STELCO INC: Jim Alfano Retires as Company President and CEO
TIME WARNER TELECOM: Red Ink Continued to Flow in Second Quarter
TITAN: Consolidates Tire Manufacturing into Des Moines Facility
UNIFAB INTERNATIONAL: Liquidator Appointed in Allen Process Unit

UNOVA INC: Reports Weaker Financial Results for Second Quarter
US AIRWAYS: Q2 Earnings Results Reflect $214MM TSA Reimbursement
WABASH NATIONAL: Prices $100MM Conv. Sr. Unsecured Note Offering
WEIRTON STEEL: Balks at U.S. Steel's $1MM Claim Payment Request
WELLMAN INC: S&P Revises Outlook to Neg. over Lower Q2 Profits

WESTERN STATES ELECTRIC: Case Summary & 20 Unsecured Creditors
WESTPOINT STEVENS: Wins Nod to Assume 5 Alabama Power Contracts
WORLDCOM: CEO/Chairman Capellas Responds to Competitors' Claims
WORLDCOM INC: New Allegations Provide More Reasons for Debarment
WORLDCOM INC: Boycott Group Calls for CEO Capellas' Resignation

WORLDCOM INC: Court Clears Stipulation with ADP to Setoff Claims
XEROX CORP: Reports Slight Decline in Second Quarter Revenue

* Hill Wallack Plans to Relocate Main Office to Trenton, NJ
* Joseph J. Simons Joins Paul Weiss' Washington, DC Office
* Robert Kors Heading-Up AEG Partner's New Los Angeles Office

* Meetings, Conferences and Seminars

                          *********

ACCLAIM ENT.: Has Until Jan. 20 to Comply with Nasdaq Guidelines
----------------------------------------------------------------
Acclaim Entertainment, Inc. (Nasdaq: AKLM) has received notice
from The Nasdaq Stock Market, Inc., indicating that, in accordance
with Marketplace Rule 4310(C)(8)(D), the Company has been granted
a 180 day extension, or until January 20, 2004, within which to
regain compliance with the minimum $1.00 bid price per share
requirement of The Nasdaq SmallCap Market.

In the notice, the Nasdaq staff noted that the Company meets the
initial listing requirements for The Nasdaq SmallCap Market under
Marketplace Rule 4310(C)(2)(A) and is therefore being provided the
180 day extension in accordance with Marketplace Rule
4310(C)(8)(D). If at any time before January 20, 2004, the bid
price of the Company's common stock closes at $1.00 per share or
more for a minimum of 10 consecutive trading days, the Nasdaq
staff will provide notification that the Company complies with
Marketplace Rule 4310(C)(8)(D).

The Nasdaq staff also noted that if compliance with Marketplace
Rule 4310(C)(8)(D) cannot be demonstrated by January 20, 2004,
Nasdaq will determine whether the Company meets the initial
listing criteria under Marketplace Rule 4310(C)(2)(A). If the
Company meets the initial listing criteria, Nasdaq will notify the
Company that it has an additional 90 days in which to demonstrate
compliance. Otherwise, Nasdaq will provide written notification
that the Company's securities will be delisted. At that time, the
Company has the right to appeal such determination to a Nasdaq
Listing Qualification Panel.

There can be no assurance that the Company will regain compliance
with the minimum bid price requirement by January 20, 2004 or that
an appeal to the Nasdaq Listing Qualification Panel would be
successful.

Based in Glen Cove, N.Y., Acclaim Entertainment, Inc. -- whose
March 31, 2003 balance sheet shows a total shareholders' equity
deficit of about $46 million -- is a worldwide developer,
publisher and mass marketer of software for use with interactive
entertainment game consoles including those manufactured by
Nintendo, Sony Computer Entertainment and Microsoft Corporation as
well as personal computer hardware systems.  Acclaim owns and
operates five studios located in the United States and the United
Kingdom, and publishes and distributes its software through its
subsidiaries in North America, the United Kingdom, Australia,
Germany, France and Spain.  The Company uses regional distributors
worldwide.  Acclaim also distributes entertainment software for
other publishers worldwide, publishes software gaming strategy
guides and issues "special edition" comic magazines periodically.
Acclaim's corporate headquarters are in Glen Cove, New York and
Acclaim's common stock is publicly traded on NASDAQ.SC under the
symbol AKLM.  For more information visit its Web site at
http://www.acclaim.com


ADELPHIA COMMS: Fee Committee Taps Legal Cost Control as Analyst
----------------------------------------------------------------
Pursuant to Sections 327(a), 328, 330 and 331 of the Bankruptcy
Code and Rule 2014 of the Federal Rules of Bankruptcy Procedure,
the Adelphia Communications Debtors' Fee Committee sought and
obtained the Court's authority to retain Legal Cost Control, Inc.
to perform automated analysis of fees and expenses to assist the
Fee Committee in its analysis of the Retained Professionals' fees
and expenses.

According to Tracy Hope Davis, Esq., in New York, the Fee
Committee determined that the volume of fee and expense requests
warrants the Fee Committee's need for assistance of a consultant
that can provide computer analysis of the requests.  The Fee
Committee determined that LCC is the most qualified and most cost-
effective professional to provide the support services.

Ms. Davis relates that LCC provides legal and accounting cost and
case management services to, among other things, corporations,
local governments, bankruptcy courts, insurance carriers and
governmental agencies.  These services include legal bill
processing and payment, web-based legal cost solutions, legal cost
reviews, law firm audits and legal services assessments.  In
addition, LCC has extensive expertise in analyzing fee and expense
requests in large Chapter 11 cases, including Enron, WorldCom,
NTL, AmeriService Food Distribution and Worldwide Direct.

As fee analyst, LCC will:

    (a) audit the fee and expense requests;

    (b) assist the Fee Committee in the determination and
        resolution of the compliance of the fee and expense
        requests with the applicable provisions of the Bankruptcy
        Code, the Bankruptcy Rules, the U.S. Trustee Guidelines
        and the Local Rules and Orders of the Court; and

    (c) provide other services as the Fee Committee may request
        from time to time.

The Fee Committee may terminate LCC's engagement at any time
without liability except that it will remain entitled to any fees
accrued but not yet paid prior to the termination.

With LCC's retention, the Fee Committee believes that it will be
more efficient in its analysis of fees and expense requests that
will maximize the Debtors' cost control and efficiency.

John J. Marquess, a shareholder, director and officer of LCC,
tells the Court that LCC agreed to be compensated with 0.50% of
the fees and expenses the Retained Professionals submitted.
However, LCC's compensation is subject to an $800,000 cap over the
course of these cases, regardless of the amount of billings
reviewed and analyzed.  The agreed fee is inclusive of all
services and expenses.

Mr. Marquess assures Judge Gerber that LCC, with respect to the
matters relating to these cases, has not represented and has no
relationship with:

    -- the Debtors,

    -- the Debtors creditors or equity security holders,

    -- any other parties-in-interest in this case,

    -- the attorneys and accountants of any of the Debtors, the
       creditors, the equity security holders or other parties-in-
       interest; and

    -- the U.S. Trustee or any person employed in the Office of
       the U.S. Trustee. (Adelphia Bankruptcy News, Issue No. 36;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADVANCED GLASSFIBER: Disclosure Statement Hearing on Aug. 29
------------------------------------------------------------
A hearing to consider the adequacy of the Proposed Disclosure
Statement prepared by Advanced Glassfiber and AGY Capital Corp. to
explain their Joint Plan of Reorganization will convene on August
29, 2003, at 1:30 p.m., in Wilmington.  The Debtors will ask the
Court to determine that the Disclosure Statement contains the
right kind and amount of information that creditors need to decide
whether to vote to accept or reject the Debtors' Plan.

Any objection to the content of the Disclosure Statement must
include, where appropriate, suggested language to amend the
Disclosure Statement in a manner that will resolve the objection.
Objections must be received by the Clerk of the Bankruptcy Court
on or before 4:00 p.m. on August 1 and copies must also be served
on:

        1. Counsel for the Debtors
           Proskauer Rose LLP
           1585 Broadway
           New York, NY 10036
           Attn: Alan B. Hyman, Esq.
                 Scott K. Rutsky, Esq.

        2. Counsel for the Official Committee of Unsecured
            Creditors
           Strook & Strook & Lavan LLP
           180 Maiden Lane
           Room 3677
           New York, NY 10038
           Attn: Michael Sage, Esq.

        3. Counsel to the Agent for the Pre-Petition and Post-
           Petition Secured Lenders
           Paul, Hastings, Janofsky & Walker LLP
           600 Peachtree Street, N.E.
           Suite 2400
           Atlanta, GA 30308
           Attn: Jesse H. Austin, Esq.
                 Karol K. Deniston, Esq.

        4. the Office of the United States Trustee
           824 North Market Street
           Federal Building
           Wilmington, Delaware 19801
           Attn: Margaret Harrison, Esq.

Advanced Glassfiber Yarns, LLC and its debtor-affiliate, AGY
Capital Corp., are affiliates of Owens Corning.  They are one of
the largest manufacturers and global suppliers of glass yarns.
The Company field for chapter 11 protection on December 10,
2002, (Bankr. Del. Case No. 02-13615). Alan B. Hyman, Esq., and
Scott K. Rutsky, Esq., at Proskauer Rose LLP, represent the
Debtors in their restructuring efforts.  When the Company filed
for chapter 11 protection, it listed $194.1 million in total
assets and $409 million in total debts.


AFC ENTERPRISES: Nasdaq Panel Awaits Report on Audit Inquiry
------------------------------------------------------------
AFC Enterprises, Inc. (Nasdaq: AFCEE), the franchisor and operator
of Popeyes(R) Chicken & Biscuits, Church's Chicken(TM) and
Cinnabon(R) and the franchisor of Seattle's Best Coffee(R) in
Hawaii, on military bases and internationally, announced that the
Nasdaq Listing Qualifications Panel has indicated that it will not
make a determination regarding whether to provide the Company with
additional time to complete the restatement of its financial
statements and to file its late financial reports until the Panel
has received a report regarding the previously announced
investigation being conducted by AFC's Audit Committee. Pending
that determination by the Panel, the Company's common stock will
continue to be listed on The Nasdaq National Market.

AFC previously announced that the Audit Committee of its Board of
Directors is engaged in an independent investigation into quarter-
end adjustments to reserve, asset and accrual accounts on the
books of the Company and certain related matters. According to the
Nasdaq Listing Qualifications Panel's letter to AFC, the Company
must inform the Panel on the results of the investigation by
August 8, 2003. The Panel will then determine whether to provide
the Company with an additional extension in which to file its
Annual Report on Form 10-K for 2002 and its Quarterly Report on
Form 10-Q for the first quarter of 2003.

AFC Enterprises, Inc. (S&P, BB Corporate Credit & Senior Bank Loan
Ratings, Negative) is the franchisor and operator of 4,131
restaurants, bakeries and cafes as of May 18, 2003, prior to the
sale of Seattle Coffee Company to Starbucks Corporation, in the
United States, Puerto Rico and 32 foreign countries under the
brand names Popeyes(R) Chicken & Biscuits, Church's Chicken(TM),
Cinnabon(R) and the franchisor of Seattle's Best Coffee(R) in
Hawaii, on military bases and internationally.  AFC's primary
objective is to be the world's Franchisor of Choice(R) by offering
investment opportunities in highly recognizable brands and
exceptional franchisee support systems and services.  AFC
Enterprises had system-wide sales of approximately $2.7 billion in
2002 and can be found on the World Wide Web at http://www.afce.com


AIRTRAN HOLDINGS: Files SEC Form S-3 re 7% Conv. Notes Offering
---------------------------------------------------------------
In connection with the May 2003 private offering of 7 percent
Convertible Notes due 2023 (S&P/CCC/Negative), AirTran Holdings,
Inc. (NYSE:AAI), and its wholly owned subsidiary, AirTran Airways,
Inc., filed a Registration Statement on Form S-3 with the
Securities and Exchange Commission (SEC). The Registration
Statement was filed in satisfaction of certain registration rights
granted to the selling security holders.

When declared effective by the SEC, the Registration Statement
will be available for use by the selling security holders to
resell the previously issued $125 million principal amount 7%
Convertible Notes due 2023, and the common shares that can be
issued upon conversion of these notes.

Neither AirTran Holdings nor AirTran Airways will receive any
proceeds from any resale of the convertible notes by the selling
security holders or the common stock that can be issued upon
conversion of the notes. The Registration Statement relating to
these securities has been filed with the SEC but has not yet
become effective. These securities may not be sold nor may offers
to buy be accepted prior to the time the Registration Statement
becomes effective. Copies of the preliminary prospectus relating
to the offering of the convertible notes and the common stock that
can be issued upon conversion of the convertible notes may be
obtained by submitting a written request to: AirTran Holdings,
Inc., Investor Relations, 9955 AirTran Boulevard, Orlando,
Florida, 32827

AirTran Airways (S&P/B-/Negative) is one of America's largest low-
fare airlines - employing more than 5,400 professional Crew
Members and serving 492 flights a day to 43 destinations. The
airline's hub is at Hartsfield Atlanta International Airport, the
world's busiest airport (by passenger volume), where it is the
second largest carrier operating 189 flights a day. The airline
never requires a roundtrip purchase or Saturday night stay, and
offers an affordable Business Class, assigned seating, easy online
booking and check-in, the A-Plus Rewards frequent flier program,
and the A2B corporate travel program. AirTran Airways, a
subsidiary of AirTran Holdings, Inc., (NYSE:AAI), is the world's
largest operator of the Boeing 717, the most modern,
environmentally friendly aircraft in its class. In 2004, the
company will begin taking delivery of 100 Boeing 737-700s, one of
the most popular and reliable jet aircraft in its class. For more
information, visit http://airtran.com


ALDERWOODS GROUP: Initiates $325 Million Refinancing Effort
-----------------------------------------------------------
Alderwoods Group, Inc. (NASDAQ:AWGI) launched efforts to refinance
$325 million to replace existing indebtedness. The new senior
secured facilities will be LIBOR based floating rate and include a
$50 million revolving credit facility and a $275 million Term Loan
B. The proceeds from the $275 million Term Loan B facility will be
used to retire the Company's $195 million of 11% senior secured
notes due in 2007, and $80 million of Rose Hill's 9.5% senior
subordinated notes, due in 2004. Rose Hills is a wholly owned
subsidiary of the Alderwoods Group.  The new revolving credit
facility is expected to be undrawn, except for letters of credit.
The refinancing will be led by Banc of America Securities LLC and
is expected to be completed within the next 45 days.

In addition, on or before the closing of this transaction, the
Company expects to fully repay its existing revolving credit
facility from cash on hand, which is currently drawn for $20
million. This additional $20 million repayment will bring the
total debt repaid in fiscal 2003 to $96.5 million and to $178.1
million since emergence on January 2, 2002.

"This announcement is consistent with our ongoing efforts
regarding balance sheet management," stated Paul Houston,
President and CEO. "With our first year of emergence behind us and
interest rates at an historic low, it is an appropriate time to
refinance certain existing indebtedness."

Launched on January 2, 2002, the Company is the second largest
operator of funeral homes and cemeteries in North America. As of
June 14, 2003, the Company operated 792 funeral homes, 167
cemeteries and 61 combination funeral home and cemetery locations
in the United States, Canada and the United Kingdom. Of the
Company's total locations, 143 funeral homes, 89 cemeteries and
five combination funeral home and cemetery locations are either
held for sale as at June 14, 2003, or identified for sale
subsequently. The Company provides funeral and cemetery services
and products on both an at-need and pre-need basis. In support of
the pre-need business, it operates insurance subsidiaries that
provide customers with a funding mechanism for the pre-arrangement
of funerals.


ALLMERICA FINANCIAL: Second Quarter Results Enter Positive Zone
---------------------------------------------------------------
Allmerica Financial Corporation (NYSE: AFC) reported net income
for the second quarter of $24.4 million, compared to a net loss of
$55.5 million in the second quarter of 2002.

"We are pleased with our second quarter results and the further
improvements in the capital position of our life insurance
companies," said Edward J. Parry, III, President of Allmerica's
Asset Accumulation Company and Allmerica Financial Corporation's
Chief Financial Officer.

Robert P. Restrepo, Jr., President of Allmerica's Property and
Casualty Companies added, "Our core earnings in the second quarter
were solid and reflect our efforts to improve underwriting
results. However, our reported earnings for the quarter were
negatively impacted by the arbitration ruling we announced earlier
in the quarter relating to business we exited in 1996."

                         Segment Results

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

Property and Casualty

Property and Casualty segment income was $20.6 million in the
second quarter of 2003, as compared to $51.6 million in the second
quarter of 2002. Earnings were lower in the quarter due
principally to a pre-tax charge of $23.0 million resulting from a
recent adverse arbitration decision related to an insurance pool
we exited in 1996. In addition, pre-tax catastrophe losses were
higher in the current quarter when compared to the second quarter
of 2002, when catastrophe losses were unusually low.

Property and Casualty highlights:

-- Net premiums written were $571.0 million in the second quarter
   of 2003, compared to $572.1 million in the second quarter of
   2002.

-- Net premiums earned were $561.8 million in the second quarter
   of 2003, compared to $570.6 million in the second quarter of
   2002.

-- Pre-tax catastrophe losses were $21.2 million in the second
   quarter of 2003, versus $8.6 million in the comparable period
   one year earlier.

Allmerica Financial Services

Allmerica Financial Services reported segment income of $18.4
million in the second quarter of 2003, as compared to a segment
loss of $113.8 million in the second quarter of 2002. Segment
results in the second quarter of 2002 were materially impacted by
a $141.9 million pre-tax write-off of deferred acquisition costs.
Segment income in the current quarter was positively impacted by
improved equity market conditions, which reduced the amortization
of deferred acquisition costs.

Allmerica Financial Services highlights:

-- The Risk Based Capital ratio of Allmerica Financial Life
   Insurance and Annuity Company, Allmerica's lead life insurance
   company, increased to 344 percent at June 30, 2003, up from 266
   percent at March 31, 2003 and 244 percent at December 31, 2002.

-- Total adjusted statutory capital for the combined life
   insurance subsidiaries at June 30, 2003 increased to $535.6
   million, up from $472.3 million at March 31, 2003 and $481.9
   million at December 31, 2002.

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

Asset Management

Asset Management's second quarter segment income was $2.5 million,
compared to $5.1 million in the same period in the prior year.
Income declined primarily due to fewer outstanding guaranteed
investment contracts.

Corporate

Corporate segment net expenses were $18.5 million in the second
quarter of 2003, compared to $15.2 million in the comparable
period in 2002, principally due to higher fringe benefit costs,
primarily pension related, and lower net investment income.

                       Investment Results

Net investment income was $117.4 million for the second quarter of
2003, compared to $149.6 million in the same period in 2002. In
the current quarter, net investment income decreased primarily due
to lower invested assets resulting from surrenders in the general
account, a reduction in outstanding guaranteed investment
contracts and the sale of the Company's fixed universal life
insurance block of business.

Second quarter 2003 pre-tax net realized investment gains were
$13.2 million, compared to $63.8 million of pre-tax net realized
investment losses in 2002. In the current quarter, pre-tax net
realized investment gains were principally related to gains of
$29.0 million on the sale of certain fixed income and equity
securities, and gains on derivative instruments of $2.0 million,
partially offset by realized losses of $19.5 million due to
impairments of fixed income securities. In the second quarter of
2002, pre- tax net realized investment losses related primarily to
impairments on certain fixed income and equity securities and
losses from derivative instruments.

     Sale of Below Investment Grade Fixed-Income Securities

During the second quarter of 2003, the Company sold approximately
$270.0 million par value of below investment grade fixed-income
securities. As a result this action, at June 30, 2003 the
Company's holdings of below investment grade fixed-income
securities were reduced to 6.2 percent of the fixed income
portfolio and 5.7 percent of total invested assets; from 10.0
percent and 9.2 percent, respectively, at the end of the first
quarter of 2003.

                    Balance Sheet and Other

Shareholders' equity was $2.2 billion, or $41.96 per share at June
30, 2003, compared to $2.1 billion, or $39.12 per share at
December 31, 2002. Excluding accumulated other comprehensive
income, book value was $41.07 per share at the close of the second
quarter, compared to $39.83 per share at December 31, 2002.

Total assets were $25.2 billion at June 30, 2003, compared to
$26.6 billion at year-end 2002. Separate account assets were $11.7
billion at June 30, 2003, versus $12.3 billion at December 31,
2002. The declines in total and separate account assets were
principally the result of surrenders of individual variable
annuities as well as the sale of the Company's fixed universal
life insurance block of business.

          Life Insurance Company Statutory Capital Position

The Risk Based Capital ratio of Allmerica Financial Life Insurance
and Annuity Company, Allmerica's lead life insurance company,
increased to 344 percent at June 30, 2003, from 266 percent at
March 31, 2003, and 244 percent at December 31, 2002 principally
due to the sale of below investment grade securities and increases
in equity market values. RBC is a regulatory method of measuring
the minimum amount of capital appropriate for an insurance
company. Total adjusted statutory capital at June 30, 2003
increased to $535.6 million for the combined life insurance
subsidiaries, from $472.3 million at March 31, 2003, and from
$481.9 million at December 31, 2002, principally due to the
improvement in equity market values. Statutory capital is the
measure of capital utilized by insurance industry regulators.

Allmerica Financial Corporation's Second Quarter Earnings Press
Release and Statistical Supplement are also available in the
Financial News section at http://www.allmerica.com.

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

                         *    *    *

As previously reported in Troubled Company Reporter, Fitch Ratings
revised its Rating Watch on the insurer financial strength ratings
of First Allmerica Financial Life Insurance Co., Allmerica
Financial Life Insurance and Annuity Co., and Allmerica Global
Funding LLC's $2 billion global debt program rating to Positive
from Negative.

Fitch has also revised its Rating Watch on Allmerica Financial
Corporation's senior debt rating and Allmerica Financing Trust's
capital securities to Positive from Negative.

Fitch's actions reflect the significant increase in statutory
capitalization for AFC's life operations as a result of the
execution of several fourth quarter transactions, including the
definitive agreement to sell its interest in a $650 million
block of universal life insurance to John Hancock Life Insurance
Company, the retirement of $551 million in funding agreement
liabilities below face value through open market purchase/
tender offer and the implementation of a new guaranteed minimum
death benefit mortality reinsurance program.

           Entity/Issue Type/Action/Rating/Rating Watch

First Allmerica Financial Life Insurance Co.
      --Insurer financial strength Rating Watch - 'BB-'/Rating
        Watch - Positive

Allmerica Financial Life & Annuity Co.
      --Insurer financial strength 'BB-'/ Rating Watch Positive.

Allmerica Global Funding LLC $2 billion global note program
      --Long-term issuer rating 'BB-'/ Rating Watch Positive.

Allmerica Financial Corp.
      --Long-term issuer 'BB'/ Rating Watch Positive;
      --Senior debt rating 'BB'/ Rating Watch Positive;
      --Commercial paper rating 'B'.

Allmerica Financing Trust
      --Capital securities rating  'B+'/ Rating Watch Positive.


AMERCO: Delays Filing of 2003 Fiscal Report on Form 10-K
--------------------------------------------------------
AMERCO (Nasdaq: UHALQ) announced that its Annul Report on Form 10-
K, which will contain audited financial statements for fiscal year
2003 and re-audited financial statements for fiscal years 2002 and
2001, has been delayed.  The Company is taking steps to expedite
and conclude the audit process so that it can file Form 10-K as
soon as practicable. (AMERCO Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


AMERICA WEST: S&P Rates $75MM Senior Exchangeable Notes at CCC
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating to
America West Airlines Inc.'s $75 million 7.25% senior exchangeable
notes due 2023, offered under Rule 144A with registration rights.
The notes are guaranteed by America West Airlines' parent, America
West Holdings Corp. (both rated B-/Negative/-).

"The ratings on America West reflect risks relating to the adverse
airline industry environment, a weak balance sheet, and limited
financial flexibility," said Standard & Poor's credit analyst
Betsy Snyder. "After significant losses incurred since 2001, which
almost resulted in its filing for Chapter 11 bankruptcy
protection, the company finally reported a profit in the second
quarter of 2003, even before the inclusion of an $81 million
refund from the federal government," the credit analyst continued.

America West Holdings' major subsidiary is America West Airlines
Inc., the eighth-largest airline in the U.S, with hubs located at
Phoenix and Las Vegas. America West benefits from a low cost
structure, among the lowest in the industry. However, it competes
at Phoenix and Las Vegas against Southwest Airlines Co., the other
major low-cost, low-fare, operator in the industry and financially
the strongest. As a result, due to the competition from Southwest,
as well as America West's reliance on lower-fare leisure
travelers, its revenues per available seat mile also tend to be
among the lowest in the industry. In addition, America West
Holdings owns the Leisure Co., one of the nation's largest tour
packagers.

In January 2002, the company received proceeds from a $429 million
loan, 90% of which was guaranteed by the federal government under
the Air Transportation Stabilization Act, which enabled it to
avert filing for Chapter 11 bankruptcy protection. As part of this
process, the company completed arrangements for over $600 million
in concessions, financing, and other assistance. These actions
have allowed it to maintain its relatively low cost structure
relative to the industry. Although the company has remained
unprofitable since then, it did report a small profit in the
second quarter of 2003, even before the inclusion of an $81
billion refund from the federal government, one of only a few U.S.
airlines to have achieved such a feat. However, the company's
financial flexibility is expected to remain weak. Although it had
$465 million of cash and short-term investments at June 30, 2003
(of which $80 million is restricted), it has no bank facilities
and a substantial portion of its assets are encumbered.

The ratings on America West could be lowered if the airline
industry enters a renewed downturn due to further terrorism or a
"double-dip" recession, causing further pressure on America West's
credit profile.


AMERICAN TOWER: Preparing $175MM Convertible Note Offering
----------------------------------------------------------
American Tower Corporation (NYSE: AMT) is seeking to raise
approximately $175.0 million through an institutional private
placement of convertible notes due 2010. In addition, the company
is expected to grant the initial purchasers of the notes an option
to purchase up to an additional $35.0 million principal amount of
the notes. The closing of the offering is expected in early
August, subject to market conditions.

The company expects to use approximately 50% of the net proceeds
to refinance a portion of its outstanding indebtedness under its
credit facilities, and the remainder to repurchases of a portion
of the company's outstanding debt securities.

This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of the notes.

The notes and the Class A common stock issuable upon conversion of
the notes have not been registered under the Securities Act of
1933, as amended, or any state securities laws, and are being
offered only to qualified institutional buyers in reliance on Rule
144A under the Securities Act. Unless so registered, the notes may
not be offered or sold in the United States except pursuant to an
exemption from registration requirements of the Securities Act and
applicable state securities laws.

Concurrently with this offering, the company is separately
conducting a public offering of 12.4 million shares of its Class A
common stock for an estimated $114.4 million in net proceeds. The
closing of one offering is not conditioned upon the closing of the
other offering.

American Tower (S&P, B- Corporate Credit Rating, Negative) is the
leading independent owner, operator and developer of broadcast and
wireless communications sites in North America. Giving effect to
pending transactions, American Tower operates approximately 15,000
sites in the United States, Mexico, and Brazil, including
approximately 300 broadcast tower sites. Of the 15,000 sites,
approximately 14,000 are owned or leased towers and approximately
1,000 are managed and lease/sublease sites. For more information
about American Tower Corporation, visit
http://www.americantower.com


AMERICAN TOWER: Planning 12-Million Share Public Offering
---------------------------------------------------------
American Tower Corporation (NYSE: AMT) intends to commence a
public offering of 12.4 million shares of Class A common stock for
an estimated $114.4 million in net proceeds, subject to market
conditions. The company plans to use the net proceeds of the
offering to repurchase outstanding debt securities of American
Tower Corporation or to make equity contributions to the borrower
subsidiaries under its credit facilities, where the proceeds may
be used for general corporate purposes. The offering will be made
under the company's universal shelf registration statement
previously filed with the Securities and Exchange Commission.

Offers to sell the shares will be made only by means of a
prospectus, including the accompanying prospectus supplement
relating to the shares. Goldman, Sachs & Co. is acting as book-
running manager for the offering. Copies of the preliminary
prospectus supplement and the accompanying prospectus are
available from Goldman, Sachs & Co., 85 Broad Street, New York,
New York 10004, telephone: (212) 902-1000.

Concurrently with this offering, the company is separately
offering $175.0 million aggregate principal amount of convertible
notes ($210.0 million if the initial purchasers of the notes
exercise in full their option in full) in a transaction exempt
from registration under the Securities Act of 1933, as amended.
The closing of one offering is not conditioned upon the closing of
the other offering.

American Tower (S&P, B- Corporate Credit Rating, Negative) is the
leading independent owner, operator and developer of broadcast and
wireless communications sites in North America. Giving effect to
pending transactions, American Tower operates approximately 15,000
sites in the United States, Mexico, and Brazil, including
approximately 300 broadcast tower sites. Of the 15,000 sites,
approximately 14,000 are owned or leased towers and approximately
1,000 are managed and lease/sublease sites. For more information
about American Tower Corporation, visit
http://www.americantower.com


AMERIGAS PARTNERS: Board Declares Partnership Cash Distribution
---------------------------------------------------------------
Directors of AmeriGas Propane, Inc., general partner of AmeriGas
Partners, L.P. (NYSE:APU), have declared the partnership's
quarterly cash distribution of $0.55 per limited partnership
common unit (an annualized rate of $2.20 per unit). The
distribution is payable August 18, 2003 to unitholders of record
as of August 8, 2003.

AmeriGas Partners is the nation's largest retail propane marketer,
serving 1.2 million customers from approximately 650 locations in
46 states. UGI Corporation (NYSE:UGI) through subsidiaries owns
48% of the partnership and individual unitholders own the
remaining 52%.

Comprehensive information about AmeriGas is available on the
Internet at http://www.amerigas.com

As reported in Troubled Company Reporter's April 15, 2003
edition, AmeriGas Partners, L.P.'s $32 million 8.875% senior
notes due 2011, issued jointly and severally with its special
purpose financing subsidiary AP Eagle Finance Corp., are rated
'BB+' by Fitch Ratings. The Rating Outlook is Stable. An
indirect subsidiary of UGI Corp., is the general partner and a
51% limited partner for AmeriGas. AmeriGas in turn is a master
limited partnership for AmeriGas Propane, L.P., an operating
limited partnership. Proceeds from the new senior notes will be
utilized to make a capital contribution to the OLP which in turn
will use the funds as well as existing cash on hand to repay
approximately $53.8 million of maturing debt.

AmeriGas' rating reflects the subordination of its debt
obligations to $577 million secured debt of the OLP including
the OLP's $540 million privately placed 'BBB' rated first
mortgage notes. In addition, Fitch's assessment incorporates the
underlying strength of AmeriGas' retail propane distribution
network. AmeriGas is viewed as one of the premier retail propane
distributors evidenced by its efficient operations, favorable
acquisition track record, and proven ability to sustain gross
profit margins under various operating conditions.


ANC RENTAL: Asks Court to Clear 2003 Cananwill Financing Pact
-------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates seek the Court's
authority to enter into a premium finance agreement with
Cananwill, Inc., and grant Cananwill first priority security
interest in any unearned or returned premiums and other amounts
due to the Debtors under the property insurance policies that are
financed under the Financing Agreement.

Mark J. Packel, Esq., at Blank Rome LLP, in Wilmington, Delaware,
recounts that on August 2, 2002, the Court authorized the Debtors
to enter into a substantially similar arrangement with Cananwill
and approved an agreement that provided for the financing of the
premium to be paid in connection with the 2002 Insurance Program.
Pursuant to the 2002 Insurance Program, the Debtors obtained
$300,000,000 in property insurance coverage for the period from
June 30, 2002 to June 30, 2003 and financed the premium for
$9,192,088.70 pursuant to a financing agreement with Cananwill.
The 2003 Insurance Program will provide more insurance coverage
at a cheaper cost to the Debtors.

                      2003 Insurance Program

The Financing Agreement provides for $400,000,000 in property
insurance coverage, including an additional $50,000,000 in
earthquake coverage above the first $50,000,000 layer in
earthquake coverage, for the period from June 30, 2003 to
June 30, 2004.  The premium to be paid by the Debtors in
connection with this agreement is estimated to be $6,710,000,
which consists of a $1,677,000 downpayment, with the remaining
$5,033,450 to be financed over nine months at an annual interest
rate of 4.28%.  Therefore, the Debtors' monthly payments will be
$570,000.  The 2003 Insurance Program will provide $150,000,000
in additional coverage over the 2002 Insurance Program at a cost
savings totaling $2,500,000.  The Debtors believe that these
terms are both fair and reasonable.

The Financing Agreement provides that in the event that there is
a payment default under the agreement, the automatic stay
provisions of Section 362 of the Bankruptcy Code will be
immediately lifted, and, after providing the Debtors with
sufficient notice as required by applicable state law, Cananwill
will have the right to cancel the underlying Policies.  In this
case, Cananwill would also be entitled to apply any unearned or
returned premiums due under the Policies to any amount owing by
the Debtors to Cananwill without further application to the
Bankruptcy Court.  In the event that upon cancellation of the
Policies financed by Cananwill, the unearned or returned premiums
are insufficient to pay the Debtors' total amount due to
Cananwill under the Financing Agreement, then any remaining
amount owing to Cananwill, including reasonable attorneys fees,
will be given an administrative expense claim against the Debtors
entitled to priority pursuant to Section 503 of the Bankruptcy
Code.

In view of the importance of maintaining the Debtors' insurance
coverage with respect to their properties and the preservation of
the Debtors' cash flow and estates by financing the insurance
premiums, the Debtors believe that they should be authorized to
enter into the Financing Agreement.  Any other alternative would
likely require considerable cash expenditures and would be
detrimental to the Debtors' reorganization efforts.

The underlying insurance coverage is necessary to fully insure
the Debtors' assets and business operations, for the benefit and
protection of the Debtors' creditors.  The stability of the
Debtors' business operations is necessary for the successful
completion of the sale of substantially all of the Debtors'
assets to a subsidiary of Cerberus Capital Management, L.P.
(ANC Rental Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


APPLIED EXTRUSION: Fiscal 2003 Q3 Net Loss Widens to $1.2 Mill.
---------------------------------------------------------------
Applied Extrusion Technologies, Inc. (NASDAQ NMS - AETC) announced
financial results for its third fiscal quarter ended June 30,
2003.

                    THIRD QUARTER 2003 RESULTS

Sales for the third quarter of fiscal 2003 of $67,012,000 were
$1,270,000, or 1.9 percent, lower than the comparable quarter in
fiscal 2002. A 9.2 percent decline in volume was partially offset
by an 8.1 percent increase in average selling price. The higher
average selling price was due to both price increases and an
improved mix of products sold.

Gross profit of $12,262,000 was $2,905,000, or 19.2 percent, lower
than the same period of last year. The decrease in gross profit
was primarily due to a $5,800,000, or 26 percent, increase in raw
material costs, which was partially offset by higher average
selling prices and an improved mix of products sold. Gross margin
was 18.3 percent versus 22.2 percent in the same period of last
year.

Operating expenses of $6,078,000 were $4,058,000, or 40 percent
lower, than the third fiscal quarter of 2002. The reduction in
operating expenses reflects the successful implementation of the
September 2002 restructuring and ongoing cost reduction efforts.
Additionally, approximately $900,000 of costs related to the QPF
acquisition and integration were incurred in the third quarter of
fiscal 2002.

Operating profit for the third quarter of fiscal 2003 was
$6,184,000, or 23 percent higher, compared with operating profit
of $5,031,000 for the third quarter of fiscal 2002. For the three
months ended June 30, 2003, the Company generated earnings before
interest, taxes, depreciation and amortization of $12,017,000, an
increase of 19 percent compared with EBITDA of $10,140,000 for the
third quarter of fiscal 2002.

Loss before income taxes of $1,261,000 for the third quarter of
fiscal 2003 was $1,354,000 lower than the loss before income taxes
of $2,615,000 for the third quarter of fiscal 2002.

The Company received a tax refund, in the third quarter of fiscal
2002, of $2,045,000 due to the change in the tax law regarding
carry back of operating losses. Aside from this item, the
Company's effective tax rate in fiscal 2002 and through the third
quarter of fiscal 2003 was zero.

Net loss for the third quarter of fiscal 2003 was $1,261,000, or
$.10 per share, compared with a net loss of $570,000, or $.04 per
share, for the third quarter of fiscal 2002. Exclusive of the tax
refund (or benefit), last year's net loss would have been
$2,615,000.

                    NINE MONTHS 2003 RESULTS

Sales for the first nine months of fiscal 2003 of $189,223,000
were $1,901,000, or 1 percent, higher than the comparable period
in fiscal 2002. A 4.2 percent decline in volume was more than
offset by a 5.4 percent increase in average selling price. The
higher average selling price was due to both price increases and
an improved mix of products sold.

Gross profit of $37,162,000 was $279,000, or 1 percent, lower than
the same period of last year. Raw material costs for the first
nine months were approximately $12,500,000, or 19 percent higher
than the same period of last year. These costs were largely offset
by higher average selling prices and an improved mix of products
sold. Gross margin was 19.6 percent versus 20.0 percent in the
same period of last year.

Operating expenses of $22,354,000 were approximately $4,665,000
lower in fiscal 2003 as a result of the restructuring initiated in
September 2002, and included $862,000 in restructuring transition
expenses. These transition expenses include duplicative headcount,
travel, and relocation expenses specific to the implementation of
the restructuring program.

Operating profit for the first nine months of fiscal 2003 of
$14,808,000 was $4,386,000, or 42 percent, higher compared with
operating profit of $10,422,000 for the same period of last year.
For the nine months ended June 30, 2003, the Company generated
earnings before interest, taxes, depreciation and amortization of
$32,196,000, an increase of $6,922,000, or 27 percent, compared
with EBITDA of $25,274,000 for the same period of the prior year.

Interest expense, net of interest income, of $22,439,000 was
$811,000 higher than the same period of the prior year. This was
primarily due to lower interest income, less capitalized interest,
and increased borrowings on our revolving credit facility compared
with the same period in the prior year.

Net loss for the first nine months of fiscal 2003 was $7,631,000,
or $.60 per share, compared with a net loss of $9,161,000, or $.72
per share, for the same period of the prior year, which benefited
from the $2,045,000, or $.16 per share, tax refund received in the
third quarter of 2002. Exclusive of the tax refund, last year's
net loss would have been $11,206,000.

               BALANCE SHEET, CASH FLOW AND LIQUIDITY

At June 30, 2003 the Company had borrowings of $4,662,000 and
letters of credit of $6,231,000 outstanding on its line of credit,
resulting in unused availability, under its revolving credit
facility, of approximately $31,000,000. Net Debt (total debt less
cash) at June 30, 2003 was $282,292,000, representing 86 percent
of total capitalization.

                        COMPANY COMMENTS

"The OPP Films business continues to be extremely challenging,"
commented Amin J. Khoury, Chairman and Chief Executive Officer.
"While we have made continued progress in increasing our prices
and improving our product mix, these improvements have been offset
by approximately $12,500,000 of raw material cost increases. While
raw material costs have started to decline since the peak in
April, these costs are projected to be approximately 9 percent
higher in the fourth quarter of this year as compared to the
fourth quarter of 2002."

"Sales volumes remain below last year primarily as a result of
weak market conditions, and also reflect some lost volume as a
result of our pricing policy. A number of flexible packaging
converters and end users, such as Kraft, Pepsi Bottling Group,
General Mills, Sara Lee, and Lance all have reported that industry
unit volume was down in the quarter just ended. The lack of demand
caused sales to fall short of our revenue plan, which caused
inventory levels to increase. Therefore, we shut down one of our
OPP film lines in July, reduced our staffing accordingly, and do
not plan to restart this line until market conditions strengthen
and inventories return to normal levels. The annual reduction in
output, going forward, is approximately 15 million pounds. In
addition, during the fourth quarter, the Company intends to
temporarily shut down certain other production assets, which will
result in a 5 million pound reduction in output. The projected
reduction in production in the fourth quarter, from these two
actions, is 8 million pounds and will result in a charge to cost
of sales of approximately $3,000,000. As a result of this charge,
our EBITDA projection, for fiscal 2003, has been reduced to $40 to
$43 million."

Mr. Khoury further remarked, "We are encouraged that operating
profit and EBITDA increased by 22 and 18 percent, respectively, as
compared with the third quarter of fiscal 2002. This is primarily
due to ongoing cost reduction efforts as well as our improvements
in product mix and selling price. We will continue to carefully
control capital expenditures and constantly re-evaluate our cost
structure. Our focus is on executing a successful turnaround in a
difficult business environment and to return the Company to a
profitable footing."

Applied Extrusion Technologies, Inc. (S&P/B/Negative) is a leading
North American developer and manufacturer of specialized oriented
polypropylene films used primarily in consumer products labeling
and flexible packaging applications.


ARVINMERITOR INC: Wants to Discuss Cash Offer with Dana's Board
---------------------------------------------------------------
ArvinMeritor, Inc. (NYSE: ARM) sent the following letter to the
members of the Committee of Independent Directors of Dana
Corporation (NYSE: DCN):

July 28, 2003

Mr. Glen H. Hiner
Mr. Benjamin F. Bailar
Mr. A. Charles Baillie
Mr. Edmund M. Carpenter
Mr. Eric Clark
Ms. Cheryl W. Grise
Mr. James P. Kelly
Ms. Marilyn R. Marks
Mr. Richard B. Priory

Dear Mr. Hiner and Members of the Committee of Independent
Directors:

"We have reviewed the Schedule 14D-9 that Dana Corporation filed
with the Securities and Exchange Commission on July 22, 2003 and
the amended and restated Schedule 14D-9 that Dana filed on July
23, 2003.

"We noted that on July 18, 2003 the Dana Board formed a Committee
of Independent Directors to consider our offer and other "possible
strategic alternatives." We are pleased that Dana's independent
directors have apparently recognized the conflict that Dana's
management has in considering our offer. It is apparent from both
management's statements to me and management's public statements
-- to the effect that there is no price at which Dana would
consider discussing a transaction with ArvinMeritor -- that
management had no intention of fairly considering our offer. We
also note that management's public statement that there is no
"business logic" to a combination is contrary to the opinion of
numerous industry analysts and investors and irrelevant to your
shareowners given the all cash nature of our offer for Dana
shares.

"We are encouraged that it appears that the independent directors
may have taken control of the process and we would very much like
to be part of your process. To that end, we would like to meet
with you to discuss our all cash offer that will provide your
shareowners with the opportunity to realize significant value
without relying on the uncertain outcome of Dana's long-term
serial restructuring efforts.

"We have noted Dana's concerns regarding our financing for the
transaction and potential antitrust issues as reasons for
recommending that shareowners reject our tender offer. We are
confident that if you and your advisors meet with us we can
resolve all of these concerns to your satisfaction.

"As I have expressed several times before, if Dana is willing to
work with us to consummate a transaction, we are prepared to
analyze further whether a higher value is warranted. In addition,
we are flexible in considering a mix of cash and stock if it will
facilitate a transaction. In the meantime, as a shareowner of
Dana, we expect that Dana's Board and the Committee will not take
any action that will impair the value of the company.

"I am confident that working together we can quickly close a
transaction that is in the best interests of both companies'
shareowners and other interested constituencies. I will be calling
you shortly to schedule a meeting."

                             On behalf of the ArvinMeritor
                             Board of Directors,

                             Sincerely,

                                /s/ Larry Yost
                             Larry Yost
                             Chairman and Chief Executive Officer

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.


ASIA GLOBAL CROSSING: Chapter 7 Trustee Hire Bingham as Counsel
---------------------------------------------------------------
Robert L. Geltzer, Asia Global Crossing's Chapter 7 Trustee,
requires multiple professionals, each serving a different and
integral role.  One requirement is for specialized legal services
and advice to the Trustee on a transitional and historical nature,
including, but not limited to:

    (a) briefing on prior activities as legal counsel to the
        Committee;

    (b) general matters briefed to date; and

    (c) general matters to be briefed in the future at the
        Trustee's request.

Mr. Geltzer reports that Bingham McCutchen LLP agreed to provide
these services as long as they will be compensated on an hourly
basis in accordance with its ordinary and customary hourly rates
in effect on the date the services are rendered.  The rates may
change from time to time in accordance with Bingham's established
billing practices and procedures.  Bingham will maintain detailed,
contemporaneous records of time and any actual and necessary
expenses incurred in connection with the rendering of the legal
services agreed on by category and nature of services rendered.

Accordingly, pursuant to Section 327(e) of the Bankruptcy Code,
Mr. Geltzer seeks the Court's authority to retain Bingham as
special legal counsel and advisor, nunc pro tunc to June 11,
2003.

Bingham is an international law firm admitted to practice law
before this Court and various other state and federal courts.
Moreover, Bingham has more than 800 lawyers in 10 offices
throughout the United States, London and Tokyo.  Bingham has
experience in all aspects of the law that may arise in these
Chapter 7 cases.

In fact, Bingham's Financial Restructuring Group is comprised of
more than 100 attorneys that played significant roles in the
Chapter 11 cases of NRG Energy, Exodus Communications, Comdisco,
Owens Corning, Singer, among others.

Evan D. Flaschen, Esq., a partner at Bingham McCutchen LLP,
informs Judge Bernstein that neither he, Bingham nor any of its
partners, counsels or associates, have any connection with the
Debtors, their creditors, the U.S. Trustee for the Southern
District of New York, or any other party-in-interest, or their
attorneys and accountants.  But prior to November 17, 2002,
Bingham performed certain legal services for an ad hoc committee
of senior unsecured debtholders of Asia Global Crossing.
Moreover, after the Petition Date, Bingham served as legal
counsel for the Official Committee of Unsecured Creditors.

Bingham researched its client databases to determine whether it
had any relationship with any interested parties and check and
clear potential conflicts of interests.  The research shows that:

    -- Bingham provided, and continues to provide, legal
       services to creditors from time to time in various general
       corporate, investing or lending transactions and
       litigation matters unrelated to the Debtors or their
       affiliates;

    -- Bingham does not represent, and has not represented, any
       entity in matters related to these Chapter 11 cases; and

    -- Bingham is a "disinterested person" as that phrase is
       defined in Section 101(14) of the Bankruptcy Code.

                         *     *     *

Judge Bernstein authorizes the Trustee to employ Bingham as his
special litigation counsel, nunc pro tunc to June 11, 2003.
(Global Crossing Bankruptcy News, Issue No. 44; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ASSISTED LIVING: Cures Default on 10% Notes with Midwest Trust
--------------------------------------------------------------
Assisted Living Concepts, Inc., received a Notice from BNY Midwest
Trust Company, the Trustee under the Indentures dated January 1,
2002, indicating that the Default referenced in the Trustee's
earlier Notice of Default regarding the annual opinion requirement
has been cured. The Company has delivered to the Trustee the
annual opinions stating that all filings, recordings or other
actions that are necessary to maintain the Liens under the
Collateral Documents (as defined in the Indenture) have been done.

The Indentures pertain to the 10% Senior Secured Notes due 2009
and the Junior Secured Notes due 2012. The Company has been
informed that the Trustee will also be notifying the Note Holders
of the Senior Notes and Junior Notes that the Default has been
cured.


ATLANTIC COAST: Plans to Establish Independent Low-Fare Airline
---------------------------------------------------------------
Atlantic Coast Airlines (ACA) (Nasdaq: ACAI) anticipates that its
longstanding relationship with United Airlines will end, and that
it will establish a new, independent low-fare airline to be based
at Washington Dulles International Airport.

The Company's decision to independently operate as a low-fare
carrier is the result of an extensive evaluation of changes in the
passenger airline industry that the Company has conducted over the
past two years. As part of that evaluation and for contingency
planning purposes, the Company began to explore alternatives to
its United Express operations after United's bankruptcy filing.
The Company believes that its dedicated employees, fleet of 85 50-
seat jets, Dulles-based infrastructure, strong capital base, and
extensive operational and market planning/scheduling experience
represent a substantial competitive advantage and provide a firm
foundation on which to build a new independent low-fare airline.

Atlantic Coast Airlines Chairman and Chief Executive Officer Kerry
Skeen said, "We are extremely excited about the challenges that
lie ahead and are actively moving forward with the launch of our
new low-fare carrier. Our company will offer a product based on
what today's consumers are demanding- low, simple fares, excellent
service and convenient schedules featuring frequent departures and
flexible ticketing rules. We are confident that as an independent
carrier we will be able to offer better overall value and service
for consumers and the communities we will serve." He added, "We
strongly believe today's announcement is the beginning of a
bright, new long-term future for our company."

In addition to its 50-seat jets that would be used on routes of up
to 1,000 miles, the Company has selected Skyworks Capital to
assist it in the acquisition of larger aircraft that would allow
service on longer routes. The Company is continuing to explore
whether it would utilize Airbus or Boeing aircraft.

Consistent with the Company's plans to operate as an independent
low-fare airline, it also has been in discussions with other
airlines regarding potential code share opportunities in which the
Company would remain independent and operate under its own brand.

In order to provide the needed infrastructure to compete as an
independent operation, the Company is finalizing an agreement with
Navitaire for the use of its Open Skies reservation system, and
has engaged GKV Communications to handle its advertising and
marketing campaigns.

The Company anticipates that it will formally announce detailed
consumer marketing and branding plans for the new low-fare airline
in the near future - with a complete advertising program expected
to be introduced to the public approximately 60 days before the
first day of service. ACA's commencement of service as an
independent airline depends on the terms and timing of its
disengagement as a United Express carrier, which cannot be
projected at this time. United has the option under bankruptcy
rules to assume the existing United Express Agreement by agreeing
to honor all terms in full or to reject the agreement. The
Company's plan to operate an independent low-fare airline is based
on its expectation that United will reject the United Express
Agreement. Until such time, ACA intends to continue to fulfill its
obligations under its present United Express Agreement.

All ACA/United Express operations continue at this time without
interruption, and operating revenues from United are expected to
continue until the final ACA/United Express flights are completed.

ACA's Delta Connection operation, based in Cincinnati and Boston,
is expected to remain unaffected by any of these developments.

ACA currently operates as United Express and Delta Connection in
the Eastern and Midwestern United States as well as Canada. The
Company has a total fleet of 148 aircraft-including 118 jets-and
offers over 840 daily departures, serving 84 destinations.

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


AUDIOVOX CORP: Completes Acquisition of Recoton's Audio Assets
--------------------------------------------------------------
Pursuant to a First Amended and Restated Stock and Asset Purchase
Agreement, dated June 2, 2003, between Recoton Audio Corporation,
Recoton Home Audio, Inc., Recoton Mobile Electronics, Inc.,
Recoton International Holdings, Inc., Recoton Corporation and
Recoton Canada Ltd., JAX Assets Corp., and Audiovox Corporation,
as guarantor, on July 8, 2003, Buyer, a wholly owned subsidiary of
Audiovox, closed on the acquisition of audio assets of certain
Sellers and the shares of Recoton Internatinal Holdings.  The
Assets consist of the brand names Jensen, Accoustic  Research and
Advent and substantially all of the audio inventory, accounts
receivable and other assets of certain Sellers.  The Stock
consists of all the issued and outstanding shares of Recoton
International Holdings, the sole shareholder of Recoton German
Holdings GmbH.

Seller used the Assets in connection with its worldwide audio
electronics distribution business and Audiovox intends to
continue to use the Assets substantially for the same purpose.

According to Audiovox, there is no material relationship between
Seller and Audiovox, any of its affiliates, any director or
officer of Audiovox, or any associate of any director or officer.

Audiovox purchased the Assets and Stock from Sellers for
approximately $40,000,000 subject to post-closing adjustment for
inventory and accounts receivable balances.  In addition, Audiovox
assumed $5,000,000 in debt related to the acquisition  of the
Stock in Recoton International Holdings.  The Cash Purchase Price
was paid by the Company out of working capital and Audiovox
expects that an adverse post-closing adjustment to the Cash
Purchase Price, if any, will also be paid from working capital.

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, visit
http://www.audiovox.com

As reported in Troubled Company Reporter's June 10, 2003 edition,
the Company's cash position as of February 28, 2003 was $43
million. In addition as of February 28, 2003, the Company had no
direct borrowings under its main bank facility. The Company has
requested waivers from its bank group on covenant violations
related to income tests for all of fiscal 2002 and timely
delivery of financial statements for the year ended November 30,
2002 and the quarter ended February 28, 2003.


AVISTA CORP: Unit Completes New $110 Million Line of Credit
-----------------------------------------------------------
Avista Energy, Avista Corp.'s (NYSE: AVA) energy marketing
subsidiary, has entered into a $110 million, 364-day committed
line of credit, replacing an uncommitted agreement that would
expire July 31.  The new credit line is at the same level as the
previous line.

"We are extremely pleased to be able to renew our credit facility
on a committed basis," said Dennis Vermillion, president of Avista
Energy. "We believe this demonstrates recognition by our banks
that Avista Energy continues to be a strong, focused performer in
western energy markets. The renewed credit facility will provide
continued financial flexibility and security going forward and
reinforce our strong relationship with our banking partners."

Avista Energy applies its energy marketing knowledge and expertise
to physical assets in Western regional markets. Avista Energy
controls or manages about 3,000 megawatts of hydroelectric and
gas-fired resources or assets for other companies in the West and
also manages natural gas assets -- both pipelines and storage.

Avista Corp. (S&P, BB+ Corporate Credit Rating, Stable) is an
energy company involved in the production, transmission and
distribution of energy as well as other energy-related businesses.
Avista Utilities is a company operating division that provides
electric and natural gas service to customers in four western
states. Avista's non-regulated subsidiaries include Avista
Advantage, Avista Labs and Avista Energy. Avista Corp.'s stock is
traded under the ticker symbol "AVA" and its Internet address is
http://www.avistacorp.com


BIO-RAD LABS: S&P Assigns BB- Rating to $200-Mil. Sr. Sub. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' rating to Bio-
Rad Laboratories Inc.'s $200 million senior subordinated
debentures due 2013 to be privately placed in reliance on Rule
144A. This new issue will be used to retire high-cost debt used to
fund the Pasteur Sanofi Diagnostics acquisition and to boost cash
balances. The 'BB+' corporate credit and 'BBB-' senior secured
ratings are affirmed. The outlook is stable.

"The high speculative grade corporate credit rating reflects the
company's history of using significant debt-financed acquisitions
to supplement growth, and its defensible, but niche, positions in
the life-science and clinical laboratory markets," said credit
analyst David Lugg. Hercules, California-based Bio-Rad
significantly expanded its presence in the market for clinical
diagnostic reagents and equipment with the 1999 debt-financed
acquisition of Pasteur Sanofi Diagnostics.

During the past three years, overall sales have almost doubled.
Its solid positions in each market reflect longstanding customer
relationships and its history of successful product introduction.
In the life sciences markets, it has particular strengths in
electrophoresis and gene transfer products. Results have
particularly benefited from the company's position as the sole
supplier of tests for Bovine Spongiform Encephalitis,
a.k.a. mad cow disease. Diagnostic products include products for
quality controls, autoimmune testing, and diabetes monitoring. In
both markets, sales of reagents and consumable products impart
predictability to Bio-Rad's revenues. In addition, Bio-Rad's R&D
spending in genomics, proteomics, and drug discovery offers
significant potential.

Despite the company's defensible positions in the markets of in
vitro diagnostics and life sciences, Bio-Rad Labs remains a
relatively small player in each, competing with significantly
larger companies that are more diversified and have greater
financial resources. Moreover, Bio-Rad's heavy international
presence, which accounts for about 65% of sales, subjects its
revenues to swings in exchange rates and ongoing changes in
global economic conditions. Bio-Rad's life science business is
also vulnerable to reductions in government funding for life
science research and changes in biopharmaceutical companies' R&D
spending.


BRIGHTPOINT INC: Reports Improved Results in Second Quarter
-----------------------------------------------------------
Brightpoint, Inc. (NASDAQ:CELL) reported its financial results for
the second quarter ended June 30, 2003. Unless otherwise noted,
amounts pertain to the second quarter of 2003.

In addition to the GAAP results provided throughout this release,
the Company has provided non-GAAP measurements which present
operating results on a pro forma basis excluding certain specified
items. Reconciliations of GAAP results to non-GAAP measurements
and the details of the excluded items are provided in a
supplemental table at the end of this release. The non-GAAP
measures do not replace the presentation of the Company's GAAP
financial results. The Company provided this supplemental non-GAAP
information because it provides meaningful comparisons of
operating results of the Company's continuing operations for the
periods presented in this release.

Revenue was $379 million, an increase of 25% from $302 million in
the second quarter of 2002. The increase in revenue was primarily
attributable to strong market demand for our products in the Asia-
Pacific region and the strengthening of foreign currencies against
the U.S. dollar, which accounted for approximately 8 percentage
points of the increase in revenue. These increases were offset by
a decline in revenues in the Americas Division due to a sales mix
shift from product distribution revenue to fee-based logistics
services revenue, a general decline in the volume of accessory
units handled and a decline of approximately 3% in the average
selling prices of wireless devices. Total wireless devices handled
by the Company were approximately 4.1 million, an increase of 13%
from approximately 3.7 million wireless devices handled in the
second quarter of 2002. As compared to the first quarter of 2003,
revenue increased by 12% from $340 million primarily due to
increased demand in our Asia-Pacific and Americas Divisions
coupled with the strengthening of foreign currencies against the
U.S. dollar, which accounted for 3 percentage points of the
increase in revenue. Despite a slow start in the Asia-Pacific
Division in the second quarter attributable to the effect of
Severe Acute Respiratory Syndrome (SARS), demand recovered in the
second half of the quarter and all markets in the Asia-Pacific
Division experienced revenue growth. As compared to the first
quarter, the Americas Division increased revenues and wireless
devices handled by 6% and 4%, respectively. Total wireless devices
handled by the Company in the second quarter increased by 5% from
the first quarter of 2003.

Gross margin was 5.9% as compared to 4.8% in the second quarter of
2002. The increase is primarily the result of improved gross
margin performance in the Americas and Europe Divisions, which in
the second quarter of 2002 experienced inventory related charges
and general pricing pressure. The Asia-Pacific Division
experienced a decline in gross margin in comparison to the second
quarter of 2002 due to pricing action taken to reduce excess
inventory levels caused by weakened demand earlier in the second
quarter of 2003 due to SARS and a reduction in supplier
incentives. Gross margin improved from 5.5% in the first quarter
of 2003. The improvement in gross margin from the first quarter is
primarily due to the earning of supplier incentives through higher
volume purchases and sell-through and early payments of supplier
invoices.

Selling, general and administrative expenses were $16.7 million, a
decrease of 14% from $19.3 million in the second quarter of 2002.
As a percentage of revenue, SG&A expenses were 4.4% compared to
6.4% in the second quarter of 2002, with the improvement
attributable to the increase in revenue and an improvement in SG&A
in absolute dollars. The improvement in SG&A expenses in absolute
dollars is the result of cost reduction efforts made in 2002 and
the benefit of a $900 thousand legal expense recovery for legal
costs incurred in 2002 and the first quarter of 2003.
Additionally, the second quarter of 2002 SG&A expenses included
$1.5 million in employee severance costs. As compared to the first
quarter of 2003, SG&A expenses increased by 4%, or $622 thousand.
This is due to the growth in revenue and profitability which has
increased certain variable costs such as compensation and bad debt
expense, and expenses relating to the recently launched India
operations, partially offset by the $900 thousand legal expense
recovery discussed above.

The facility consolidation charge of $181 thousand represents
costs incurred in the second quarter in connection with the
consolidation of the Richmond, California call center into the
Company's Plainfield, Indiana facility. The total charge included
in the first and second quarters of 2003 was $4.5 million ($3.4
net of tax).

Operating income from continuing operations was $5.5 million, an
improvement of $10.4 million from the second quarter of 2002 and
an improvement of $7.1 million from the first quarter of 2003.

Net interest expense was $313 thousand, a reduction of $1.3
million from the second quarter of 2002. As compared to the first
quarter of 2003, net interest expense was reduced by $58 thousand.
The decrease from the second quarter of 2002 is the result of a
reduction of total debt from $113 million at June 30, 2002 to $13
million at June 30, 2003.

Net other expenses were $209 thousand, a decrease of $339 thousand
from the second quarter of 2002 and a decrease of $537 thousand
from the first quarter of 2003. Included in net other expenses is
the recovery from an insurance carrier of $275 thousand related to
the settlement of the shareholder derivative lawsuit which was
expensed in the first quarter of 2003.

Income from continuing operations was $3.8 million, or $0.45 per
diluted share. This compares to income from continuing operations
in the second quarter of 2002 of $2.4 million, or $0.30 per
diluted share, and a loss from continuing operations in the first
quarter of 2003 of $2.3 million, or $0.28 per diluted share.

Income from discontinued operations of $563 thousand, or $0.07 per
share, was primarily due to the receipt of contingent
consideration relating to the divestiture of the Company's Middle
East operations in the third quarter of 2002 offset by unrealized
foreign currency translation losses caused by the general
strengthening of foreign currencies relative to the U.S. dollar.

Net income was $4.3 million. This compares to a net loss in the
second quarter of 2002 of $5.2 million, and a net loss in the
first quarter of 2003 of $2.8 million.

Pro forma operating income from continuing operations was $5.6
million. This compares to a pro forma operating loss from
continuing operations of $4.9 million in the second quarter of
2002 and pro forma operating income from continuing operations of
$2.7 million in the first quarter of 2003. Pro forma operating
income from continuing operations before depreciation and
amortization was $8.9 million. This compares to pro forma
operating loss from continuing operations before depreciation and
amortization of $2.1 million in the second quarter of 2002 and pro
forma operating income from continuing operations before
depreciation and amortization of $6.1 million in the first quarter
of 2003. Reconciliations of GAAP results to non-GAAP measurements
and the details of the excluded items are provided in a
supplemental table at the end of this release.

Pro forma income from continuing operations was $3.9 million. This
compares to pro forma loss from continuing operations in the
second quarter of 2002 of $5.1 million, and a pro forma income
from continuing operations in the first quarter of 2003 of $1.1
million.

Cash and cash equivalents (unrestricted) were approximately $61
million. Pledged cash was approximately $17 million. The cash
conversion cycle was 4 days as compared to 16 days in the second
quarter of 2002 and 6 days for the first quarter of 2003. Net cash
provided by operating activities was approximately $4.2 million
compared to net cash provided by operating activities of $59
million in the second quarter of 2002 and $15 million in the first
quarter of 2003. Capital expenditures were $574 thousand during
the second quarter of 2003. At June 30, 2003, total debt was $13.5
million resulting in a debt-to-total-capitalization ratio of 10%.
This compares to debt-to-total-capitalization ratios of 54% and 7%
at June 30, 2002, and March 31, 2003, respectively. The Company's
liquidity (unrestricted cash and unused borrowing availability)
was approximately $106 million as of June 30, 2003 compared to
approximately $81 million as of March 31, 2003.

"I am proud of all of the members of the Brightpoint team that
contributed to our results," said Robert J. Laikin, Brightpoint's
Chairman of the Board and Chief Executive Officer. "We are excited
about growth opportunities in our business such as the India
market."

"The strengthening of our balance sheet over the past several
quarters and our solid execution in delivering for our customers
has resulted in increasing confidence in Brightpoint by our
customers, suppliers, lenders, and employees," said Frank Terence,
Brightpoint's Chief Financial Officer. "This confidence and our
execution have translated into improved financial performance as
seen in this quarter's results."

Brightpoint is one of the world's largest distributors of mobile
phones. Brightpoint supports the global wireless
telecommunications and data industry, providing quickly deployed,
flexible and cost effective third party solutions. Brightpoint's
innovative services include distribution, channel management,
fulfillment, eBusiness solutions and other outsourced services
that integrate seamlessly with its customers. Additional
information about Brightpoint can be found on its Web site at
http://www.brightpoint.com

As reported in Troubled Company Reporter's April 11, 2003 edition,
Standard & Poor's Ratings Services revised its outlook on
Brightpoint Inc., to stable from negative. The outlook revision
reflects the company's improved profitability and financial
profile.

Standard & Poor's also affirmed its 'B' corporate credit rating
on this Indianapolis, Indiana-based distributor and provider of
value-added logistics services in the wireless communications
products distribution market. Total debt outstanding is about
$10 million.


BUCKEYE TECHNOLOGIES: Amends $215MM Revolving Credit Facility
-------------------------------------------------------------
Buckeye Technologies Inc. (NYSE:BKI) has reached agreement with
its bank group on amendments to the Company's existing $215
million revolving credit facility. The amended agreement loosens
financial covenants for the duration of the credit facility, which
matures on March 31, 2005.

Buckeye Chairman David B. Ferraro commented, "We are pleased to
have reached a satisfactory agreement with our banks and are
comfortable with the revised covenants. We remain firmly committed
to substantially reducing our debt and improving our financial
performance."

Buckeye, a leading manufacturer and marketer of specialty
cellulose and absorbent products, is headquartered in Memphis,
Tennessee, USA. The Company currently operates facilities in the
United States, Germany, Canada, Ireland and Brazil. Its products
are sold worldwide to makers of consumer and industrial goods.

                         *    *    *

As previously reported, Standard & Poor's lowered its ratings on
Buckeye Technologies Inc, with negative outlook.

                       Ratings Lowered

                                               Ratings
    Buckeye Technologies Inc.        To                   From
       Corporate credit rating       BB                    BB+
       Subordinated debt rating      B+                    BB-

The downgrade reflects Standard & Poor's expectation that debt
will remain elevated over the intermediate term, which will
likely prevent Buckeye from restoring financial flexibility to a
level appropriate for the previous rating. Capital expenditures
should decline substantially now that construction of the
company's new $100 million airlaid nonwovens machine is
complete. However, weak markets, machine ramp-up costs, and
heightened competitive pressures, are likely to dampen near-term
earnings and impede free cash flow generation.

The ratings reflect Buckeye's below-average business profile,
with leading positions in niche pulp markets, and its aggressive
financial profile.


BURLINGTON IND.: Wilbur Ross Comments on Burlington Acquisition
---------------------------------------------------------------
Following WL Ross' delivery of the $620 million winning bid at
this week's auction for Burlington's assets, Wilbur L. Ross,
Chairman of WL Ross & Co. LLC said:

"We and our partner, Mohawk Industries, Inc. are delighted to have
won the bidding for Burlington Industries at a price of $620.08
million, subject to adjustment.  When we objected to the original
deal as proposed by management and Berkshire Hathaway we promised
that we would pay more if given a chance. Judge Newsome
courageously gave us that chance and the wisdom of his decision is
now obvious to all."

He added, "We are delighted to honor Burlington's commitments to
the line executives and the other employees who stayed loyal
throughout the bankruptcy. No longer will they or Burlington's
customers or venders have to worry about its financial viability."


CALL-NET ENTERPRISES: Webcasting Q2 Earnings Announcement Today
---------------------------------------------------------------
Notification of Q2 Earnings Announcement event:

        CALL-NET ENTERPRISES INC.
        Q2 Earnings Announcement
        July 30, 2003, 13:00 PM ET

To listen to this event, please enter
http://www.newswire.ca/webcast/viewEventCNW.html?eventID=591360
in your web browser.

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 businesses and
households primarily through its wholly-owned subsidiary Sprint
Canada Inc. Call-Net, headquartered in Toronto, owns and operates
an extensive national fiber network and has over 134 co-locations
in nine Canadian metropolitan markets. For more information, visit
the Company's Web sites at http://www.callnet.ca and
http://www.sprint.ca


CAMELOT SCHOOLS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Camelot Schools, L.L.C.
        4207 E. Highway 290
        Dripping Springs, Texas 78620-4206

Bankruptcy Case No.: 03-13558

Chapter 11 Petition Date: July 23, 2003

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Rebecca S. McElroy, Esq.
                  Martinec, Winn & Vickers, P.C.
                  919 Congress Avenue, Suite 1500
                  Austin, TX 78701
                  Tel: (512)476-0750
                  Fax: (512)476-0753

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
LaSalle Bank, N.A.          Loan                    $1,800,000
135 S. LaSalle St.                                Sec. Value:
Chicago, IL 60603-3499                              $1,200,000
Attn: Peter J. Kane

Bredesen, Philip N. and     Note Payable            $1,454,651
Andrea Conte, JTWROS
1742 Chickering Road
Nashville, TN 37205

Spicer, Shirely J. Family   Note Payable              $316,474
Trust
James E. Spicer, Trustee
16104 Gulf Blvd.
Readington Beach, FL 33708

Spicer, Shirely J. Family   Note Payable              $316,474
Trust
Shirely J. Spicer, Trustee
16104 Gulf Blvd.
Readington Beach, FL 33708

Doramos, James V.           Note Payable              $168,001

Trauger, Byron R.           Note Payable              $144,637

Geringer Family Trust       Note Payable              $104,999

Hogan MarrenMcCaahill       Services                   $96,446

McCullough, Gregory K.      Note Payable               $72,318

Chalache, Lynn C.           Note Payable               $52,691

Flowers, Laura Family       Note Payable               $52,691
Trust

MacAlister, Jill            Note Payable               $52,691

Terrell, James B.           Note Payable               $52,691

Credit Card Services        Credit Card Service        $52,500

Office Depot, Inc.          Open Account               $26,298

Willis of Tennessee         Services                   $21,781

Sparkleen                   Services                   $14,236

Chicago Tribune-News in ED  Services                   $13,472

Gordon Food Services        Services                   $12,629

Nursefinders of Knoxville   Services                   $12,016


CEDRIC KUSHNER: Hires Wolinetz Lafazan as New Ind. Accountants
--------------------------------------------------------------
On July 22, 2003, Cedric Kushner Promotions, Inc. notified Marcum
& Kliegman LLP, its independent public accountants,  that the
Company was terminating its services, effective as of that date.
The Company's Board of Directors, Chairman of the Audit Committee
and the outside Director members of the Audit Committee
recommended and approved such decision.

Marcum's report on the Company's consolidated financial statements
for the year ended December 31, 2002 contains an explanatory
paragraph indicating that there is substantial doubt as to the
Company's ability to continue as a going concern. In addition, to
the foregoing, on May 20, 2003, at approximately 9:45 p.m., the
Company filed its Form 10-KSB for the period ended December 31,
2002 with the Securities and Exchange Commission. Prior to making
its filing, BDO Seidman, LLP, the Company's former auditor,
informed the Company that all of their comments on the 10-KSB must
be addressed prior to filing or the Company would not have their
approval to include BDO's opinion on the December 31, 2001 audit.
Also, prior to such filing, Marcum orally advised the Company and
confirmed said conversation by transmitting an e-mail to the
Company, that was electronically dated at 6:46 p.m., that they had
not had the opportunity to review the latest draft of the
Company's Form 10-KSB and as such were not in a position to
authorize the filing with the inclusion of their audit opinion.
Prior to and after such communications, the Company and
representatives of Marcum and BDO continued their efforts to
address any outstanding comments that were required to complete
the audit of the Company's consolidated financial statements and
to obtain the approval of said accountants in connection with the
filing of the Form 10-KSB and to the inclusion of their reports
therein.

Thereafter, on May 21, 2003, both Marcum and BDO notified the
Company that certain of their requested comments and changes that
were provided to the Company were not included in the filing that
was made. In addition, the accountants also notified the Company
that they had not provided their approvals with respect to said
filing, and that they did not authorize the inclusion of their
reports with respect to the Company's consolidated financial
statements.

In light of the foregoing, the Company undertook a review of the
events surrounding the filing, and has concluded that the filing
was made without the authority and approval of the accountants. In
addition, the Company has concluded that, in accordance with its
filing and other disclosure obligations under the Securities
Exchange Act of 1934, it was in the best interest of all parties
concerned to prepare and file a Form 10-KSB/A which omits the
auditors' reports contained in the original Form 10-KSB filed on
May 20, 2003.

An amended Form 10-KSB/A was filed on May 23, 2003 without the
reports of the Company's independent certified public accountants
with respect to the Company's consolidated financial statements.
In addition, the Company filed Form 8-K on the same day. Further,
the Company began aggressively seeking to have the amended report
reviewed by the accountants and to have the accountants provide
any additional comments required to complete their reports and to
provide their approvals in connection with the filing.

A further and final amended Form 10-K/SB was filed on June 27,
2003 with the reports of the Company's independent certified
public accountants with respect to the Company's consolidated
financial statements.

On July 24, 2003, the Company engaged Wolinetz, Lafazan & Company,
PC, as its independent public accountants.


CINCINNATI BELL: Names John F. Cassidy as New President and CEO
---------------------------------------------------------------
Cincinnati Bell Inc. (NYSE:CBB) announced that John F. Cassidy has
been named president and chief executive officer of the company.
Cassidy, 49, was previously president and chief operating officer
of Cincinnati Bell Inc. and will continue in those
responsibilities.

"Jack Cassidy has an impressive track record of strong and
innovative leadership," said Phil Cox, Cincinnati Bell's chairman.
"Jack oversaw several key initiatives - including our extremely
successful launches of wireless and long distance and most
recently the merging of all our local businesses - that have
helped make Cincinnati Bell one of the most successful
communications companies in the nation. During his tenure,
Cincinnati Bell has exhibited some of the strongest financial
results in the industry while winning unprecedented customer
satisfaction awards. His leadership will further strengthen
Cincinnati Bell and bring more value to shareholders, customers,
employees and the community."

"I am excited by the opportunity and the coming challenges that we
face," said Cassidy. "My intent is to continue the strong top and
bottom line growth we've seen in the past few years, further de-
leverage our balance sheet and position the company for future
growth and success."

"I thank the board of directors for their confidence and support,
as well as the 3,000 Cincinnati Bell employees for their hard work
and dedication," said Cassidy. "This company has a legacy of
outstanding performance based on the efforts of retirees and past
management, one which we thank them for and will continue to build
upon."

Cassidy has been with Cincinnati Bell seven years, during which
time he led the nation's most successful PCS business, and later,
the nation's most successful prepaid PCS business, branded i-
wireless. Under his watch as president and COO, the company earned
its first-ever national award for customer satisfaction and then
went on to earn five more in just three years.

Prior to launching Cincinnati Bell Wireless, Cassidy served as
Vice President of Sales for Cantel, Canada's largest cellular
provider. He joined Cantel after holding the position of Vice
President of Sales and Marketing for Ericsson Communication's
mobile handset business, where he was responsible for the brand's
introduction in North America. Cassidy was formerly Vice President
of Sales and Marketing for the General Electric cellular phone
business.

Beyond his work in the telecommunications industry, Cassidy is
also an active member of the community serving on several
charitable and business boards.

Cincinnati Bell Inc. (NYSE:CBB) is one of the nation's most
respected and best performing local exchange and wireless
providers with a legacy of unparalleled customer service
excellence. Cincinnati Bell provides a wide range of
telecommunications products and services to residential and
business customers in Ohio, Kentucky and Indiana. Cincinnati Bell
is headquartered in Cincinnati, Ohio. For more information, visit
http://www.cincinnatibell.com

As reported in Troubled Company Reporter's July 25, 2003 edition,
Standard & Poor's Ratings Services raised the corporate credit
rating of incumbent local exchange carrier Cincinnati Bell Inc. to
'B' from 'B-'. Ratings on Cincinnati Bell's secured debt, which
includes its $941 million bank credit facility and $50 million
senior secured notes, are raised to 'B+' from 'B-'.

"The upgrade of the secured debt reflects both the higher
corporate credit rating and permanent reduction of bank debt,"
said credit analyst Michael Tsao. Ratings have been removed from
CreditWatch, where they had been placed with positive implications
on July 1, 2003 after Cincinnati Bell announced that it planned to
issue new notes to reduce bank debt. The outlook is positive.
Total debt is currently about $2.5 billion.


CLARK RETAIL: Inks Pact to Sell Assets to Couche-Tard for $24MM
---------------------------------------------------------------
Alimentation Couche-Tard Inc., has signed a purchase agreement for
some assets of Clark Retail Entreprises, Inc. (Oak Brook,
Illinois). This agreement covers 43 stores, all with gasoline
dispensing, 33 of which are in Illinois while the others are in
Indiana, Iowa, Michigan and Ohio. The offer amounts to US$24.5
million and the transaction will be financed by a bank loan.
Couche- Tard would acquire the buildings and land of 31 of these
sites, the 12 others being leased. These 43 Clark stores generate
sales of some US$140 million annually and operating income of
about US$4.5 million. Should this transaction close, Couche-Tard
would have a total of 680 stores in the American Midwest.

In October 2002, Clark Retail Entreprises, Inc., filed its Chapter
11 petition in the U.S. Bankruptcy Code for the Northern District
of Illinois, Eastern Division in Chicago. Couche-Tard's agreement
to acquire the 43 Clark stores will therefore be submitted to
approval by the Court on July 28, 2003. If Couche-Tard's offer is
retained, it will be subject to various standard procedures for
the required approvals and the closing of the transaction, which
could take place in August 2003.

"We had the opportunity to make a selective offer and these 43
stores are of great interest to us as they would strengthen our
presence in Illinois and would fit in perfectly with our network
in the Midwest. They are all excellent, strategically-located
sites that generate strong sales of both consumer products and
gasoline," indicated Alain Bouchard, Chairman of the Board,
President and Chief Executive Officer of Couche-Tard.

Alimentation Couche-Tard Inc., is the leader in the Canadian
convenience store industry and the seventh-largest convenience
retailer in North America. The Company operates a network of 2,430
convenience stores, 966 of which include gasoline dispensing,
located in three large geographical markets in Eastern, Central
and Western Canada and the Midwestern United States. Currently,
18,500 people work at Couche-Tard's head office and throughout the
network.


CLAYTON HOMES: Cerberus Declines to Make Offer to Acquire Assets
----------------------------------------------------------------
Clayton Homes (NYSE:CMH) has received a letter from Cerberus
Capital Management tonight indicating that they no longer have
interest in extending an offer for the Company. "For more than a
week, a consortium of investors led by Cerberus, conducted
extensive due diligence in all four of our operating groups,"
remarked Kevin T. Clayton, chief executive officer. "They decided
against making any offer."

"We would like to take the opportunity to thank Cerberus and their
partners for the highly professional manner in which they
performed their work and the way in which they interacted with
Clayton team members," added John J. Kalec, chief financial
officer.

Clayton Homes, Inc. (Fitch, BB+ Senior Unsecured Rating, Positive)
is a vertically integrated manufactured housing company with 20
manufacturing plants, 296 Company owned stores, 611 independent
retailers, 86 manufactured housing communities, and financial
services operations that provide mortgage services for 168,000
customers and insurance protection for 100,000 families.


COLUMBIA LABORATORIES: Issuing 2 Million Shares for $26 Million
---------------------------------------------------------------
Columbia Laboratories, Inc,. is offering an aggregate of 2,244,783
shares of its common stock directly to the investors, set forth in
the section captioned "Plan of Distribution" of its prospectus
supplement, at a price of $11.70 per share. The Company will
receive gross proceeds of $26,263,961 before deducting expenses of
the offering.

Each Investor may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933, as amended, and any profits
on the sale of the shares of the common stock by the Investor and
any discounts, commissions or concessions received by the Investor
may be deemed to be underwriting discounts and commissions under
the Securities Act.

Columbia Laboratories' common stock trades on the American Stock
Exchange under the symbol "COB." On July 23, 2003, the last
reported sale price of the common stock on the AMEX was $12.59 per
share.

Columbia Laboratories, Inc. is an international pharmaceutical
company dedicated to development and commercialization of
women's health care and endocrinology products, including those
intended to treat infertility, dysmenorrhea, endometriosis and
hormonal deficiencies. Columbia is also developing hormonal
products for men and a buccal delivery system for peptides.
Columbia's products primarily utilize the company's patented
Bioadhesive Delivery System technology. For more information,
please visit http://www.columbialabs.com

Columbia Laboratories' March 31, 2003 balance sheet shows a
total shareholders' equity deficit of about $13 million.


CONSECO: S&P Cuts Ratings on 3 Note Classes to Low-B/Junk Levels
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
M-1, M-2, and B-1 of Conseco MH Senior/Subordinate Pass-Through
Trust 2000-3 and removed them from CreditWatch with negative
implications, where they were placed Oct. 21, 2002.

The lowered ratings reflect the continued poor performance of the
underlying pools of manufactured housing contracts and the
resulting deterioration of credit enhancement.

The performance trend associated with the pool of manufacturing
housing contracts (which supports the rated certificates) has
deteriorated during the past two years, with more pronounced
deterioration experienced during the past several months. With a
pool factor of approximately 67%, series 2000-3 displays a
cumulative net loss rate of 6.96% of the original pool balance.
Also, repossession inventory (as a percentage of the current pool
balance) is significant at 3.37%, and the percentage of the
collateral pool that comprises receivables that are 60 or more
days delinquent is 4.68%. Furthermore, recoveries in recent months
have dissipated substantially after Conseco Finance Corp.
suspended its manufactured home lending business in November 2002
and filed for bankruptcy in December 2002.

Standard & Poor's has taken rating actions on Conseco-related
manufactured housing transactions on several occasions during the
past year. Most recently, Standard & Poor's raised its ratings on
10 classes, affirmed its ratings on 72 classes, and lowered its
ratings on 134 classes from Conseco-related manufactured housing
transactions on May 1, 2003.

          RATINGS LOWERED AND REMOVED FROM CREDITWATCH

      Conseco MH Senior/Subordinate Pass-Through Trust 2000-3
                   Fixed-rate pass-thru certs

                          Rating
        Class     To                From
        M-1       B-                A/Watch Neg
        M-2       CCC               BBB/Watch Neg
        B-1       CCC-              BB/Watch Neg


CORRECTIONS CORP: Will Publish Second Quarter Results on Aug. 6
---------------------------------------------------------------
Corrections Corporation of America (NYSE:CXW) it will release its
2003 second quarter financial results on Wednesday, August 6,
2003.

A live broadcast of Corrections Corporation of America's
conference call will be available on-line through the Company's
Web site at http://www.correctionscorp.com(under the "Investor"
section) on August 6, 2003, at 2:00 p.m. (Central Time). The
on-line replay will be archived on the Company's website promptly
following the conference call. In addition, there will be a
telephonic replay available beginning at 4:00 p.m. (Central Time)
on August 6, 2003, through 11:59 p.m. (Central Time) on August 13,
2003. To access the telephonic replay, dial 1-800-405-2236 and
enter passcode number 547571.

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

As reported in Troubled Company Reporter's April 7, 2003 edition,
Standard & Poor's Ratings Services assigned its preliminary
'B'/'B-' senior unsecured/subordinated debt ratings to prison and
correctional services company Corrections Corp. of America's $700
million universal shelf registration.

In addition, Standard & Poor's assigned its 'B' senior unsecured
debt rating to Nashville, Tennessee-based CCA's $200 million
senior unsecured notes due 2011, issued under the company's $700
million shelf registration.

At the same time, Standard & Poor's raised CCA's senior secured
debt rating to 'BB-' from 'B+' and senior unsecured debt rating to
'B' from 'B-'. CCA's 'B+' corporate credit rating was affirmed and
its outlook remains positive.


DELTA FUNDING: S&P Drops 2000-4 Class B Note Rating to D from B
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B home equity loan asset-backed certificates from Delta Funding
Home Equity Loan Trust 2000-4 to 'D' from 'B'. At the same time,
ratings are affirmed on the remaining classes from the same
series.

The lowered rating reflects:

     -- Depletion of overcollateralization resulting in a
        principal write-down of $92,110.81 to class B;

     -- Realized losses in each of the most recent six months that
        have exceeded excess interest cash flow by an average of
        at least 5x;

     -- Serious delinquencies (90-plus days, foreclosure, and real
        estate owned) during the same six-month period that
        averaged 29.29%; and

     -- A loss trend that is expected to continue in the near
        term, which may cause additional principal write-down to
        class B.

The affirmations reflect sufficient levels of credit support to
maintain the current ratings, despite the high level of
delinquencies and poor performance trend. Standard & Poor's will
continue to monitor the performance of the transaction on a
monthly basis to ensure that the ratings assigned to the other
certificates accurately reflect the risks associated with this
security.

Credit support for class B is provided by excess interest and
overcollateralization; all of the other classes receive additional
support from subordination. Furthermore, the senior certificates
also receive credit support provided by a 'AAA' bond insurance
provider ( Financial Security Assurance Inc.).

The collateral consists of fixed- and adjustable-rate home equity
first and second lien loans secured by one- to four-family
residential properties.

                        RATING LOWERED

        Delta Funding Home Equity Loan Trust 2000-4
                Asset-backed certificates

                       Rating
        Class       To         From
        B           D          B

                       RATINGS AFFIRMED

        Delta Funding Home Equity Loan Trust 2000-4
                Asset-backed certificates

        Class      Rating
        A, IO      AAA
        M-1        AA
        M-2        A


DIGEX INC: Creates Special Committee to Evaluate MCI's Offer
------------------------------------------------------------
Digex, Incorporated (OTC Bulletin Board: DIGX) is providing
information on MCI's announcement titled "MCI Seeks Court Approval
to Acquire Remaining Interest in Digex," issued July 24, 2003. Per
that release, MCI announced "that it has filed a motion with the
U.S. Bankruptcy Court for the Southern District of New York
seeking authorization to purchase all outstanding publicly traded
common stock of Digex, Incorporated for a total of approximately
$18 million dollars." A hearing date of August 5, 2003 has been
set regarding this motion. MCI's full press release can be found
at http://global.mci.com/news/releases/

Should the U.S. Bankruptcy Court approve this motion the press
release states, "MCI intends to make an offer to acquire all of
the outstanding shares of Digex's publicly traded common stock. If
MCI acquires approximately 75% of the outstanding shares of
publicly traded common stock, MCI would then purchase all of the
outstanding Digex preferred stock pursuant to an agreement with
the owners of this stock. Digex would then merge with an MCI
subsidiary."

MCI has requested the Special Committee of the Digex Board of
Directors, together with its financial and legal advisors, to
evaluate MCI's proposal for purposes of the Special Committee
making a recommendation with respect to the proposal. The Special
Committee is in the process of this evaluation. However, neither
the Board of Directors nor the public stockholders of Digex will
vote upon the merger referred to above if the offer is completed.

If MCI commences a tender offer, within ten business days from the
date of such commencement, Digex will file a
solicitation/recommendation statement with the Securities and
Exchange Commission, which will advise stockholders of Digex's
position regarding the offer, and state its reasons for such
position. Digex's stockholders, and its customers, suppliers and
employees, are strongly advised to carefully read this statement,
if and when it becomes available, because it will contain
important information. Free copies of the
solicitation/recommendation statement would be available at the
SEC's Web site at http://www.sec.gov or at Digex's Web site at
http://www.digex.com and would also be available, without charge,
by directing requests to Digex's Investor Relations Department.

Digex, Incorporated (OTC Bulletin Board: DIGX) -- whose March 31,
2003 balance sheet shows a total shareholders' equity deficit of
about $70 million -- is a leading provider of enterprise hosting
services. Digex customers, from Fortune 1000 companies to leading
Internet-based businesses, leverage Digex's trusted infrastructure
and advanced services to successfully deploy business-critical and
mission- critical Web sites, enterprise applications and Web
Services on the Internet. Additional information on Digex is
available at http://www.digex.com


DIRECTV LATIN: Plan Filing Exclusivity Extended Until Sept. 25
--------------------------------------------------------------
Kathleen Marshall DePhillips, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, in Wilmington, Delaware, agrees that
DirecTV Latin America is unquestionably a large case.  However,
the Debtor's request ignores the peculiar circumstances present.
Specifically, the Debtor is receiving secured DIP financing from
Hughes Electronics Corporation, which matures on March 16, 2004.

*** The Committee does not indicate how or when the DIP Financing
*** maturity date was extended by two weeks.

Hughes, the Committee says, could seek to foreclose on the liens
that secure the Hughes Financing after March 16, 2004.  Ms.
DePhillips contends that it is inappropriate to give the Debtor
the exclusive right to attempt to confirm a reorganization plan
until only 60 days prior to the maturity of secured financing
provided by its controlling equity holder, Hughes.

Section 1121(d) of the Bankruptcy Code grants the Court the
authority to extend a debtor's exclusivity period "for cause"
after notice and a hearing.  The Bankruptcy Code does not define
the term "cause."  The legislative intent is to promote "maximum
flexibility" in the court.  In exercising this flexibility, the
Court should appropriately consider the fact that, in this case,
the Debtor has strikingly greater plan leverage than is typical.
It is the rare Chapter 11 case in which the Debtor, through its
controlling equity holder:

    (a) will hold a superpriority administrative secured claim
        well in excess of $100,000,000 by the time of plan
        confirmation,

    (b) claims to be the largest prepetition creditor of the
        Debtor,

    (c) provides services to the Debtor upon which the Debtor is
        crucially dependent -- i.e., satellite services, and

    (d) owns or otherwise controls many of the Debtor's customers,
        and

    (e) holds guarantee claims secured by pledges of the Debtor's
        equity interests in its subsidiaries.

In short, Ms. DePhillips states, the Debtor and Hughes have
enormous plan leverage in this case, even absent the exclusive
right to file a plan of reorganization.  Given the extent of the
Hughes entanglements, it is the other unsecured creditors of the
Debtor who currently hold minimal plan leverage.  Moreover, as
time passes, and the maturity of the Hughes Financing moves
ominously closer, the Debtor and Hughes' leverage will likely
only increase.

In addition, it will be impossible for the Committee to attract
an outside plan sponsor, if it does not even have the ability to
file a reorganization plan.  An outside investor will have to
expend enormous time and resources simply understanding the
minutia of the various Hughes relationships.  An outside investor
also will likely have to engage in complicated negotiations with
the Debtor's programmers, in order to attempt to maximize the
Debtor's future profitability.  No outside investor is likely to
commence undertaking this effort unless the Committee can insure
the potential investor that, if the investor proceeds, the
Committee at least will have the ability to file a plan.

Given these unique circumstances, the Debtor's requested
extension should be denied to the extent it denies the Committee
the ability to submit a reorganization plan.  Ms. DePhillips
argues that plan exclusivity should not apply to the Committee,
in order to establish something resembling a balanced plan
negotiation playing field in DirecTV's case.

                           *     *     *

Judge Walsh extends the Debtor's exclusive periods -- but not as
long as the Debtor requested.  Specifically, the Court extends
the Exclusive Proposal Period to and including September 25,
2003, and the Exclusive Solicitation Period to and including
November 25, 2003. (DirecTV Latin America Bankruptcy News, Issue
No. 10; Bankruptcy Creditors' Service, Inc., 609/392-0900)


DOW CORNING: Second Quarter 2003 Results Show Significant Growth
----------------------------------------------------------------
Dow Corning Corp., reported consolidated net income of $54 million
for the second quarter of 2003, 17 percent higher than the $46
million net income reported in the same quarter of 2002, after
excluding restructuring expenses incurred in 2002. First-half 2003
net income was $90 million, 30 percent higher than the $69 million
reported in the first half of 2002, after excluding restructuring
expenses incurred in 2002.

Second-quarter 2003 sales were $713 million, 10 percent growth
above sales of $650 million in last year's second quarter. First-
half 2003 sales were $1.37 billion, an 11 percent increase from
sales of $1.23 billion in the same period last year.

"Sales growth was enhanced by previously announced acquisitions,
by stronger foreign currencies, and by a broad range of innovative
technologies and solutions tailored to meet customers' exact
needs," said Dow Corning's chief financial officer J. Donald
Sheets. "In addition, our restructuring investments are paying off
in improved profitability."

Dow Corning -- http://www.dowcorning.com-- develops, manufactures
and markets diverse silicon-based products and services, and
currently offers more than 7,000 products to customers around the
world. Dow Corning is a global leader in silicon-based materials
with shares equally owned by The Dow Chemical Company (NYSE: DOW)
and Corning Incorporated (NYSE: GLW). More than half of Dow
Corning's sales are outside the United States.

Dow Corning is inching closer to emergence from chapter 11 under
the terms of its plan of reorganization confirmed years ago,
pending resolution of appeals pending before Judge Hood in the
U.S. District Court for the Eastern District of Michigan and the
United States Court of Appeals for the Sixth Circuit.


DYNEGY: Lenders Okay Restructuring and Refinancing Transactions
---------------------------------------------------------------
Dynegy Inc. (NYSE:DYN) received more than 99 percent approval from
its lenders to consummate a series of previously announced long-
term restructuring and refinancing transactions. A 67 percent
approval from its lenders was required.

Specifically, the lenders approved certain amendments to Dynegy's
credit facility that, among other things, permit (a) the
previously announced private offerings of second priority senior
secured notes and convertible subordinated debentures, (b) the
repurchase of up to $650 million of senior notes pursuant to a
pending tender offer and consent solicitation and (c) exchange of
the Series B Preferred Stock held by a subsidiary of ChevronTexaco
Corporation for $225 million in cash and $625 million in new
securities.

"Throughout our self-restructuring, we have respected our bank
group and developed a positive working relationship with them. We
are pleased with this strong level of support for our long-term
refinancing and restructuring transactions," said Bruce A.
Williamson, president and chief executive officer of Dynegy Inc.

The effectiveness of the credit agreement amendment is subject to
certain conditions, including the consummation of the proposed
private offerings and the use of proceeds therefrom to prepay
certain indebtedness under the credit facility. The credit
facility amendment requires that Dynegy raise at least $1.5
billion of proceeds through the proposed private offerings before
any such proceeds may be used to make the $225 million cash
payment contemplated by the Series B Preferred Stock restructuring
transaction. The Series B Preferred Stock transaction, which is
permitted under the credit facility amendment, remains subject to
approval by the board of directors of Dynegy and internal
management of ChevronTexaco, definitive documentation and other
terms and conditions to be set forth therein, including the
consummation of the proposed private offerings and receipt of
applicable regulatory and other approvals.

Dynegy intends to use all of the proceeds from the proposed
private offerings, together with existing cash on hand, to repay
outstanding indebtedness, including notes purchased in the tender
offer and consent solicitation, certain indebtedness outstanding
under the credit facility, amounts outstanding under the secured
financing tied to its Midwest generation assets, and certain
transaction fees and related expenses. In addition, if Dynegy
raises at least $1.5 billion of proceeds in the proposed private
offerings, it intends to make the $225 million cash payment to
ChevronTexaco in connection with the Series B Preferred Stock
restructuring transaction.

                            Form 8-K

Dynegy also filed a Current Report on Form 8-K pursuant to
Regulation FD. The Form 8-K contains certain information that is
included in offering circulars being delivered to potential
institutional investors in Dynegy's previously announced private
offerings.

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


ELDERTRUST: Reports Second Quarter 2003 Net Loss of $1.2 Million
----------------------------------------------------------------
ElderTrust (NYSE:ETT), an equity healthcare REIT, reported results
for the second quarter ended June 30, 2003.

Net loss for the second quarter ended June 30, 2003 totaled $1.2
million from continuing operations and after the results of
discontinued operations. For the comparable quarter of 2002, the
net income from continuing operations was $0.6 million and net
income after discontinued operations was $0.3 million. During the
quarter the Company recognized an impairment loss of $2.0 million
on its Harston Hall property.

Funds from operations for the second quarter, totaled $3.3
million, respectively, on revenues of $8.1 million. In comparison,
FFO for the second quarter of 2002 totaled $3.1 million on
revenues of $5.6 million.

For the six months ended June 30, 2003, FFO totaled $7.4 million
on revenues of $16.2 million. Net income for the six months ended
June 30, 2003 was $0.4 million from continuing operations and
after loss on discontinued operations. For the comparable period
in 2002, FFO totaled $6.2 million on revenues of $11.5 million.
Net income from continuing operations was $1.2 million and $1.0
million after loss on discontinued operations for the six months
ended June 30, 2002.

Net income for the six months ended June 30, 2003, included income
of $0.9 million, or approximately $0.12 per basic and diluted
share, related to the reversal of a bad debt reserve. This income
was recognized by the Company during the quarter ended March 31,
2003. This reserve was recorded against a receivable from ET
Capital Corp. During the first quarter, the Company obtained
operational control of ET Capital Corp., and has subsequently
consolidated its operations. As a result of the consolidation of
ET Capital Corp., the Company has realized amounts previously
deemed to be uncollectible, resulting in the recognition of this
additional income during the six months ended June 30, 2003
through the reversal of previously recorded bad debt expense.

The Company noted that during the quarter it has entered into a
non-binding letter of intent with Genesis Health Ventures, Inc.
(NASDAQ:GHVI; "Genesis"; after the spin-off, "HealthCare") in
connection with the Genesis spin-off of its ElderCare business.
The Company noted that, if completed, the Agreement represents a
significant restructuring of its transactions with Genesis.
Details of this agreement are noted in the Company's press release
dated July 14, 2003 and in a Current Report on Form 8-K filed with
the SEC on the same date. The Form 8-K contains a more detailed
description of the transactions and preliminary pro forma
financial information and preliminary funds from operations
information giving effect to the proposed transactions. The Form
8-K can also be found under the "Documents" tab at
http://www.eldertrust.com

In addition the Company noted that the $14.2 million mortgage loan
secured by the Harston Hall and Pennsburg properties had been
extended to August 10, 2003. Negotiations are ongoing with respect
to the ultimate resolution of this loan.

Finally, the Company announced that it had retained Wachovia
Securities to provide a fairness opinion to the Company in
connection with the Genesis restructuring transaction. The Company
also announced that it had retained Wachovia Securities to assist
the Board in analyzing the Company's future direction.

ElderTrust -- whose June 30, 2003 balance sheet shows a working
capital deficit of about $12 million -- is a real estate
investment trust that invests in real estate properties used in
the healthcare services industry, principally along the East Coast
of the United States. The Company currently owns or has interests
in 31 properties.


EPOCH 2000-1: S&P Keeps Watch on BB+/BB Secured Note Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on EPOCH
2000-1 Ltd.'s class I, II, and III tranches of secured floating-
rate notes due 2007 on CreditWatch with negative implications.

The rating action follows final valuations on declared credit
events and further deterioration of credit quality that has
occurred in the underlying $2.5 billion reference portfolio, as
well as pending valuations on defaults.

The ratings reflect the credit quality of the reference credits,
the level of credit enhancement provided by subordination, and
EPOCH 2000-1's ability to meet its payment obligations as issuer
of the secured notes.

             RATINGS PLACED ON CREDITWATCH NEGATIVE
                         EPOCH 2000-1 Ltd.

        Class              Rating
                  To                  From
        I         BBB/Watch Neg       BBB
        II        BB+/Watch Neg       BB+
        III       BB/Watch Neg        BB


EPOCH 2002-1: Fitch Affirms BB Class V Floating-Rate Note Rating
----------------------------------------------------------------
Fitch Ratings has affirmed five tranches of EPOCH 2002-1, Limited,
a static pool, synthetic collateralized debt obligation that
enables investors to gain credit exposure to a diversified
portfolio of corporate reference entities.

The following securities have been affirmed:

-- $40,000,000 class I secured floating-rate notes due 2007 'AAA';
-- $22,000,000 class II secured floating-rate notes due 2007 'AA';
-- $10,000,000 class III secured floating-rate notes due 2007 'A';
-- $15,000,000 class IV secured floating-rate notes due 2007
      'BBB';
-- $12,000,000 class V secured floating-rate notes due 2007 'BB'.

EPOCH 2002-1 was created to enter into a partially funded credit
default swap referencing an equally weighted, $1 billion portfolio
of 100 predominantly senior unsecured bonds.

Fitch will continue to monitor this transaction.


FC CBO LTD: S&P Puts BB+ Senior Notes Rating on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on the senior
notes issued by FC CBO Ltd./FC CBO Corp., an arbitrage CBO
transaction, on CreditWatch with negative implications. The rating
on the senior notes was previously lowered Aug. 1, 2002, March 12,
2003, and May 15, 2003. The rating on the second priority senior
notes was previously lowered April 3, 2002, Aug. 1, 2002, and
March 12, 2003.

The current CreditWatch placement reflects factors that have
negatively affected the credit enhancement available to support
the rated notes since the previous rating action in May 2003,
primarily continued assets defaults and further deterioration in
the credit quality of the performing assets in the pool.

Standard & Poor's noted that according to the most recent monthly
trustee report (July 10, 2003), the transaction experienced
additional $15.5 million of defaults since the previous rating
action.

As part of its analysis, Standard & Poor's will be reviewing the
results of the current cash flow runs generated for FC CBO Ltd./FC
CBO Corp. to determine the level of future defaults the rated
tranches can withstand under various stressed default timing and
LIBOR scenarios, while still paying all of the rated interest and
principal due on the notes. The results of these cash flow runs
will be compared to the projected default performance of the
performing assets in the collateral pool to determine whether the
rating assigned to the notes remains consistent with the credit
enhancement available. Standard & Poor's will remain in contact
with the collateral manager for the transaction, the Bank of
Montreal.

              RATING PLACED ON CREDITWATCH NEGATIVE

                    FC CBO Ltd./FC CBO Corp.

                           Rating
          Class     To               From        Balance (mil. $)
          Senior    BB+/Watch Neg    BB+                 526.440

                     OTHER OUTSTANDING RATING

                    FC CBO Ltd./FC CBO Corp.

          Class                    Rating      Balance (mil. $)
          2nd Priority Senior      CC                  109.109


FEDERAL-MOGUL: Wants Clearance for Miba Bearings Settlement Pact
----------------------------------------------------------------
Federal-Mogul Powertrain Inc. and Federal-Mogul World Wide Inc.
have agreed with Miba Bearings US LLC to settle various claims
against each other.

The parties' claims arise out of a single sale of a portion of
the Debtors' bearing business.  On August 28, 2001, F-M Powertrain
and F-M World Wide sold a portion of their bearing business
located in McConnelsville, Ohio to Miba pursuant to an Asset
Purchase Agreement dated July 13, 2001.  The Asset Purchase
Agreement provided that F-M Powertrain and Miba would indemnify
one another.  F-M Powertrain's parent, Debtor Federal-Mogul
Corporation, guaranteed F-M Powertrain's obligations under the
Asset Purchase Agreement.

In connection with the Purchase Agreement, Miba raised
indemnification claims aggregating $275,500 against F-M Powertrain
and FMC.  Miba argued that F-M Powertrain had granted certain
customers discount on bearing products but did not disclose such
discount before entering into the Purchase Agreement.  As a
result, the customers demanded the rebate from Miba for sales
occurring subsequent to the closing of the McConnelsville sale.
Alternately, F-M Powertrain also raised claims against Miba.  F-M
Powertrain alleged that it had paid $400,000 of accounts payable
on Miba's behalf at the time of the closing of the sale of the
McConnelsville Business.  In response, Miba objected to a
significant portion of the F-M Powertrain's claim for
reimbursement and questioned the interpretation of the Purchase
Agreement.

To provide security for their obligations, F-M Powertrain, FMC,
Miba, and Citibank, N.A. entered into an escrow agreement on
August 28, 2001.  The Escrow Agreement provides that Citibank
would hold a portion of the purchase price in escrow against
which Miba could make claims for indemnification and, absent
claim against the escrowed funds, Citibank would remit the funds
over time to F-M Powertrain.

Citibank currently holds $1,500,000.  Of the amount, $1,000,000
was to be paid to F-M Powertrain on March 31, 2003 and the
remainder is to be remitted on August 28, 2004.  But Miba
submitted a Notice of Claim to prevent Citibank from distributing
the March 31, 2003 payment to F-M Powertrain.

F-M Powertrain, Miba and parent, Miba Gletltlager AG, also entered
into a Strip Offset Agreement on August 28, 2001 pursuant to which
Miba retained a portion of the purchase price under the Asset
Purchase Agreement to offset against potential price increases for
strip products necessary for the McConnelsville Business.  FM
Powertrain had negotiated with a vendor to obtain strip at
particularly favorable terms.  Because it was unclear whether F-M
Powertrain could assign such rights to Miba, and because Miba was
reluctant to attempt to acquire the rights, the parties to the
Strip Offset Agreement created a mechanism to subsidize Miba's
purchase of strip but required Miba to reserve $1,500,000 in a
separate segregated account and submit detailed reports to account
for strip purchase.

In their Settlement Agreement, the parties agree that:

    (a) The Escrow Agreement will terminate and Citibank will
        return all of the disputed $1,500,000 to F-M Powertrain;

    (b) The Strip Offset Agreement will be terminated.  Miba will
        pay F-M Powertrain $200,000 of the amount it was holding
        under the Strip Offset Agreement plus an additional
        $25,000 as "goodwill payment" to induce F-M Powertrain to
        enter into the Settlement Agreement; and

    (c) Miba will reimburse $200,500 to F-M Powertrain.  From this
        amount, F-M Powertrain will credit Miba $275,500 for F-M
        Powertrain's indemnified obligations.

Therefore, Miba will pay F-M Powertrain a $150,000 net amount.
From this amount, F-M Powertrain will allow Miba to deduct
$38,248 to reflect the actual amount of certain payments that
customers have made erroneously to F-M Powertrain.

The Debtors believe that the terms of the Settlement Agreement
are fair and reasonable.  James E. O'Neill, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., in Wilmington,
Delaware, contends that, by entering into the Settlement
Agreement, F-M Powertrain will receive $1,000,000 that Citibank
is holding in escrow that Miba had prevented Citibank from
distributing to F-M Powertrain in March 2003.  F-M Powertrain
will also receive the remaining $500,000 that Citibank is holding
and that, under the Escrow Agreement, F-M Powertrain was not
entitled to receive until August 2004.  Finally, F-M Powertrain
will receive $111,751, the amount that Miba owes them for
payments of accounts receivable minus the agreed amount that is
credited to Miba for its indemnification claims.  Mr. O'Neill
adds that litigating against Miba to recover the sums would
require significant time, effort and resources. (Federal-Mogul
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FLEMING: Asks Court to Approve Employee Stay Bonus Programs
-----------------------------------------------------------
With the Fleming Debtors' signing of a letter of intent with C&S
Wholesale Grocers Inc., the Debtors' employees essential to the
continued operation of the wholesale distribution business became
nervous about their continued employment.  If these employees
leave the Debtors, Christopher J. Lhulier, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub P.C., tells the Court that
the Debtors' operations would be significantly paralyzed.  The
Debtors' ability to maximize the value of the wholesale business
assets may also be jeopardized.  The remaining employees would
also be burdened by additional responsibilities, making it more
likely that they, too, would explore other employment
opportunities.

To address this concern, the Debtors ask the Court for authority
to implement employee stay programs for their wholesale grocery
store and convenience store distribution operations.  The Debtors
will provide bonuses to about 250 corporate and field employees
to convince these employees to stay as they accomplish the sale
of the Wholesale Distribution Assets.

The Debtors are also exploring strategic alternatives with
respect to the Convenience Business, including the possibility of
a stand-alone reorganization.  Hence, the Debtors will need to
provide retention incentives to certain employees in the
Convenience Business to induce these employees to remain employed
with them throughout this process, Mr. Lhulier says.

The Stay Program is designed to provide incentives to Eligible
Employees to stay through the transition of the sale of the
Wholesale Distribution Assets or until it is determined that
their services are no longer required.  According to Mr. Lhulier,
payments made under the Program would be done upon termination of
an Eligible Employee's employment from the Debtors provided that
such termination is for a reason other than cause.  Because a
buyer will more likely keep hourly field personnel than
management personnel, Mr. Lhulier notes that it will be important
to provide incentives to key managers at the corporate level as
well as senior managers in the field who would otherwise have
little incentive to remain employed through the transition
process.

The Debtors provided to the counsel for the Unsecured Creditors'
Committee and the DIP lenders a list of individuals to be covered
by the Stay Program, including target bonuses for each individual.
The Debtors anticipate that the aggregate cost of the Stay Program
will not exceed $12,000,000.  The number of Eligible Employees and
the amount payable under the Stay Program may be reduced pursuant
to the terms of a Transition Services Agreement that the Debtors
are negotiating with the C&S Acquisition LLC and its parent, C&S
Wholesale Grocers. (Fleming Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FLOW INT'L: Fiscal Fourth Quarter Net Loss Doubles to $15 Mill.
---------------------------------------------------------------
Flow International Corporation (Nasdaq: FLOW), the world's leading
developer and manufacturer of ultrahigh-pressure waterjet
technology equipment used for cutting, cleaning (surface
preparation) and food safety applications, reported results for
its fourth fiscal quarter and year ended April 30, 2003.

On a consolidated basis, FLOW reported fiscal fourth quarter
revenues of $31.7 million and a net loss of $15.6 million or $1.01
per diluted share, which includes non-cash impairment charges of
$3.7 million. This compares to $46.8 million in revenue and a net
loss of $6.3 million or $0.41 per diluted share in the fiscal
fourth quarter of 2002, which includes non-cash impairment charges
of $4.3 million. The Flow Waterjet Systems segment reported fourth
quarter revenues of $26.5 million and a net loss of $7.5 million
or $0.49 per diluted share. Avure Technologies recorded revenues
of $5.3 million and a net loss of $8.0 million or $0.52 per
diluted share, including the impairment charge.

For the year, the company recorded consolidated revenues of $144.1
million and a net loss of $70.0 million or $4.56 per diluted
share, which includes $36.5 million of charges related to accounts
receivable and inventory reserves, intangible and long lived asset
impairment, allowances for deferred tax assets and other charges.
Of the $36.5 million in charges, $32.8 million was recognized
during the third quarter. This compares to $176.9 million in
revenue and a net loss of $6.0 million or $0.39 per diluted share
for fiscal 2002, which includes non-cash impairment charges of
$4.3 million.

"As we work to conclude the first stage of our two-year
restructuring, we have already made significant progress towards
restoring the foundation on which we can rebuild this company,"
stated Stephen R. Light, Flow's President and Chief Executive
Officer. "To that end, we accomplished some exacting and necessary
steps to reduce headcount and shrink our manufacturing base down
to a core on which we can operate profitably. We will continue to
execute our restructuring plan to reduce debt and restore
profitability, while leveraging increasing demand for our
waterjets."

                          Banking Update

The Company signed Monday an amended and restated credit agreement
with its senior Lenders, which is effective April 30, 2003 and
expires August 1, 2004. In addition, the company also made
amendments to its subordinated debt agreement, which is effective
April 30, 2003. These agreements require the company to maintain
minimum EBITDA levels, as well as put limits on spending levels
for research and engineering and capital asset purchases.

                  Restructuring and Operations

In the third fiscal quarter of 2003, the company announced a
comprehensive two-year restructuring plan designed to return the
company to profitability through consolidation of facilities and
operations, reductions in headcount, and closure or divestiture of
selected company business units. Since then, the company has taken
the following steps:

-- Sold its non-core, oil well decommissioning services business,
   Hydrodynamic Cutting Services to UWG of England, the
   proceeds have been applied to debt.

-- Sold long term notes receivable for net proceeds of $8.6
   million.

-- Tightened controls on working capital, releasing approximately
   $6 million for debt repayment.

-- Reduced receivable days outstanding by 19% through intensive
   collection efforts, as well as by implementing tighter pre-
   shipment financial controls to ensure payment.

-- Shortened factory lead times to improve supplier coordination
   and reduce raw materials inventory by 14%.

-- Reduced headcount by approximately 70 employees, or roughly 15%
   of the workforce since January 1, 2003.

-- Commenced closure of the company's European manufacturing
   operation, to consolidate the company's European and domestic
   operations at its Jeffersonville, Indiana facility later in
   calendar 2003. These efforts are intended to increase
   purchasing and manufacturing economies of scale, as well as
   leverage the cost advantages associated with a weak U.S. dollar
   compared to the Euro.

-- Retained The Food Partners, LLC, an investment banking firm
   that specializes in the food industry, to develop and implement
   value-maximizing strategic alternatives for Avure.

                         Segment Review

Waterjet Systems: For the quarter, total Waterjet Systems reported
revenues of $26.5 million and a net loss of $7.5 million. Revenues
decreased 20%, as a result of continued weakness in the automotive
and aerospace business, as well as in the broader machine tool
market. Within total segment sales:

-- Systems revenues for the year were $15.9 million, a 34%
   decrease due to the impact of economic contraction in the US
   and Europe. This decrease was further exacerbated by weak
   demand in the domestic automotive and aerospace sectors. In an
   effort to offset the effects of the weakness in automotive and
   aerospace, the company focused its sales efforts of its
   articulated robotic cutting systems, which have been
   traditionally sold into automotive plants, into non-automotive
   applications.

-- Consumables spare parts revenues increased 18% to $10.6 million
   as a result of increased machine utilization and an associated
   higher parts consumption, as well as the recent introduction of
   proprietary productivity enhancing kits.

-- Domestically, Waterjet shapecutting revenues declined 18%
   during the quarter, as compared to the domestic machine cutting
   tool market, which recorded a decline of 26% during the same
   period, according to the Association for Manufacturing
   Technology.

-- Outside the United States, Waterjet's Systems revenue growth
   was positively influenced by Asia, where revenues increased 27%
   for the quarter, driven largely by sales into China.
   Additionally, in Korea, changes in lending policies have
   provided capital to FLOW's traditional small- and mid-sized
   customer businesses. European operations were negatively
   impacted by the continued slowing of the overall economy and
   weakening customer financial stability, resulting in a $2.8
   million or 39% decrease in revenues. In addition to the planned
   closure of the European manufacturing operations, FLOW recently
   retained a new general manager in Europe, changed its pricing
   structure, and accelerated payment terms in an effort to offset
   any additional future impact of these trends.

Avure Technologies: For the quarter, Avure recorded revenues of
$5.3 million and a net loss of $8.0 million.

-- As expected, Avure's General Press revenues decreased 63% to
   $3.2 million during the quarter, with the majority of the
   decline outside of the United States. Based on a number of
   recent orders, the Company expects General Press revenues to
   increase in fiscal 2004. General Press revenues vary from year
   to year due to the nature of their long sales and production
   cycles, which can range from one to four years and have a
   manufacturing period of 6 to 18 months.

-- Avure's Fresher Under Pressure revenues decreased 59% to
   $2.0 million during the quarter. While the company received
   orders during the quarter, it plans to deliver already-
   completed systems. Accordingly, these specific orders do not
   qualify for percentage of completion accounting and the
   corresponding revenue will be recognized upon delivery and
   acceptance in a later period. Accordingly, where there would
   have historically been percentage of completion in the quarter,
   revenue recognition has been deferred until installation and
   acceptance.

Flow provides total system solutions for various industries,
including automotive, aerospace, paper, job shop, surface
preparation, and food production. For more information, visit
http://www.flowcorp.com

                           *   *   *

As of January 31, 2003, Flow International was in default of its
financial loan covenants contained in its senior bank loan
agreement.  The loan agreement -- data obtained from
http://www.LoanDataSource.comshows -- provides Flow
International with access to up to $73,000,000 of credit on a
revolving basis from:

         Lender                       Commitment
         ------                       ----------
     Bank of America, N.A.            $32,490,000
     U.S. Bank National Association   $21,840,000
     KeyBank National Association     $18,670,000
                                      -----------
        Total Revolving Commitment    $73,000,000

BofA serves as the Agent for the lending syndicate.  Avure
Technologies, Inc., Hydrodynamic Cutting Services, CIS
Acquisition Corporation, and Flow Waterjet Florida Corporation
guarantee Flow International's obligations to the Lenders.

                    Financial Covenants

In July 2002, the Company agreed to comply with four key
financial tests at January 31, 2003:

     (1) maintain a Fixed Charge Coverage Ratio (Cash Flow
         divided by Fixed Charges) of at least .80 to 1;

     (2) maintain a Funded Debt Ratio of not more than
         24.50 to 1;

     (3) maintain a ratio of Debt to Tangible Net Worth of
         not more than 2.75 to 1.

     (4) maintain Senior Funded Debt Ratio (Senior Debt
         divided by EBITDA) of not more than 16.50 to 1

                    Increased Security

The loan agreement, dated December 29, 2000, has been amended
eight (maybe more) times to date.  An Eighth Amendment, dated
October 11, 2002, required the Company to provide the Lenders
with additional security, including bank control agreements,
subsidiary stock pledges and landlord consents.

                  Continued Availability

All debt outstanding to the Lenders has been classified as
current. To date, the Lenders have not exercised any of their
default rights. The company had $9.8 million of its $113 million
total credit facility available as of January 31, 2003.
Accelerated collections have increased this availability to
$17.3 million as of March 17, 2003.


GAP INC: S&P Affirms BB+ Corp. Credit & Senior Unsecured Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' rating to
apparel retailer The Gap Inc.'s $750 million senior secured bank
loan that matures on June 24, 2006.

The 'BB+' corporate credit and senior unsecured ratings on The Gap
were also affirmed. The outlook is negative. The San Francisco,
California-based company had about $2.9 billion of funded debt as
of May 3, 2003.

The revolving credit facility is rated two notches higher than the
corporate credit rating based on a very strong likelihood of full
recovery of principal in the event of default or bankruptcy. This
rating is supported by collateral coverage of more than 2.0x at
the company's seasonally low inventory period. The loan is secured
by a first priority perfected security interest in all U.S.
inventory of The Gap and the stock of its domestic subsidiaries.
The credit agreement requires as a condition to new borrowings
that there be no material adverse effect. Financial covenants
include a maximum leverage ratio and a minimum fixed coverage
ratio. Covenants also limit capital spending, prohibit increases
in the common dividend and share repurchases, and limit debt
repurchase.

The Gap's operating trends are recovering after declining
significantly in 2000 and 2001. The operating margin improved to
23.1% in the first quarter of 2003, from 17.3% the same quarter in
2002, and to 18.2% in 2002 from a weak 14% in 2001. The margin
expansion is attributable to greater sales of merchandise at full
price and lower markdowns on clearance items. Still, first-quarter
2003 and full-year 2002 financial results were well below The
Gap's historical levels.

"The company has a significant opportunity to improve operating
performance over the next few years. But, increased competition
and the soft economy will make it difficult for the retailer to
restore operating performance to historical levels," said Standard
& Poor's credit analyst Diane Shand. Margin improvement is
expected to be driven by lower markdowns and/or sales leverage.

The ratings on The Gap reflect management's challenge to improve
business fundamentals in its three brands in an industry that will
continue to experience intense competition, and to improve its
weakened credit protection measures. These factors are offset in
part by the company's strong business position in casual apparel,
geographic diversity, and strong cash flow before capital
expenditures.

Ratings could be lowered if the company's operating results do not
continue to improve. The Gap's performance during the back-to-
school and the holiday seasons will be key to an outlook change to
stable.


GENTEK INC: Disclosure Statement Hearing Scheduled for Aug. 25
--------------------------------------------------------------
The hearing to consider the adequacy of information contained in
GenTek's Disclosure Statement will be held on August 25, 2003 at
9:30 a.m.  The deadline to file objections to the Disclosure
Statement will expire on August 18, 2003 at 4:00 p.m. (GenTek
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GENUITY INC: Seeking Open-Ended Lease Decision Period Extension
---------------------------------------------------------------
Erin T. Fontana, Esq., at Ropes & Gray, in Boston, Massachusetts,
informs the Court that Genuity Inc., and its debtor-affiliates'
lease decision period must be further extended to enable the
Debtors to comply with their obligations under the Level 3 APA.

The closing of the Sale between the Debtors and Level 3 took
place on February 4, 2003.  Under the terms of the Level 3 APA,
Level 3 had until May 5, 2003 to instruct the Debtors (i) to
assume and assign one or more of the Unexpired Leases, or (ii)
not to reject one or more of the Unexpired Leases until the
Effective Date of a plan.

Accordingly, the Debtors ask the Court to further extend the time
within which they may reject or assume Unexpired Leases to the
Effective Date of their Chapter 11 plan.

Ms. Fontana explains that the extension will provide the Debtors
sufficient time to reject any Unexpired Leases, which Level 3
instructs not to reject until the Effective Date.  If, before
that date, the Debtors are compelled to reject an Unexpired Lease
that Level 3 has instructed not to reject until the Effective
Date of the Debtors' Plan, or the Unexpired Lease is deemed
rejected by operation of law as a result of the expiration of the
Section 365(d)(4) deadline, the Debtors may be unable to satisfy
their obligations under the Level 3 APA which could result in a
significant claim against the Debtors' estates being asserted by
Level 3.

In the alternative, if the Debtors are forced to assume and
assign one or more Unexpired Leases before they are allowed to do
so under the APA, the Debtors could subject their estates to
substantial administrative liability.

Thus, given Level 3's right under the Level 3 APA to instruct the
Debtors not to reject one or more Unexpired Leases until the
Effective Date of the Debtors' Plan, Ms. Fontana asserts that it
is reasonable to have the Debtors' lease decision period further
extended to the Effective Date.

The Debtors intend to continue paying all amounts due under the
Unexpired Leases in the ordinary course of business until the
Effective Date of the Debtors' Plan.  Hence, the extension will
not result in any harm or prejudice to the other parties to the
Unexpired Leases. (Genuity Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Secures Court Approval for SAP Settlement Pact
---------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates obtained the
Court's approval of a Settlement Agreement with SAP America, Inc.,
an enterprise software provider that maintains and licenses
certain proprietary software. The Court also authorized the
Debtors to assume the License Agreement with SAP.

Pursuant to the Settlement Agreement, the Debtors will:

      (i) assume the Agreement pursuant to Section 365 of the
          Bankruptcy Code;

     (ii) reduce the cure amount otherwise due under the Agreement
          by $1,500,000;

    (iii) eliminate certain of the Debtors' outstanding
          obligations to SAP; and

     (iv) negotiate in good faith with SAP to reduce maintenance
          costs associated with the Licenses for the year 2003.

The salient terms of the Settlement Agreement are:

    A. Parties: GX and all of its subsidiaries and affiliates,
       excluding Asia Global Crossing Ltd. and its direct and
       indirect subsidiaries and SAP and all of its direct and
       indirect subsidiaries and other affiliates.

    B. Payment to SAP: The Debtors will pay to SAP $950,000, which
       will be inclusive of and in full and final settlement of
       all amounts due and owing as of December 31, 2002, except
       for any claims resulting from any breach by the GX Entities
       involving the unauthorized use or disclosure of Proprietary
       Information.  To the extent the Total Cash Consideration is
       not paid when the amount is due, SAP will have an allowed
       administrative expense claim against the Debtors for the
       deficiency.

    C. Maintenance Fees: Promptly after the execution of the
       Settlement Agreement, the parties agree to negotiate in
       good faith to reduce the maintenance fees paid by the GX
       Entities under the Agreement.

    D. Warranty of Work, Services or Material Provided by SAP: SAP
       covenants that any work, services or material will be
       promptly and adequately provided in accordance with the
       terms of the Agreement or, in the absence of these terms,
       customary industry practices.

    E. Assumption of the Agreement: The Debtors will assume the
       Agreement, as amended by the Settlement Agreement,
       effective after the occurrence of the effective date of a
       plan of reorganization for substantially all of the Debtors
       that preserves or transfers substantially all of the core
       network on a going concern basis.

    F. Assignment of the Agreement: The GX Entities will be
       permitted to assign the Agreement, subject to the terms and
       conditions of the Agreement, pursuant to a confirmed Plan
       or other Court order, to the Investor or any entity
       created in connection with the transactions contemplated by
       the Purchase Agreement, provided that the assignment is
       solely for the purpose of providing continued use of the
       Software to operate the GX Entities' business.

    G. Releases: Both parties agree to mutual releases providing
       that the parties and their officers, employees,
       shareholders, agents, representatives, attorneys,
       successors and assigns are discharged and released from any
       and all claims, demands, obligations, causes of action,
       rights or damages, through and including December 31, 2002,
       other than claims arising under the warranties contained in
       the Agreement, claims for unauthorized use or disclosure of
       Proprietary Information, and claims relating to obligations
       expressly preserved in the Settlement Agreement.

                         Backgrounder

The Global Crossing Debtors entered into a Software End-User
License Agreement with SAP America.  Pursuant to the Agreement,
SAP licensed to the GX Debtors and certain of its affiliates the
right to use certain SAP software.  The GX Debtors use the
Software to, among other things, track the location of funds in
their cash management system, categorize data regarding
investments, organize information relating to sales and
distribution of the Debtors' products and services, produce
financial statements, monitor purchasing of products and
services, conduct billing transactions, and pay employees.  All
of the GX Debtors' critical records are maintained and accessed
through the Software.  Essentially, the Software is the basis for
the GX Debtors' information reserve.  As a result, continued
access to the Software is integral to the GX Debtors' efficient
operations on a going forward basis.  Pursuant to the Agreement,
SAP also provides maintenance services in connection with the
Software and the Licenses costing $1,500,000 per year.

As of December 31, 2002, the GX Debtors owe SAP under the
Agreement $2,466,663.01, including $1,057,314.13 in prepetition
and $1,409,348.88 in postpetition arrearages. (Global Crossing
Bankruptcy News, Issue No. 44; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GRUPO IUSACELL: Issues Statement re Competing Tender Offers
-----------------------------------------------------------
Grupo Iusacell, S.A. de C.V. (BMV:CEL) (NYSE:CEL) announced, in
response to the competing tender offers of Movil Access, S.A. de
C.V., and Fintech Mobile Inc., that its Board of Directors
continues to believe that each holder of the Company's equity
securities should make his, her or its own decision concerning
whether to tender Securities into either of the tender offers
based upon all available information, including the factors
considered by the Board more fully described in the Company's
Schedule 14D-9 filings with the Securities and Exchange
Commission.

As described in the Company's Schedule 14D-9 filings, the Board is
unable to evaluate the value of the Company and the Securities
given the uncertainty of whether the Company will be able to
successfully restructure its debt, the related uncertainty of the
equity value of the Company following any such restructuring and
other factors more fully described in the Company's Schedule 14D-9
filings. Accordingly, the Board is unable to determine whether the
prices offered in the tender offers are fair prices. The Board
also is unable to determine whether the Fintech tender offers will
be consummated and, accordingly, whether the offer price in the
Fintech tender offers will be available to holders of the
Securities. The Board believes that holders of Securities who wish
to dispose of their Securities should consider whether a higher
net consideration is available to them by selling in the open
market as opposed to tendering their Securities in either of the
tender offers.

The Board considered that the offer price in the Fintech tender
offers represents an offer price of approximately four times the
offer price in the Movil Access tender offers. The Board also
considered that a condition to the Fintech tender offers is that
the number of Securities validly tendered into the Fintech tender
offers (and not withdrawn) be equal to at least seventy percent
(70%) of the outstanding Securities (unless such condition is
waived by Fintech) and that Fintech has reserved the right to
withdraw its tender offers if any person acquires a majority of
the Securities. Furthermore, the Company has been informed by its
principal shareholders, Verizon Communications Inc. and Vodafone
Americas B.V., that they will not withdraw their Securities from
the Movil Access tender offers and, as a result, will not tender
any Securities into the Fintech tender offers.

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.


INDIANAPOLIS POWER: S&P Assigns BB+ Rating to $110-Mill. Bonds
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Indianapolis Power & Light Co.'s $110 million first mortgage bonds
due July 2013.

IPL is the primary subsidiary of IPALCO Enterprises Inc., an
Indianapolis, Indiana-based holding company that was acquired by
The AES Corp. on March 27, 2001 in a stock-for-stock transaction
valued at $2.15 billion.

The outlook is negative. IPL has about $622 million in outstanding
debt, including current maturities.

Proceeds from the bond issuance will be used to finance a portion
of the company's 2003-2006 construction program, including
projects to comply with the EPA's nitrogen oxide emission
reduction requirements, reimburse its treasury for expenditures
previously incurred in conjunction with such program, and repay
short-term borrowings.

The ratings on IPL reflect the company's linkage to AES. AES is a
global power company that owns assets throughout the world.
Standard & Poor's ratings of individual entities within AES are a
function of AES, whose consolidated financial profile is
significantly weaker than that of IPALCO and IPL.

The negative outlook mirrors that of ultimate parent AES Corp.


KASPER ASL: Secures Open-Ended Lease Decision Period Extension
--------------------------------------------------------------
KASPER A.S.L., Ltd., sought and obtained an extension of time from
the U.S. Bankruptcy Court for the Southern District of New York to
make decisions about whether to assume, assume and assign, or
reject unexpired nonresidential real property leases pursuant to
Section 365(d)(4) of the Bankruptcy Code.  The Debtors have until
the earlier of:

     a) October 31, 2003, or

     b) confirmation of a chapter 11 plan of reorganization,

to decide how to treat their unexpired leases.

Kasper A.S.L., Ltd., one of the leading women's branded apparel
companies in the United States filed for chapter 11 protection on
February 05, 2002 (Bankr. S.D.N.Y. Case No. 02-10497). Alan B.
Miller, Esq., at Weil, Gotshal & Manges, LLP represents the
Debtors in their restructuring efforts. When the Company filed for
protection from its creditors, it listed $308,761,000 in assets
and $255,157,000 in debts.


KMART CORP: Melody Pearce Seeks Stay Relief to Pursue Complaint
---------------------------------------------------------------
On April 12, 1999, Melody Pearce, a minor, was awarded $4,000,000
by a Franklin County, Ohio jury for horrific burn injuries she
suffered from a defective fan placed into the stream of commerce
by Kmart Corporation.  The judgment was appealed and the Franklin
County Court of Appeals reversed the directed verdict on liability
in Ms. Pearce's favor and remanded the matter to the trial court
for a retrial on liability.

Kmart was the remaining defendant in the Ohio action pending
jurisdictional review before the Ohio Supreme Court.  The action
arose when a fan purchased by Ms. Pearce's parents at a Kmart
store caught fire and severely injured Melody.

At the time Kmart filed for Chapter 11, the Ohio Supreme Court
was determining jurisdiction over the issue.  Pursuant to Section
362 of the Bankruptcy Code, the proceedings in the Ohio Supreme
Court were stayed.

The parties now want to move forward.  Accordingly, Ms. Pearce
asks Judge Sonderby to lift the automatic stay.

Brad A. Berish, Esq., at Adelman, Gettleman, Merens, Berish &
Carter Ltd., in Chicago, Illinois, tells Judge Sonderby that if
the Ohio Supreme Court accepts the case, it will likely reinstate
the verdict in Ms. Pearce's favor.  If it declines the case, the
matter will be remanded for retrial on liability.

The Ohio Supreme Court has recently asked the parties to provide
it with a status report on the Debtors' bankruptcy proceedings.

Ms. Pearce also seeks insurance proceeds from the Debtors'
insurance carrier, AIG Insurance Company since the original
judgment exceeds their self-insured retention.  Mr. Berish reports
that the Debtors maintain an excess insurance policy with AIG for
$25,000,000, over the $2,000,000 Kmart SIR.  Ms. Pearce will
maintain her unsecured claim against the Debtors and continue
against the Debtors for judgment ultimately to be satisfied by the
AIG proceeds.

Since the Petition Date, Mr. Berish indicates that the counsel
for both parties have attempted to resolve the issue.  In
September 2002, the parties mediated the matter in Michigan
pursuant to the Bankruptcy Court's order.  The Debtors offered
its $2,000,000 in SIR and AIG offered $500,000 over and above the
SIR.  But Ms. Pearce did not accept the settlement offer and
wants to proceed with the pending matter.

Mr. Berish does not anticipate an objection from Kmart since both
parties seek a final determination by the Ohio Supreme Court.

If the Bankruptcy Court lifts the stay then the Ohio Supreme
Court will render a decision on jurisdiction in the near future.
Depending on the result, the case will either be remanded to the
trial court or the verdict will be reinstated.  In either event,
Mr. Berish assures Judge Sonderby that the Debtors will have no
further exposure, except that which is indicated in the confirmed
plan, to pay judgment over the $2,000,000 SIR, if another verdict
is rendered in Ms. Pearce's favor. (Kmart Bankruptcy News, Issue
No. 60; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LB-UBS COMM'L: Fitch Affirms Six Low-B Ser. 2001-C2 Note Ratings
----------------------------------------------------------------
LB-UBS Commercial Mortgage Trust's commercial mortgage pass-
through certificates, series 2001-C2, $3.3 million class P is
affirmed at 'CCC' and removed from Rating Watch Negative by Fitch
Ratings. Fitch also affirms the following classes:

        -- $217.7 million class A-1 'AAA';
        -- $789.3 million class A-2 'AAA';
        -- Notional class X 'AAA';
        -- $49.5 million class B 'AA';
        -- $62.7 million class C 'A';
        -- $16.5 million class D 'A-';
        -- $13.2 million class E 'BBB+';
        -- $19.8 million class F 'BBB'
        -- $16.5 million class G 'BBB-';
        -- $23.1 million class H 'BB+';
        -- $14.8 million class J 'BB';
        -- $11.5 million class K 'BB-';
        -- $9.9 million class L 'B+';
        -- $13.2 million class M 'B';
        -- $6.6 million class N 'B-'.

Fitch does not rate class Q.

Fitch removes class P from Rating Watch Negative following the
successful re-leasing of the 10950 Tantau property, as well as the
fact that Fitch is not expecting any realized losses to the pool
at this time. However, Fitch has concerns with the performance of
three of the credit assessed loans in the pool, which have been
assigned non-investment grade assessments.

The pool's overall performance has declined slightly since
issuance, as evidenced by a weighted average debt service coverage
ratio of 1.27 times as of year-end 2002, compared to 1.34x at
issuance for comparable loans, excluding the six credit assessed
loans. Wachovia Securities, Inc., the master servicer, collected
99% of YE 2002 financial statements as of July 2003. The loans
have paid down 2.9% to $1.28 billion as of the July 2003
distribution date, from $1.32 billion at issuance.

The 10950 Tantau loan, 2% of the pool, is collateralized by a
single tenant office property in Cupertino, CA. The property
transferred to the special servicer after the former tenant
vacated the property. The borrower has recently executed a new
long term lease with Kaiser Foundation Hospitals, who is currently
working on tenant improvements and will take partial occupancy of
their space by the end of the year and the remaining space
thereafter. GMAC Commercial Mortgage Corp, the special servicer,
expects the loan to return to the master servicer soon. While the
new tenant is paying higher than current market rent, the income
from the new lease is substantially less than at issuance. The
Fitch pro forma DSCR is 1.32x, which is calculated using the Fitch
cash flow accounting for vacancy and adjusted tenant improvements
and leasing commissions (TI/LC), and a debt constant of 9.66%. The
Fitch cash flow is determined by using average lease payments of
the new tenant over the loan term. At issuance, the comparable
DSCR was 1.57x. Fitch expects the loan to perform consistently
through out the loan term due to the long term lease and the
quality of the tenant. However, the non-investment grade credit
assessment reflects the lower cash flow.

The 529 Bryant Street loan (1.5%) is collateralized by an office
property in Palo Alto, CA with two tenants. One of the original
two tenants vacated and a new tenant is paying half the original
tenant's rent. The building remains 100% occupied. However, the
new rental income is substantially less than the income at
issuance. The Fitch YE 2002 DSCR is 1.30x, using a cash flow
adjusted for vacancy and TI/LC, and a 9.23% debt constant. Again,
while Fitch feels the Outlook for this loan is Stable, the new
DSCR reflects a non-investment grade credit assessment.

The Courtyard by Marriott loan (2.5%) is collateralized by a full
service hotel in Philadelphia, PA. The property remains well
occupied with an average occupancy at YE 2002 of 70%. However, the
average daily rate and revenue per available room are below
issuance levels. At YE 2002, ADR and RevPAR were $120 and $84
respectively compared to $141 and $90 at issuance. The lower room
income has affected the Fitch DSCR, which is 1.29x at YE 2002,
compared to 1.91x at issuance. The Fitch DSCR is calculated using
a cash flow adjusted for management fees and furniture, fixtures
and equipment (FF&E) and an 11.33% debt constant. While the
property is master leased to Marriott, Fitch reviews the loan
based on actual property operations. The decline in performance
results in a non investment grade credit assessment.

Three other credit assessed loans maintain investment grade
assessments. The largest loan in the pool, the Westfield
Shoppingtown Meriden (6.1%), consists of the A note of a $96.4
million whole loan securitized by a regional mall in Meriden, CT.
The A note portion is currently $78.1 million, while the B note,
which securitizes a separate trust, Westfield Shoppingtown 2001-
C2A, is $18.2 million. The trailing twelve month February 2003
DSCR for the whole loan is 1.35x, compared to 1.31x at issuance.
The DSCR is calculated using a Fitch stressed cash flow and debt
constant of 9.50%.

The NewPark Mall (5.7%) loan is also secured by a regional mall,
located in Newark, CA. The performance has improved since
issuance, as demonstrated by a YE 2002 Fitch DSCR of 1.47x
compared to a 1.34x at issuance. The DSCR is calculated using a
stressed cash flow adjusted for vacancy and TI/LC using a debt
constant of 9.50%.

Hartz Mountain Industries, also known as 400 Plaza (1.7%) is
collateralized by an office property in Secaucus, NJ. The
performance of this loan remains relatively consistent, with a
Fitch YE 2002 DSCR of 1.27x, compared to 1.33x at issuance. The
DSCR is calculated using a stressed cash flow and a debt constant
of 9.66%.

There is currently one loan other than 10950 Tantau at the special
servicer. The loan (0.4%) is collateralized by an industrial
property located in Manassas, VA. The special servicer has
approved a loan assumption and expects to return the loan to the
master servicer this year. No losses are expected.

In its review, Fitch re-modeled each loan based on current
performance, including the six credit assessed loans. The change
to non-investment grade ratings of three of these loans is seen as
a negative event for the deal. If additional declines are reported
to these loans or other credit assessed loans, or additional loans
become specially serviced, ratings downgrades are possible.
Further declines in credit assessed loans could cause downgrades
to investment grade rated classes. However at this time, the
resulted credit enhancement levels remained sufficient to affirm
all ratings and remove class P from Rating Watch Negative.


LEAR CORP: Solid Performance Spurs S&P to Up Rating to BBB-
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Southfield, Michigan-based Lear Corp. to 'BBB-' from
'BB+'. In addition, Standard & Poor's raised its senior secured
and senior unsecured ratings on the company to 'BBB-' from 'BB+'.
Lear has total debt (including operating leases and sold accounts
receivable) of about $2.6 billion. The outlook is stable.

The ratings upgrade reflects Lear's reduced debt leverage, solid
financial performance amid challenging industry conditions, and
more disciplined growth strategy following a period of rapid
consolidation. Lear is one of the world's largest suppliers of
automotive seating and interior products.

"We expect Lear to generate good free cash flow and refrain from
making significant debt-financed acquisitions for the next one to
two years, which should result in further improvement of its
credit profile," said Standard & Poor's credit analyst Martin
King.

The business profile is constrained by the very challenging
automotive supply industry, which has a concentrated customer base
with strong purchasing power, ongoing pricing pressure, tough
competition, and cyclical demand, with peak-to-trough changes in
vehicle production averaging 20%-25%.

"We expect Lear to increase sales and earnings, despite 2003
production declines, because of its robust backlog of net new
business, currently totaling $4 billion through 2007, content per
vehicle growth, and proven ability to continually realize
operating efficiencies and productivity improvements," Mr. King
said.

Lear is considering initiating a dividend, but it is expected to
be relatively modest and would not affect the rating.


LORAL/QUALCOMM: Wants Plan Exclusivity Extended through Oct. 10
---------------------------------------------------------------
Loral/Qualcomm Satellite Services, LP, along with its debtor-
affiliates, wants the Court to give them more time within which
they have the exclusive right to file their Chapter 11 plan and
disclosure statement with the U.S. Bankruptcy Court for the
District of Delaware.

The Exclusivity and Solicitation Periods afford the Debtors a full
and fair opportunity to propose a consensual plan and solicit
acceptances of that plan without the deterioration and disruption
of their businesses or operations that might be caused by the
filing of competing plans by non-debtor parties.

The Debtors point out that to terminate the Exclusivity and
Solicitation Periods in these chapter 11 cases before the process
of plan negotiation has begun is to defeat the very purpose of
section 1121 of the Bankruptcy Code.

The Debtors submit that ample cause exists to extend the Exclusive
Periods.  In particular, the Debtors point out factors that weigh
in favor of granting a further extension at this time:

     a) the Debtors liabilities may be contingent liabilities
        that may arise based upon their liability as general
        partners for certain of the debts of Globalstar LP,
        there is a complex set of facts and issues that must be
        addressed before a final plan can be formulated;

     b) all postpetition payments are being made as they become
        due, accrued obligations, including professionals' fees
        to the extent allowed) have been paid, and the Debtors
        are working diligently to advance the reorganization
        process;

     c) the extension is not being sought in order to pressure
        creditors; and

     d) an extension of the exclusivity and solicitation periods
        will give the Debtors the ability to evaluate their
        contingent liabilities in light of Globalstar's proposed
        plan of reorganization, thereby giving the Debtors a
        better opportunity to negotiate a consensual Plan that
        can be confirmed.

Additionally, the Debtors report that these cases involve in
excess of $768 million in claims, which are contingent upon the
claims of Globalstarl due to the Debtors' liability as general
partners for certain of the debts of Globalstar. Without the
requested extension of the Exclusive Periods, the Debtors will be
unable to evaluate these contingent claims.

The Debtors want the Court to stretch their plan filing
exclusivity period through October 10, 2003 and extend the time
for the company to solicit acceptances of that Plan through
December 9, 2003.

Loral/Qualcomm Satellite Services, LP, along with its four debtor-
affiliates filed for chapter 11 protection on February 15, 2002
(Bankr. Del. Case No. 02-10506).  The Debtors are closely related
entities, whose primary assets are their partnership interests in
each other or in Globalstar, LP.  The Debtors are one of the
world's leading satellite communications companies with
substantial activities in satellite-based communications services
and satellite manufacturing. As of July 15, 2003, the Debtors
listed $2,654,000,000 in total assets and $3,061,000,000 in total
debts.


LTV: Court OKs Standard & Poor as Copperweld's Valuation Advisor
----------------------------------------------------------------
Copperweld Corporation obtained Bankruptcy Court Judge Bodoh's
approval of its employment of Standard & Poor's Corporate Value
Consulting as valuation advisors for its Chapter 11 case, nunc pro
tunc to June 9, 2003, the day on which CVC actually began
performing services for Copperweld.

The services to be rendered by CVC are:

        (1) estimation of the reorganization value of Copperweld,
            reflecting an estimate of Copperweld's enterprise
            value based on the Debtor's prospective 7-year plan
            of reorganization, including all administrative and
            legal costs of the Chapter 11 case; and
        (2) estimation of the liquidation value of Copperweld
            under two scenarios: going concern and orderly
            liquidation.

For litigation matters or an individual asset liquidation
analysis, the CVC fees are:

                                                            Hourly
           Professional               Position               Rate
           ------------               --------              ------
       Myron Marcinkowski      Lead Managing Director        $385
                               S&P - Atlanta
       James Marshall          Manager S&P - Atlanta         $285
       Senior Associate                                      $215
       Associate                                             $150

However, the expected fees for the services anticipated by CVC and
Copperweld are:

          Engagement Component                        Expected Fee
          --------------------                        ------------
    Service One - Reorganization value          $20,000 to $25,000
    Service Two -
      Liquidation Value for 3 operating groups  $35,000 to $45,000
    Service Three - Equity Allocation           $10,000 to $15,000
    Service Four - Disclosure Statement         Included
    Service Five - Attendance at confirmation
      Hearing                                   Included
                                                ------------------
        Total expected fee                      $65,000 to $85,000
(LTV Bankruptcy News, Issue No. 51; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


MDC: Maxxcom Seeks Shareholder Approval of Plan of Arrangement
--------------------------------------------------------------
MDC Corporation Inc. of Toronto and Maxxcom Inc. announced the
definitive exchange ratio under the Plan of Arrangement described
in Maxxcom's management information circular mailed to its
shareholders on July 9, 2003.

As previously announced, subject to receipt of all necessary
approvals, under the Plan of Arrangement, MDC will acquire all of
the issued and outstanding common shares of Maxxcom not already
owned by MDC in exchange for Class A subordinate voting shares of
MDC. Based on the volume weighted average trading price of the
outstanding MDC Class A Shares on the Toronto Stock Exchange for
the past 20 trading day period, Maxxcom shareholders (other than
MDC) will receive 1 MDC Class A Share for every 5.25 Maxxcom
common shares they own.

Maxxcom is seeking shareholder approval of the Plan of Arrangement
at its annual and special meeting of shareholders to be held in
Toronto on July 30, 2003. Provided that all necessary approvals
(including Court approvals) are received, it is expected that the
transaction will close on or about July 31, 2003.

MDC is a publicly traded international business services
organization with operating units in Canada, the United States,
United Kingdom and Australia. MDC provides marketing communication
services, through Maxxcom, and offers security sensitive
transaction products and services in three primary areas:
electronic transaction products such as credit, debit, telephone &
smart cards; secure ticketing products, such as airline, transit
and event tickets, and stamps, both postal and excise. MDC Class A
Shares are traded on the Toronto Stock Exchange under the symbol
MDZ.A and on the NASDAQ National Market under the symbol MDCA.

Maxxcom, a subsidiary of MDC, is a multi-national business
services company with operating units in Canada, the United States
and the United Kingdom. Maxxcom is built around entrepreneurial
partner firms that provide a comprehensive range of communications
services to clients in North America and the United Kingdom.
Services include advertising, direct marketing, database
management, sales promotion, corporate communications, marketing
research, corporate identity and branding, and interactive
marketing. Maxxcom common shares are traded on the Toronto Stock
Exchange under the symbol MXX.

As reported in Troubled Company Reporter's July 2, 2003 edition,
Standard & Poor's Ratings Services withdrew its 'BB-' long-term
corporate credit rating on marketing communications and secure
transaction services provider MDC Corp. Inc., at the company's
request.

At the same time, Standard & Poor's withdrew its 'B' rating on the
company's US$86.4 million 10.5% senior subordinated notes due
2006, following MDC's redemption of these notes.


MIDLAND COGENERATION: Posts Earnings Results for Second Quarter
---------------------------------------------------------------
The Midland Cogeneration Venture Limited Partnership announced net
income of $29.6 million for the second quarter of 2003 and $54.3
million for the first six months of 2003. These net income results
include a $15.4 million mark-to-market gain for the second quarter
and a $25.7 million mark-to-market gain for the first six months
of 2003, related to a second quarter 2002 accounting change on
nine long-term gas contracts with volume optionality, as further
described below. This compares to earnings of $85.0 million for
the second quarter of 2002 and $96.2 million for the first six
months of 2002. These net income results both include a $73.4
million mark-to-market gain for the cumulative effect of the
accounting change on the nine long-term gas contracts.

Under implementation guidance approved by the Financial Accounting
Standards Board, natural gas contracts that contain volume
optionality are treated as derivatives and beginning April 1, 2002
were required to be marked- to-market and reported in earnings.
Prior to April 1, 2002, these contracts qualified as a normal
purchase transaction and did not require mark-to-market
accounting. MCV removed the optionality from three of the nine
affected long-term gas contracts. MCV expects future earnings
volatility since changes to the mark-to-market accounting for the
remaining six natural gas contracts will be recorded over the
remaining life of these contracts, ranging from 2004 to 2007.

Excluding the effects of the above accounting change, the earnings
for the first six months of 2003 was $28.6 million as compared to
the first six months of 2002 of $22.8 million. This earnings
increase of $5.8 million was primarily due to lower natural gas
prices, lower interest expense on MCV's financing arrangements and
higher electric and steam energy rates under the purchase
agreement with The Dow Chemical Company. This increase was
partially offset by lower electric rates under the Power Purchase
Agreement with Consumers Energy Company.

Energy delivered under the PPA decreased to 3.7 million megawatt
hours for the first six months of 2003 from 3.9 million MWh for
the first six months of 2002. Dispatch under the PPA was 68.0% for
the first six months of 2003 versus 72.2% for the six months of
2002. During the first six months of 2003, MCV burned 35.5 billion
cubic feet (Bcf) of natural gas at an average cost of $3.06 per
million British thermal units (MMBtu). During the first six months
of 2002, MCV burned 37.4 Bcf of natural gas at an average cost of
$3.19/MMBtu.

MCV leases and operates a gas-fired, combined-cycle cogeneration
facility in Midland, Michigan. The plant is capable of producing
approximately 1,500 megawatts of electricity and up to 1.35
million pounds per hour of process steam for industrial use.

MCV partners include CMS Midland, Inc., a subsidiary of CMS Energy
Corporation; The Dow Chemical Company (limited partner); and El
Paso Midland, Inc. and other affiliates of El Paso Corporation.

As reported in Troubled Company Reporter's April 28, 2003 edition,
Fitch Ratings removed the Rating Watch Negative from the 'BB'
rating on Midland Cogeneration Venture LP's $567 million lease
obligation bonds. The rating action follows the removal of the
Rating Watch Negative from the ratings of Consumers Energy Co.,
MCV's principal offtaker. Consumers' senior unsecured debt is
rated 'BB', and the Rating Outlook for Consumers is Stable. Absent
counterparty credit concerns, Fitch views the MCV bonds as having
characteristics consistent with low investment grade quality.


MIRANT CORP: Asks Court to Approve Contract Rejection Procedures
----------------------------------------------------------------
Mirant Corp., and its debtor-affiliates are parties to several
thousands of contracts and leases, including:

    (a) non-residential real property leases,

    (b) forward contracts,

    (c) swap agreements,

    (d) leases for personal property,

    (e) contracts for provision of gas or power to retail
        customers,

    (f) contracts for operations and management services,

    (g) contracts for construction services,

    (h) contracts for the provision of bundled services that
        include the provision of gas or power to retain
        customers, contracts for operation and management
        services or contracts for constructions services, and

    (i) other executory contracts (contracts with unperformed
        obligations on both sides of the deal).

In an effort to conserve the estates' resources, Ian Peek, Esq.,
at Haynes and Boone LLP, in Dallas, Texas, relates that the
Debtors developed procedures to facilitate an expeditious and
efficient process for rejecting many of the numerous Contracts
and Leases upon the Debtors' determination that they are
unnecessary or burdensome.

Pursuant to Sections 365 and 554 of the Bankruptcy Code, the
Debtors ask the Court to approve these rejection procedures:

    (a) Any Contract or Leased the Debtors determine, in the
        exercise of their business judgment, to be unnecessary or
        burdensome to their ongoing business operations, will be
        rejected after five business days written notice vial
        facsimile or overnight mail to:

        -- the counterparty under the Contract or Lease at the
           last known address available to the Debtors; and

        -- counsel to any statutory committee of unsecured
           creditors;

    (b) The Rejection Notice will be substantially in the form
        submitted to the Court;

    (c) If an objection to a Notice of Rejection if filed by a
        counterparty, or by the Committee, any timely served on,
        and actually received by, counsel to the Debtors prior to
        the expiration of the five business days notice period,
        the Debtors will seek a hearing to consider the objection
        at the Court's earliest convenience;

    (d) If no objections by either a counterparty to a Contract or
        a Lease, or by the Committee, are timely received, then
        the applicable Contract or Lease will be deemed rejected
        as of the date of the Rejection Notice unless otherwise
        agree, in writing, by the Debtors and the counterparty to
        a particular Contract or Lease;

    (e) If an objection to a Rejection Notice is timely received,
        and the Court ultimately upholds the Debtors'
        determination to reject the applicable Contract or Lease,
        then the applicable Contract or Lease will be deemed
        rejected as of the Rejection Notice unless otherwise
        agreed, in writing, by the Debtors and the counterparty
        to the Contract or Lease; and

    (f) Claims arising out of the rejection of Contracts and
        Leases must be filed with the Court or any Court-approved
        claims processing agent by the later of:

        -- the deadline for filling of proofs of claims
           established by this Court; or

        -- 30 days after the effective date of the rejection.

Mr. Peek contends that the procedures should be approved because:

    (a) it will streamline the rejection process of the Contracts
        and Leases that are unnecessary or burdensome to the
        Debtors' ongoing business operations; and

    (b) the counterparties to the Contracts and Leases will not
        be prejudiced by the Rejection Procedures as they will
        give advance notice of the Debtors' intent to reject the
        Contract or Lease. (Mirant Bankruptcy News, Issue No. 3;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


MOBILE COMPUTING: Enters Series of Restructuring Transactions
-------------------------------------------------------------
Mobile Computing Corporation has agreed to enter into a series of
transactions with The VenGrowth Investment Fund Inc. (holder of
20% of the common shares of the Company and $500,000 of its
convertible debentures) and The VenGrowth II Investment Fund Inc.
(holder of $9.5 million of the Company's convertible debentures)
and NBC Canada West Capital Inc., for a significant restructuring
of the Company.

By way of background, and as previously announced, the Company has
payment obligations of approximately $12.2 million in respect of
outstanding convertible debentures. In the absence of a conversion
of these debentures, the Company faces payment obligations
(including accrued interest) of approximately $6.1 million on
August 8, 2003 and $6.1 million on November 30, 2003.
Notwithstanding several months of discussions with the holders of
the debentures and an examination of various strategic
alternatives, the Company has been unable to refinance the
debentures.

Accordingly, the Company has entered into a letter of intent with
VenGrowth which contemplates that the Company will sell its
existing business and operating assets to a newly incorporated
entity wholly owned by VenGrowth and issue 21.5 million common
shares from treasury to VenGrowth in exchange for the cancellation
of the Company's outstanding convertible debentures, including
obligations in respect of accrued interest. New MCCco will assume
all the liabilities of the Company, excluding any tax liabilities.
This sale will comprise substantially all of the Company's
business, including all of its intellectual property and the
shares of its wholly owned subsidiary, Mobile Computing
Corporation (USA). VenGrowth will also cancel its outstanding
warrants and options to acquire an aggregate of 7 million shares
of the Company. Following the completion of the transactions,
VenGrowth will own 25.2% of the common shares of the Company.

The agreement with Nova provides for the issue of 54.6 million
common shares of the Company from treasury for $250,000
(approximately $0.00458 per share) in cash. Nova will own 45% of
the common shares of the Company on completion of the
transactions. The Company will be debt free with significant loss
carry forwards and other tax pools.

Nova has stated that it intends to implement a new business plan
to maximize shareholder value. The plan will include hiring a new
management team, raising additional capital and having the Company
develop a merchant banking activity.

VenGrowth has indicated that it intends to continue to manage its
investment in the business to be acquired by New MCCco. "We are
extremely pleased that this transaction will enable the Company's
business to be well capitalized and continue without disruption to
customers, suppliers or employees," stated Earl Storie, Managing
General Partner of VenGrowth. "As a private firm with a strong
financial position within VenGrowth's billion dollar portfolio,
New MCCco should be well positioned to grow and develop, continue
to serve its customer base and attract new business."

The board of directors of the Company appointed an independent
committee of directors to manage the transaction process. After
seeking the advice of outside advisors and considering the various
refinancing alternatives explored by the Company over the past
year, the independent committee concluded that the transactions
were fair and in the best interests of the shareholders and
offered the best means of providing shareholder value.

The transactions are subject to the completion and execution of
definitive agreements between the Company and VenGrowth and the
Company and Nova. The definitive agreements are expected to be
completed no later than August 8, 2003. The transactions are also
subject to shareholder approval and the receipt of all necessary
regulatory approvals, including the approval of The Toronto Stock
Exchange. The Company intends to seek shareholder approval at an
annual and special meeting of shareholders, currently expected to
be scheduled for mid September, 2003. Accordingly, there can be no
assurance that the transactions will be completed as proposed or
at all.

Mobile Computing Corporation -- http://www.mobilecom.com-- is a
supplier of wireless information solutions for mobile workers.
These systems enable companies to communicate with, monitor and
manage the activities of their vehicles and field personnel. MCC
solutions enable improved management of the movement and delivery
of goods and services, improving productivity and profitability.
MCC specializes in delivering fully integrated solutions that link
mobile workers with corporate information systems utilizing
wireless data communications services. Mobile Computing
Corporation trades on the Toronto Stock Exchange under the symbol
"MBL" and has approximately 45 million shares outstanding.

At December 31, 2002, Mobile Computing's balance sheet shows a
total shareholders' equity deficit of about C$7.7 million.


MORGAN STANLEY: S&P Assigns Low-B Ratings to 5 Note Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Morgan Stanley Capital I Trust 2003-TOP11's $1.19
billion commercial mortgage pass-through certificates series 2003-
TOP11.

The preliminary ratings are based on information as of
July 28, 2003. Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans. Classes A-1, A-2, A-3,
A-4, B, C, and D are currently being offered publicly. Standard &
Poor's analysis determined that, on a weighted average basis, the
pool has a debt service coverage ratio of 2.06x, a beginning loan-
to-value ratio (LTV) of 73.5%, and an ending LTV of 58.2%. Unless
otherwise indicated, all calculations in the presale report,
including weighted averages, include only the $85.0 million A-2
note of the John Hancock Tower pari passu loan and the $15.5
million A-1 note of the RSA pari passu loan.

                   PRELIMINARY RATINGS ASSIGNED
            Morgan Stanley Capital I Trust 2003-TOP11
      Commercial mortgage pass-through certs series 2003-TOP11

        Class        Rating       Amount ($)
        A-1          AAA         125,000,000
        A-2          AAA         200,000,000
        A-3          AAA         165,114,000
        A-4          AAA         561,379,000
        B            AA           31,366,000
        C            A            32,859,000
        D            A-           13,443,000
        E            BBB+         14,936,000
        F            BBB           7,468,000
        G            BBB-          7,468,000
        H            BB           11,948,000
        J            BB-           2,988,000
        K            B+            2,987,000
        L            B             2,987,000
        M            B-            2,987,000
        N            N.R.         11,949,395
        X-1*         AAA       1,194,879,395
        X-2*         AAA       1,099,299,000

*Interest-only class. Notional amount. N.R.-Not rated.


NETWORK PLUS: Delaware Court Okays Case Conversion to Chapter 7
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter's May 27,
2003 issue, the acting United States Trustee for Region 3 wants
Network Plus Corp.'s chapter 11 cases converted to chapter 7
liquidation proceedings under the Bankruptcy Code.

The Honorable Judge Peter J. Walsh granted the UST's motion and
orders these cases converted to chapter 7 liquidation of the
Bankruptcy Code effective June 11, 2003.

A hearing to consider all timely filed Fee Applications is
scheduled for September 8, 2003 at 1:30 p.m. in Courtroom #2, 844
Market Street Mall, 6th Floor, Wilmington, Delaware.

Network Plus Corp., a network-based integrated communications
provider, which offers broadband data and telecommunications
services, filed for chapter 11 protection on February 04, 2002
(Bankr. Del. Case No. 02-10341).  Edward J. Kosmowski, Esq., Joel
A. White, Esq., and  Maureen D. Like, Esq., at Young Conaway
Stargatt & Taylor represents the Debtors.  As of Sep 30, 2001, the
Debtors listed $433,239,000 in total assets and $371,300,000 in
total debts.


NORTEL NETWORKS: Board Declares Preferred Share Dividends
---------------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on each of the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 (TSX:NTL.PR.F) and the outstanding Non-
cumulative Redeemable Class A Preferred Shares Series 7
(TSX:NTL.PR.G), the amount of which for each series will be
calculated by multiplying (a) the average prime rate of Royal Bank
of Canada and Toronto-Dominion Bank during August 2003 by (b) the
applicable percentage for the dividend payable for such series for
July 2003 as adjusted up or down by a maximum of 4 percentage
points (subject to a maximum applicable percentage of 100 percent)
based on the weighted average trading price of the shares of such
series during August 2003, in each case as determined in
accordance with the terms and conditions of such series.

The dividend on each series is payable on September 12, 2003 to
shareholders of record of such series at the close of business on
August 29, 2003.

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

                        *   *   *

As previously reported, Moody's Investors Service lowered the
senior secured and senior implied ratings on the securities of
Nortel Networks Corp., and its subsidiaries to B3 and Caa3 from
Ba3 and B3 respectively.


NORTHWESTERN CORP: S&P Junks Credit Rating on Eroding Liquidity
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Northwestern Corp. to 'CCC-' from 'B', and removed the
rating from CreditWatch with negative implications.

The outlook is negative. The Sioux Falls, South Dakota-based
company has about $1.7 billion in debt and $370 million in
preferred stock outstanding.

"The rating action reflects Northwestern's eroding liquidity,
uncertain timing of proposed asset sales, and the possibility that
the company may include a coercive exchange offer as part of its
restructuring plans," said Standard & Poor's credit analyst Petter
Otersen.

As of July 23, 2003, Northwestern's cash on hand had significantly
declined from its $92 million level at the end of the first
quarter of 2003. The current balance is well below the company's
historic levels of about $100 million and may be insufficient for
the company to carry on its business.

At present the company has no ability to access equity markets and
no new bank lines to supplement its working capital and must rely
on its cash account to cover shortfalls.

Of concern is the possibility of above-normal temperatures in
Montana, which could further deplete the cash position due the
Montana utility's need to cover its unhedged power position with
spot sales. The company may be unable to immediately recover the
increased power purchase costs.

Furthermore, the company may have insufficient liquidity to
prepare for the winter heating season by purchasing gas for
storage. Northwestern and the state of Montana have been in
discussion for the state to purchase gas on behalf of the company
or provide credit support in order to insure the availability of
gas to the company's Montana customers. These discussions further
attest to the company's weak liquidity position.

The negative outlook reflects Northwestern's potential for further
deterioration but also the potential coercive exchange of debt for
equity. Significant asset sales or access to a credit facility may
stabilize the company's liquidity position. However, if the
management pursues a forced debt for equity swap, debt ratings
will be lowered.


NQL INC: Court Extends Plan Filing Exclusivity through July 31
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of New
Jersey, NQL, Inc., obtained an extension of its exclusive periods.
The Court gives the Debtor, through July 31, 2003, the exclusive
right to file its plan of reorganization, and until September 29,
2003, to solicit acceptances of that Plan from creditors.

NQL INC., through its DCi division, provides professional services
including Internet and intranet consulting, network design,
installation and maintenance as well as onsite support for
customers located primarily in the northeastern U.S. The Company
filed for chapter 11 protection on February 15, 2002 (Bankr. N.J.
Case No. 02-31661).  Bonnie L. Pollack, Esq., at Angel & Frankel,
P.C., represents the Debtor in its restructuring efforts.


NVIDIA CORP: Provides Preliminary Results for Second Quarter
------------------------------------------------------------
NVIDIA Corporation (Nasdaq: NVDA) expects to report total revenues
of approximately $455 million to $460 million for the second
quarter of fiscal 2004 ended July 27, 2003, within the guidance
provided by the Company on its last quarterly conference call.
Gross margins are expected to be slightly lower than the Company's
original guidance. This was a result of higher than anticipated
product costs attributed to 0.13 micron semiconductor process
technology.

The Company experienced solid growth from Xbox and from record
shipments of the GeForce FX family of GPUs.  In addition, the
Company successfully transitioned its mobile product line to its
new GeForce FX Go family and recently began ramping numerous
notebook design wins. More details will be provided during
NVIDIA's quarterly conference call to be held on August 7, 2003.

NVIDIA Corporation, whose corporate credit rating is rated at B+
by Standard & Poor's, is a visual computing technology and
market leader dedicated to creating products that enhance the
interactive experience on consumer and professional computing
platforms.  Its graphics and communications processors have
broad market reach and are incorporated into a wide variety of
computing platforms, including consumer digital-media PCs,
enterprise PCs, professional workstations, digital content
creation systems, notebook PCs, military navigation systems and
video game consoles.  NVIDIA is headquartered in Santa Clara,
California and employs more than 1,500 people worldwide.  For
more information, visit the company's Web site at
http://www.nvidia.com


PAYLESS SHOESOURCE: Completes $200MM Sr. Debt Private Placement
---------------------------------------------------------------
Payless ShoeSource, Inc., (NYSE: PSS) announced the successful
completion of the sale of its $200 million of 8.25% senior
subordinated notes, priced to yield 8.50%, due 2013. Interest on
the 8.25% senior subordinated notes due 2013 is payable
semi-annually, beginning on February 1, 2004.

Payless used the proceeds of the offering (net of all fees and
expenses), together with available cash, to repay all its existing
indebtedness under the term loan portion of its existing credit
facility.

The 8.25% senior subordinated notes were issued in a transaction
that was not registered under the Securities Act of 1933, as
amended, and were offered and sold in the United States only to
qualified institutional buyers in reliance on Rule 144A under the
Securities Act and to certain non-U.S. persons in transactions
outside the United States in reliance on Regulation S under the
Securities Act. The 8.25% senior subordinated notes due 2013
offered may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements under the Securities Act.

Payless ShoeSource, Inc. is the largest family footwear retailer
in the Western Hemisphere.  The company operates a total of 5,012
stores offering quality family footwear and accessories at
affordable prices.  In addition, customers can buy shoes over the
Internet through Payless.com(SM), at http://www.payless.com

As reported in Troubled Company Reporter's July 21, 2003 edition,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Payless ShoeSource Inc. and its 'BB' senior
unsecured bank loan rating on its wholly owned subsidiary, Payless
ShoeSource Finance Inc.

At the same time, Standard & Poor's assigned its 'B+' subordinated
debt rating to Payless' proposed $200 million senior subordinated
notes due 2013.

The outlook is stable. As of May 3, 2003, Payless had about $240
million of debt outstanding.


PETROLEUM GEO-SERVICES: Files for Chapter 11 Protection in SDNY
---------------------------------------------------------------
Petroleum Geo-Services ASA (OSE: PGS) (Other OTC:PGOGY) announced
that as the next step in its ongoing restructuring efforts, the
Company voluntarily filed a petition for protection under Chapter
11 of the United States Bankruptcy Code in the U.S. Bankruptcy
Court for the Southern District of New York.

This filing is an important development in the restructuring
process which, as previously announced on June 18, 2003, is
intended to, among other things, maximize recovery to stakeholders
of the Company and provide a solid capital structure, aligned with
projected future cash flows, that can support the Company's future
business development. This filing follows a previously announced
agreement with a majority of both the Company's banks and
bondholders and its largest shareholders whereby they have agreed
to support the Company's Plan of Reorganization in the Chapter 11
case.

This case will be at the parent company (PGS ASA) level only and
will not involve the Company's operating subsidiaries, which will
continue full operations, leaving current and future customers,
lessors, vendors, employees and subsidiary creditors unaffected.
It is intended that none of the Company's subsidiaries would be
involved in a Chapter 11 case.

As previously announced, the proposed restructuring involves a
restructuring of the PGS Group's total debt to a sustainable
level, from approximately US$2.5 billion to approximately US$1.3
billion. This is achieved through conversion of the existing bank
and bond debt into new debt and a majority of PGS's
post-restructuring equity.

The Company also filed the Plan with the Court, which reflects the
previously announced terms of the restructuring. In summary, the
major terms of the Plan are as follows:

- PGS's US$2,140 million senior unsecured creditors, comprising
  US$680 million of bank debt and US$1,460 million of bond debt,
  would be entitled to select between two alternative recovery
  packages, one consisting of a senior unsecured term loan
  facility and the other consisting of a combination of unsecured
  notes and 91% of PGS post-restructuring equity, to be reduced to
  61% after PGS shareholders acquire 30% of the total post-
  restructuring shares for US$85 million. Both recovery packages
  would be entitled to cash in excess of US$50 million, as further
  defined in the Plan.

- Creditors of the PGS Group other than the Affected Creditors and
  holders of PGS Trust I Trust Preferreds would not be affected by
  the restructuring and would retain their existing claims upon
  completion of the restructuring.

- Holders of Trust Preferreds would be given 5% of PGS's post-
  restructuring equity.

- Existing shareholders would be given 4% of PGS's post-
  restructuring equity and the right to acquire shares on the
  terms set forth above to reach 34% of the equity, underwritten
  by three of PGS's major shareholders, Umoe AS (US$60 million),
  CGG (US$22 million) and TS Industri Invest (US$3 million).

- Under the Plan, PGS would have the right to establish a US$70
  million secured working capital facility and a US$40m bonding
  facility.

In connection with the filing of the Plan, the Company also filed
with the Court a related disclosure statement that includes, among
other things, background information regarding the Company and the
circumstances giving rise to its Chapter 11 filing, a description
of the terms and conditions of the Plan (including the treatment
proposed for holders of claims and interests) and relevant
valuation analyses and financial projections which are updated
from the analyses and projections previously disclosed on June 18,
2003. The Company has also submitted the Plan, Disclosure
Statement and a draft prospectus with the Oslo Stock Exchange. PGS
intends to make available copies of the filing documents on its
website at www.pgs.com .

The Company intends for the restructuring to be completed before
the year-end 2003, following Court approval of disclosure
materials and creditor and shareholder approval.

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


PETROLEUM GEO-SERVICES: Case Summary & 20 Unsecured Creditors
-------------------------------------------------------------
Debtor: Petroleum Geo-Services ASA
        PGS House
        P.O. Box 89
        1325 Lysaker, Norway
        aka Petroleum Geo-Services AS

Bankruptcy Case No.: 03-14786

Type of Business: The Debtor is a technology-based service
                  provider that assists oil and gas companies
                  throughout the world.

Chapter 11 Petition Date: July 29, 2003

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Matthew Allen Feldman, Esq.
                  Willkie Farr & Gallagher
                  787 Seventh Avenue
                  New York, NY 10019-6099
                  Tel: 212-728-8000
                  Fax: 212-728-8111

Total Assets: Approximately $3,686,621,000 (as of May 31, 2003)

Total Debts: Approximately $2,444,341,000 (as of May 31, 2003)

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Law Debenture Trust Co.     Bond Debt             $450,000,000
of New York, as Indenture
Trustee under 7 1/8% Notes
due March 2028
780 Third Avenue
31st Floor
New York, NY 10017
Attn: Daniel R. Fisher, Esq.
Senior Vice President
Tel: 212-750-6474
Fax: 212-750-1361

Chase Manhattan Int'l Ltd.  Bank Debt             $430,000,000
(now JPMorgan Europe Ltd
plc), as agent under a certain
Revolving Credit Agreement
dated as of September 4, 1998
125 London Wall, London EC2V 7RF
United Kingdom
Attn: Albert C. Stein,
Vice President
Tel:+44 207 777 3377
Fax:+44 207 777 3459


Law Debenture Trust Co.     Bond Debt             $360,000,000
of New York, as Indenture
Trustee under 7-1/2% Notes
due March 2007
780 Third Avenue
31st Floor
New York, NY 10017
Attn: Daniel R. Fisher, Esq.
Senior Vice President
Tel: (212) 750-6474
Fax: (212-750-1361

Law Debenture Trust Co.     Bond Debt             $250,000,000
of New York, as Indenture
Trustee under 6-1/4% Sr
Notes due November 2003
780 Third Avenue
31st Floor
New York, NY 10017
Attn: Daniel R. Fisher, Esq.
Senior Vice President
Tel: (212) 750-6474
Fax: (212-750-1361

The Bank of Nova Scotia,    Bank Debt             $250,000,000
as agent under a certain
$250,000,000 Credit Facility
dated March 14, 2002
Scotia House
33 Finsbury Square,
London EC2A 1BB
Attn: James Forward,
Managing Director Energy
and Project Finance
Tel: +44 207 826 5751
Fax: +44 207 454 9019

Law Debenture Trust Co      Bond Debt             $200,000,000
of New York, as Indenture
Trustee under 6-5/8% Notes
due March 2008
780 Third Avenue
31st Floor
New York, NY 10017
Attn: Daniel R. Fisher, Esq.,
Senior Vice President
Tel: 212-750-6474
Fax: 212-750-1361

Law Debenture Trust Co.     Bond Debt             $200,000,000
of New York, as Indenture
Trustee under 8.15% Notes
due July 2029
780 Third Avenue
31st Floor
New York, NY 10017
Attn: Daniel R. Fisher, Esq.
Senior Vice President
Tel: 212-750-6474
Fax: 212-750-1361

OakTree Capital Mgt.        Bondholder            $182,031,000
333 South Grand Ave.,
28th Floor
Los Angeles, CA 90071
Attn: Sheldon Stone/
      Rich Mason
Tel: 213-830-6300
Fax: 213-830-8564/
     213-830-6494

Manufacturers and Traders   Bond Debt            $143,750,0002
Trust Company (successor
by merger to Allfirst
Trust Co. Nat'l Association),
as Indenture Trustee under
9-5/8% Junior Sub. Debentures
due 2039
25 South Charles Street,
16th Floor
Baltimore, MD 21201
Attn: Jay Smith,
Corporate Trust Services
Tel: 410-244-4223
Fax: 410-244-3725

MacKay Shields              Bondholder            $111,920,000
9 West 57th Street
37th Floor
New York, NY 10019
Attn: Donald Morgan
Tel: 212-758-5400
Fax: 212-754-9187

MetLife Securities          Bondholder             $90,995,000
10 Park Avenue
Morristown, NJ 07962
Attn: Thomas Lenihan
Tel: 973-254-3243
Fax: 973-355-4760

Atlantic Life Insurance    Bondholder              $77,333,000
(TIMCO)
1 Tower Squire
9 Plaza Building
Hartford, CT 06183
Attn: Jordan Stitzer
Tel: 860-277-3992
Fax: 860-277-9996

John Hancock Fin'l          Bondholder             $71,385,000
Services
101 Huntington Avenue
Boston, MA 02199
Attn: Roger Nastou
Tel: 617-572-9614
Fax: 617-572-5493

California Public           Bondholder             $65,232,000
Employees Ret. System
400 P St.; Suite 3492
Sacramento, CA 95814
Attn: Dan Keifer
Tel: 916-326-3380
Fax: 916-341-2875

Varde Investment Partners   Bondholder             $63,747,000
3600 West 80th St.;
Suite 425
Minneapolis, MN 55431
Attn: George Hicks &
      Marcia Page
Tel: 952-853-9315
Fax: 952-893-9613

AIG/SunAmerica Asset Mgt.   Bondholder             $43,000,000
2929 Allan Parkway
Houston, TX 77019
Attn: Gordon Massie
Tel: (713) 831-1910
Fax: (713) 831-6218

AEGON USA Investment Mgt.   Bondholder             $37,318,000
4333 Edgewood Road, N.E.
Cedar Rapids, IA 52499
Attn: David Halfpap
Tel: 319-398-8556
Fax: 319-398-8913

HBV Capital Management      Bondholder             $28,667,544
200 Park Avenue
New York, NY 10166
Attn: Jonathon Bean
Tel: 212-808-3950
Fax: 212-808-3908

Nationwide Insurance Co.    Bondholder             $26,100,000
1 Nationwide Plaza
Columbus, OH 43215
Attn: Tom Gleason &
      Mike Groseclose
Tel: 614-249-7111
Fax: 614-249-2418

Allstate Investment Mgt.    Bondholder             $25,235,000
3075 Sanders Road
Northbrook, IL 60062
Attn: Eric Simonsin
Tel: 847-402-5000
Fax: 847-402-9788


PG&E NATIONAL: Proposes Professional's Compensation Procedures
--------------------------------------------------------------
In a case of this magnitude, the PG&E National Energy Group
Debtors believe that it is both necessary and proper to establish
a uniform monthly compensation procedure for the bankruptcy
professionals and special counsels and advisors employed and to be
employed in their cases.  Accordingly, the NEG Debtors consulted
with the Office of the U.S. Trustee and developed a proposed
interim compensation procedure that is fair to the Professionals,
orderly for the NEG Debtors, and will facilitate appropriate
supervision and oversight by the Office of the U.S. Trustee and
the Court.

According to Paul M. Nussbaum, Esq., at Whiteford, Taylor &
Preston LLP, in Baltimore, Maryland, the proposed monthly
procedures would require the Professionals to present to the NEG
Debtors, the Office of the U.S. Trustee, and counsel for each
statutory committee that will be appointed, a detailed statement
of the fees for services rendered and the expenses incurred by
the Professionals for the prior month.  If no timely objection to
such statement is made by the Debtors, any of the Committees, or
the Office of the U.S. Trustee, the NEG Debtors will pay the Fees
incurred for the month, less 20% holdback, and pay 100% of the
Expenses for the month to the applicable Professionals.  All
payments would be subject to the Court's subsequent approval as
part of the interim fee application process, occurring every 120
days, and the final fee application process at the end of the
bankruptcy cases, as Mr. Nussbaum explains. (PG&E National
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


PHILIP MORRIS: Says Verdict Shows Medical Monitoring Suit Flaws
---------------------------------------------------------------
Philip Morris USA said Monday's rejection by a Louisiana jury of
medical monitoring claims brought by a class of mostly healthy
smokers illustrates the flaws in such claims, and more
importantly, in tobacco class actions lawsuits.

Although the state court jury found that plaintiffs in the Scott
class action could benefit from smoking cessation assistance, it
also found that cigarettes as designed are not defective but that
the four tobacco company defendants failed to disclose all they
knew about smoking and diseases and marketed their products to
minors.

"As to the issue of medical monitoring, the evidence in this case
was clear: medical associations and public health officials do not
recommend medical monitoring programs for healthy smokers. Because
of the high number of false positives and false negatives in such
tests, they have the potential to do far more harm than good.

"The evidence in this case also showed that Louisiana smokers
already have a variety of smoking cessation programs available to
them should they desire assistance to quit smoking," said William
S. Ohlemeyer, Philip Morris USA vice president and associate
general counsel.

"This case should never have gone to trial. The vast majority of
class action cases involving cigarettes have ended far short of
trial because most courts have recognized that smoking decisions
and smoking behavior are almost uniquely personal and cannot be
fairly considered in a class-action trial."

Ohlemeyer noted that nearly 40 state and federal courts have
rejected class certification in more than 40 smoking cases.

"Because this portion of the trial did not determine liability to
any class member or representative, the company expects to discuss
the form, substance and timing of future proceedings with the
trial court but will also examine its appellate options while
awaiting further instructions from the court," Ohlemeyer said.

The Scott case was the second so-called medical monitoring class-
action case to go to trial. The first such case -- known as the
Blankenship case in Wheeling, W.Va. in 2001 -- ended with a
verdict for Philip Morris USA and other tobacco companies. Unlike
Blankenship, the Scott case included claims for smoking cessation
assistance.

In addition to Philip Morris USA, other defendants in the Scott
class action were R.J. Reynolds Tobacco Co., Brown and Williamson
Tobacco Co. and Lorillard Tobacco Co.


PRIME HOSPITALITY: S&P Affirms Ratings over Failure to Pay Rents
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and 'B' subordinated debt ratings for Prime Hospitality
Corp.

At the same time, the ratings were removed from CreditWatch where
they were placed on July 2, 2003. The outlook remains negative,
reflecting the continued soft lodging environment.

"This action reflects Standard & Poor's increased comfort with
Prime's long-term strategy after the announced potential loss of
16% of its AmeriSuites portfolio," said Standard & Poor's credit
analyst Stella Kapur.

Prime failed to pay rent on 24 hotels, representing 16% of its
AmeriSuites portfolio, to Hospitality Properties Trust on July 1,
2003. The potential loss of these branded hotels represents a
meaningful setback in the company's efforts to increase its
national brand exposure and awareness. The lodging environment
remains very competitive, and in order to compete with more
established brands, Prime's brands will need to attain a large
franchise portfolio with widespread national geographic
distribution. In addition, Prime's largest brand, AmeriSuites,
primarily relies on transient business travel demand to fill its
rooms. It has been more challenging for this brand to attract
leisure customers, given that these assets are generally located
in office parks or areas that would be less attractive for
tourists to visit. However, Prime has made progress toward
improving its marketing, reservation and sales efforts. Prime
opened a new central reservation center in December 2002, which
has enhanced its reservation and marketing distribution, client
database management, and customer service. In addition, the
company has been refocusing its sales efforts towards more
localized marketing.

The CreditWatch resolution reflects Standard & Poor's expectation
that Prime will maintain a relatively conservative financial
policy, will generate positive free cash flow, and will focus on
reducing its debt. As a result of the lease termination with HPT,
Prime will lose around $42 million of deposits. While this will
result in a significant asset write-down on Prime's balance sheet,
Prime will experience a positive cash flow benefit given that it
was losing around $9 million in EBITDA on these leases.
Additionally, the termination of these leases will increase
covenant flexibility under its revolving credit facility
agreements, since ratios are calculated on a pro forma basis.


PROMAX ENERGY: Hires BMO Nesbitt Burns Inc. as Financial Advisor
----------------------------------------------------------------
Promax Energy Inc. (TSX:PMY) has retained BMO Nesbitt Burns Inc.
as its financial advisor in connection with the restructuring
process undertaken by Promax to maximize value for its
stakeholders.

In support of the process undertaken by Promax and BMO Nesbitt
Burns, Promax retained Gilbert, Laustsen Jung Associates Ltd. to
prepare a reserve report of the oil and gas interests of Promax as
at June 30, 2003. For comparison purposes, Promax also engaged
Citadel Engineering Ltd., to prepare a reserve report updating
their December 31, 2002 report for an effective date of June 30,
2003 in respect of Promax's reserves but using the capital
spending assumptions employed by GLJ. The GLJ Report and the
Citadel Report are anticipated to be finalized during the week of
July 28, 2003. It is presently anticipated that the GLJ Report and
the Citadel Report will suggest a range for Promax's established
reserves of 51.65 BCF to 112.35 BCF and the corresponding range of
values of Promax's established reserves and undeveloped land to be
$103.7 million to $205.8 million, calculated on a discounted basis
(NPV 8%) using gas prices provided by the BMO Nesbitt Burns
Commodity Derivatives Group. Promax will issue a news release
containing a description of the evaluations of GLJ and Citadel
upon the finalization of the GLJ Report and the Citadel Report.

Promax Energy Inc. is a junior oil and gas company listed and
trading on the Toronto Stock Exchange under the symbol "PMY". It
has a high working interest in over 285,000 acres in a gas prone
area of southeastern Alberta with multiple producing horizons
including long life Medicine Hat/Milk River and Coal Bed Methane.

Promax Energy's March 31, 2003 balance sheet shows that its
total current liabilities exceeded its total current assets by
about $86 million.

On May 7, 2003, the Company was granted an order by the Court of
Queen's Bench of Alberta providing creditor protection under the
Companies' Creditors Arrangement Act. The initial order was
amended by the Court on May 27, 2003 and may be further amended
by the Court throughout the CCAA proceedings based on motions
from the Company, its creditors and other interested parties.


RENT-A-CENTER: Second Quarter 2003 Results Reflect Strong Growth
----------------------------------------------------------------
Rent-A-Center, Inc. (NASDAQ/NNM:RCII) (S&P/BB-/Positive) , the
leading rent-to-own operator in the U.S., announced record
quarterly net earnings for the period ended June 30, 2003, when
excluding the non-recurring recapitalization charges discussed
below.

The Company, the nation's largest rent-to-own operator, had total
revenues for the quarter ended June 30, 2003 of $553.3 million, a
$58.6 million increase from $494.7 million for the same period in
the prior year. This increase of 11.8% in revenues was primarily
driven by incremental revenues generated in new and acquired
stores, as well as growth in same store revenues. Same store
revenues (revenues earned in stores operated for the entirety of
both periods) during the second quarter of 2003 increased 2.7%
above the comparable quarter of 2002.

Net earnings for the quarter ended June 30, 2003, when excluding
the non-recurring recapitalization charges discussed below, were
$52.3 million, or $1.44 per diluted share. This represented an
increase of 18.0% over $1.22 per diluted share, or net earnings of
$44.9 million, when excluding the charges discussed below,
reported for the same period in the prior year. The increase in
net earnings and earnings per diluted share is primarily
attributable to the Company's increase in revenues, operational
improvements in existing stores and a continued focus on cost
control.

Net earnings for the six months ended June 30, 2003, when
excluding the recapitalization charges, were $103.3 million, or
$2.86 per diluted share, representing an increase of 18.2% over
$2.42 per diluted share, or net earnings of $88.4 million, when
excluding the charges discussed below, for the same period in the
prior year. Total revenues for the six months ended June 30, 2003
increased to $1,119.7 million from $993.3 million in 2002,
representing an increase of 12.7%. Same store revenues for the
six-month period ending June 30, 2003 increased 4.2%.

The Company also announced that its Board of Directors has
approved a 5 for 2 stock split on its common stock to be paid in
the form of a stock dividend. Each common stockholder of record on
August 15, 2003 will receive 1.5 additional shares of common stock
for each share of common stock held on that date. No fractional
shares will be issued in connection with the stock dividend. Each
stockholder who would otherwise receive a fractional share will
receive an additional share of common stock. The distribution date
for the stock dividend will be August 29, 2003. As of July 25,
2003, the Company had approximately 32.8 million shares of common
stock outstanding. The stock split will increase the common shares
outstanding to approximately 82.1 million shares.

"We are pleased to report another quarter of strong operating and
financial results," commented Mark E. Speese, the Company's
Chairman and Chief Executive Officer. "We believe the stock split
we are announcing today and the fact that we intend to continue to
repurchase additional shares of our common stock," Speese
continued, "speaks to the confidence we have in both our core
business and our growth initiatives through new stores and
acquisitions."

During the second quarter of 2003, the Company recorded $27.7
million in pre-tax charges associated with its previously
announced recapitalization plans. These charges reduced diluted
earnings per share in the quarter by $0.47 to the reported diluted
earnings per share of $0.97. Furthermore, during the second
quarter of 2002, the Company wrote-off financing fees of
approximately $2.9 million associated with the early retirement of
approximately $128.0 million in debt, and recorded a charge of
$2.0 million relating to the settlement of its class action gender
discrimination lawsuits. These charges reduced diluted earnings
per share in the second quarter of 2002 by $0.08 to $1.14.

During the second quarter of 2003, the Company opened 18 new
locations and acquired 10 additional stores while consolidating
three locations into existing stores. The Company also purchased
accounts from 12 additional locations during the second quarter of
2003. Since June 30, 2003, the Company has opened five additional
new stores, acquired one store location and has purchased accounts
from two additional locations. "We are very excited about the
results of our new store opening program," commented Mitchell E.
Fadel, the Company's President and Chief Operating Officer. "Our
new stores are ahead of our expectations," Fadel added, "and will
therefore continue to be a vital part of our continued growth
initiatives."

Through the six-month period ending June 30, 2003, the Company
generated cash flow from operations of approximately $153.4
million, ending the quarter with $248.3 million of cash on hand.
In addition to growing its store base, the Company intends to
utilize its available cash to redeem the remaining $84.5 million
in 11% subordinated notes and, as previously announced, repurchase
additional shares of common stock.

Rent-A-Center, Inc., headquartered in Plano, Texas currently
operates 2,574 company-owned stores nationwide and in Puerto Rico.
The stores generally offer high-quality, durable goods such as
home electronics, appliances, computers, and furniture and
accessories to consumers under flexible rental purchase agreements
that generally allow the customer to obtain ownership of the
merchandise at the conclusion of an agreed-upon rental period.
ColorTyme, Inc., a wholly owned subsidiary of the Company, is a
national franchisor of 322 rent-to-own stores, 310 of which
operate under the trade name of "ColorTyme," and the remaining 12
of which operate under the "Rent-A-Center" name.

                    THIRD QUARTER 2003 GUIDANCE:

Revenues

--  The Company expects total revenues to be in the range of $546
    million to $551 million.

--  Store rental and fee revenues are expected to be between $500
    million and $505 million.

--  Total store revenues are expected to be in the range of $536
    million to $541 million.

--  Same store sales increases are expected to be in the 2% to 4%
    range.

--  The Company expects to open 20-30 new store locations.

Expenses

--  The Company expects depreciation of rental merchandise to be
    between 21.6% and 22.0% of store rental and fee revenue and
    cost of goods merchandise sales to be between 75% and 80% of
    store merchandise sales.

--  Store salaries and other expenses are expected to be in the
    range of 54.0% and 55.5% of total store revenue.

--  General and administrative expenses are expected to be between
    3.0% and 3.2% of total revenue.

--  Net interest expense is expected to be approximately $11.0
    million and amortization is expected to be approximately $3.2
    million.

--  The effective tax rate is expected to be approximately 37.25%
    of pre-tax income.

--  Diluted earnings per share are estimated to be in the range of
    $1.42 to $1.44 on a pre-split basis.

--  Diluted shares outstanding are estimated to be between 33.6
    million and 34.0 million on a pre-split basis.

                    FISCAL 2003 GUIDANCE:

Revenues

--  The Company expects total revenues to be in the range of $2.21
    billion and $2.24 billion.

--  Store rental and fee revenues are expected to be between $1.99
    billion and $2.02 billion.

--  Total store revenues are expected to be in the range of $2.15
    billion and $2.18 billion.

--  Same store sales increases are expected to be in the 2% to 4%
    range.

--  The Company expects to open approximately 80 new store
    locations.

Expenses

--  The Company expects depreciation of rental merchandise to be
    between 21.6% and 22.0% of store rental and fee revenue and
    cost of goods merchandise sales to be between 73% and 78% of
    store merchandise sales.

--  Store salaries and other expenses are expected to be in the
    range of 53.5% and 55.0% of total store revenue.

--  General and administrative expenses are expected to be between
    3.0% and 3.2% of total revenue.

--  Net interest expense is expected to be between $45.0 million
    and $48.0 million and amortization of intangibles is expected
    to be approximately $12.0 million.

--  The effective tax rate is expected to be approximately 38.0%
    of pre-tax income.

--  Diluted earnings per share are estimated to be in the range of
    $5.80 to $5.90 on a pre-split basis.

--  Diluted shares outstanding are estimated to be between 34.8
    million and 35.2 million on a pre-split basis.


RURAL/METRO: Wins Renewal Contract to Serve Morristown Airport
--------------------------------------------------------------
Rural/Metro Corporation (Nasdaq:RUREC), a leading national
provider of ambulance and fire protection services, has been
awarded a three-year renewal contract to continue providing
airport firefighting services at Morristown Municipal Airport in
New Jersey. The term began July 1, 2003 and is valued at
approximately $1.3 million over the life of the contract.

Jack Brucker, President and Chief Executive Officer, said, "We
take great pride in the quality of our specialty firefighting
services, and place particular value on our long-standing airport
fire protection customers. We look forward to continuing our
record of quality service at Morristown Municipal Airport and to
building on that performance in the future."

Morristown Municipal Airport is a general aviation facility
situated on 638 acres just east of Morristown, N.J. Aircraft
operations average 600 daily take-offs and landings on four
runways, and the facility is home base for nearly 300 general
aviation aircraft. The airport also serves significant corporate
air traffic, given its proximity to 54 of the nation's Fortune 500
companies. Rural/Metro has provided primary aircraft rescue fire
fighting, first response emergency medical services and structural
fire protection at the Morristown Airport since 1998.

Kirby Hamby, Division General Manager for Rural/Metro's specialty
fire division, said, "We have established a long-standing
partnership with Morristown Aircraft Rescue Association and are
honored that the airport has once again retained Rural/Metro as
their service provider."

Bob Bogan, Deputy Director of the Morristown Airport, said
Rural/Metro was awarded the renewal contract based on its history
of quality service to the airport. "We were pleased with the high
level of service initially established by Rural/Metro, and that
level has been maintained throughout the contract," he said.

He continued, "We have a very demanding clientele of Fortune 500
tenants, and they have a very demanding approach to their own
activities and their own flight departments, and that carries
forward to how we try to serve them. Rural/Metro meets those
demands through responsive, professional service."

Rural/Metro Corporation, whose December 31, 2002 balance sheet
shows a total shareholders' equity deficit of about $160 million,
provides emergency and non-emergency medical transportation, fire
protection, and other safety services in approximately 400
communities throughout the United States. For more information,
visit the Rural/Metro Web site at http://www.ruralmetro.com


SAVVIS COMMS: Closes Sale of Data Center to Reuters for $19 Mil.
----------------------------------------------------------------
SAVVIS Communications (NASDAQ:SVVS), a leading global managed IP
services provider, has closed the sale of its Hazelwood, Missouri
data center to Reuters.

SAVVIS sold the data center to Reuters for $35 million, with
SAVVIS leasing back, on attractive financial terms, one-third of
the center for five years with a five year renewal option. Reuters
also agreed to award certain bid preferences to SAVVIS, and SAVVIS
in turn agreed to reduce Reuters minimum purchase commitments
under the parties' existing network services agreement. The sale
closed on July 28, 2003. Of the $35 million in gross proceeds,
SAVVIS used $12.9 million to reduce its outstanding debt and $3.1
million for transaction related deposits and expenses. The $19.0
million in net proceeds were added to existing cash balances,
further strengthening the company's balance sheet.

SAVVIS Communications (NASDAQ:SVVS) is a leading managed services
provider that delivers IP VPNs (virtual private networks),
hosting, and application services to businesses. SAVVIS solutions
are designed for industries with demanding information technology
requirements including legal, media, retail, professional
services, healthcare, manufacturing, and financial services.

Known as The Network that Powers Wall Street(SM), SAVVIS was
ranked #3 in IP VPN market share by IDC in its 2003 report,
trailing only AT&T and WorldCom, and its network reliability was
declared "perfect" in Network World magazine's groundbreaking
study of backbone performance. SAVVIS' managed hosting services
were awarded the Service Provider Excellence Award by Boardwatch
magazine for its virtualized approach to managed hosting and the
Market Engineering Award from Frost & Sullivan for product
differentiation and innovation.

For more information about SAVVIS' Intelligent IP Network(SM) and
managed hosting solutions, visit: http://www.savvis.net

SAVVIS Communications' March 31, 2003 balance sheet shows a
working capital deficit of about $4 million, while the Company's
total shareholders' equity dwindled to about $55 million from
about $77 million recorded three months ago.


SEITEL INC: Files Chapter 11 Reorganization Plan in Delaware
------------------------------------------------------------
Seitel Inc., and its debtor-affiliates filed their Chapter 11 Plan
of Reorganization with the U.S. Bankruptcy Court for the District
of Delaware.  A full-text copy of the Plan is available for a fee
at:

  http://www.researcharchives.com/bin/download?id=030724215552

Under the Plan, each Holder of an Allowed Administrative Claim
will be paid the full unpaid amount of such Allowed Administrative
Claim in Cash on the Effective Date or as soon as practicable.

Each Allowed Priority Tax Claim will be paid in full in Cash as
the Debtors elect, whether on:

     i) the Effective Date,

    ii) the date of a Final Order allowing such Allowed Priority
        Tax Claim,

   iii) the date such Allowed Priority Tax Claim would have been
        due and payable if the Chapter 11 Cases had not been
        commenced, or

    iv) as may be agreed upon between the Holder of such Allowed
        Priority Tax Claim and the Debtors.

The Plan provides also for the classification of Claims and
Interests for the purposes of voting, confirmation and
distribution:

  Class  Classification          Treatment
  -----  --------------          ---------
    1    Other Priority Claims   Will receive, at the election
         except Administrative   of the Debtors:
         Claims or Priority      a) paid in full in Cash on the
         Tax Claims                 Effective Date, or as soon
                                    as practicable; or
                                 b) if not due on the Effective
                                    Date, will be paid in full
                                    in Cash when due

    2    Heller Secured Claim    If not satisfied in full prior
                                 to the Effective Date, will
                                 retain its liens securing the
                                 Secured Claim to the extent of
                                 the Allowed amount. The
                                 maturity of the Heller Secured
                                 Claim will be extended through
                                 April 30, 2005, and after the
                                 Effective Date the Debtors will
                                 pay Heller $208,333 per month
                                 plus interest

    2A   All Other Secured       Will be treated either:
         Claims                  a) Debtor may assume the Claim
                                    and leaves unaltered such
                                    Holder's legal, equitable
                                    and contractual rights with
                                    respect to Claim; or
                                 b) i) cure any default that
                                       occurred before or after
                                       the Petition Date,
                                   ii) reinstate the maturity of
                                       such Claim as such
                                       maturity existed before
                                       such default,
                                  iii) compensate the Holder of
                                       such Claim for any
                                       damages incurred; or
                                 c) Debtor may surrender to the
                                    Holder all collateral
                                    securing Claim and such
                                    Holder shall be Allowed a
                                    Class 3 Claim or Class 4
                                    Claim, as applicable

    3    Claims of Holders of       On the later of the
         General Unsecured          Effective Date or a Final
         Claims excluding Seitel    Order Allowing a Claim,
         Unsecured Claims,          Holder will be paid Cash
         Priority Tax Claims,       equal to 71% of its Allowed
         Other Priority Claims,     Claim
         Intercompany Claims or
         Securities Claims

   4     Seitel Unsecured Claims On the later of the
                                 Effective Date or a Final
                                 Order Allowing a Claim, each
                                 holder will be paid Cash
                                 equal to 25% of its Allowed
                                 Claim.

    5    Pearlman Claims         As of the Effective Date,
                                 Reorganized Seitel will
                                 assume that certain
                                 settlement agreement
                                 approved by the Court dated
                                 May 23, 2003 in the action
                                 styled Seitel Inc. v.
                                 Pearlman, Case No. H-02-
                                 1843, and will perform all
                                 of its obligations under the
                                 settlement agreement.

    6    Securities Claims       The Allowed Claims will be
                                 satisfied exclusively from
                                 the D&O Insurance Policies
                                 and within the limits of the
                                 D&O Insurance Policies, and
                                 the Holders of any Allowed
                                 Securities Claims shall be
                                 deemed to have waived any
                                 recovery against any person
                                 other than under the D&O
                                 Insurance Policies

    7    Old Seitel Common       Provided that Class 7 votes to
         Stock                   accept the Plan, on the later
                                 of the Effective Date or a
                                 Final Order Allowing an Equity
                                 Interest, holder will receive
                                 in Cash its Pro Rata share of
                                 $10,150,273. If Class 7 rejects
                                 the Plan, no distribution of
                                 Cash or any other property will
                                 be made to the Holders

    8    Old Subsidiary Equity   On the Effective Date, the Old
         Interests               Subsidiary Equity Interests
                                 will be cancelled and the
                                 Holders will not receive or
                                 retain any distributions under
                                 this Plan

    9    Warrants                Cancelled on the Effective Date
                                 and the Holders will not
                                 receive or retain any
                                 distributions under this Plan.

    10   Intercompany Claims     On the Effective Date,
                                 Intercompany Claims shall be
                                 reinstated.

All Claims are impaired under the Plan except for Class 1, Class
2A, Class 5, and Class 10.

Seitel, Inc., headquartered in Houston, Texas, markets its
proprietary seismic information/technology to more than 400
petroleum companies, licensing data from its library and creating
new seismic surveys under multi-client projects.  The Company
filed for chapter 11 protection on July 21, 2003 (Bankr. Del. Case
No. 03-12227).  Scott D. Cousins, Esq., at Greenberg Traurig LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$379,406,000 in total assets and $345,525,000 in total debts.


SK GLOBAL: Wants More Time to File Schedules and Statements
-----------------------------------------------------------
Sec. 521(1) of the Bankruptcy Code requires all chapter 11 debtors
to prepare and deliver to the Court comprehensive schedules of
assets and liabilities and a statement of financial affairs
disclosing a variety of prepetition transactions.  Rule 1007 of
the Federal Rules of Bankruptcy Procedures requires a debtor to
deliver those documents to the Clerk's office within 15 days
following the Petition Date.

SK Global America Inc., says there's no way it can assemble the
volume of data that's required within a two-week period.  SK
Global asks the Court to extend the deadline to October 4, 2003.

"During the important initial stages of the Debtor's Chapter 11
case," Scott E. Ratner, Esq., at Togut, Segal & Segal LLP, says,
"the Debtor's staff and its advisors will be expending
substantial time and resources on issues relating to the Debtor's
orderly transition into operating in a Chapter 11 case.
Additionally, the Debtor is dependent upon certain outside sources
for the information needed to complete the Schedules (i.e.,
accounts receivable, billing information, etc.).  For these
reasons, the Debtor will require additional time to gather the
information required (financial and otherwise) to accurately
prepare the Schedules." (SK Global Bankruptcy News, Issue No. 1;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


SPECTRASITE: Will Host Second Quarter Conference Call on Aug. 12
----------------------------------------------------------------
SpectraSite, Inc. (Ticker Symbol: SPCS.OB) will release its second
quarter results on Monday August 11, 2003, after 4:00 p.m. EDT.
The company has scheduled a conference call to discuss its second
quarter results for 11:00 a.m. EDT on Tuesday August 12, 2003.
Conference Call details are as follows:

          Call Date: Tuesday August 12, 2003

          Call Time: 11:00 a.m. Eastern Daylight Time

          Call Host: Steve Clark, Chief Executive Officer

          Dial-In Information: 800-261-6483, Code: 1976859

          Via the web: http://www.spectrasite.com

Replay information: A replay will be available from August 12 at
2:00 p.m. EDT to August 19. Dial-in information for the replay is
800-642-1687, Code: 1976859

SpectraSite, Inc. -- http://www.spectrasite.com-- based in Cary,
North Carolina, is one of the largest wireless tower operators in
the United States. At March 31, 2003, SpectraSite owned or
operated over 18,000 sites, including 7,488 towers primarily in
the top 100 markets in the United States. SpectraSite's customers
are leading wireless communications providers and broadcasters,
including AT&T Wireless, ABC Television, Cingular, Nextel, Paxson
Communications, Sprint PCS, Verizon Wireless and T-Mobile.

As reported in Troubled Company Reporter's May 15, 2003 edition,
Standard & Poor's Ratings Services assigned its 'CCC+' senior
unsecured rating to Cary, North Carolina-based tower operator
SpectraSite Inc.'s $150 million senior notes due 2010.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on SpectraSite and its 'B+' secured bank loan
rating on wholly owned operating subsidiary SpectraSite
Communications Inc. As of March 31, 2003, the company had about
$707 million of total debt outstanding. The outlook is stable.


SPIEGEL GROUP: Court Fixes October 1, 2003 as Claims Bar Date
-------------------------------------------------------------
The Spiegel Inc., and its debtor-affiliates obtained the Court's
approval establishing October 1, 2003 as the last date by which
certain creditors must file claims against them.

The Bar Date does not apply to these categories of claims or
interests:

    (a) Administrative Expenses

        Administrative expenses allowable under Section 507(a) of
        the Bankruptcy Code need not be filed at this time, except
        for administrative expenses relating to an executory
        contract or unexpired lease that has been or will be
        rejected by the Debtors.  A separate bar date may be set
        in the future for the filing of administrative expenses
        and all parties-in-interest will be given separate notice
        of any administrative expense bar date.

    (b) Properly Scheduled Claims

        Any creditor (i) whose claim is listed in the Debtors'
        Schedules, (ii) whose claim is not listed as contingent,
        unliquidated or disputed and (iii) who does not dispute
        the listed amount or classification of its claim will not
        be required to file a proof of claim by the Bar Date
        because its claim is deemed to have been filed.  However,
        Scheduled Creditors will receive a proof of claim form
        that indicates how their claims have been scheduled.

    (c) Previously Filed Claims

        Any person who has already properly filed a proof of claim
        will not be required to re-file proof of its claim.

    (d) Interests

        The Bar Date does not apply to the filing of proofs of
        equity interest in Spiegel or any other Debtor.  However,
        any equity security holder that has a "claim" arising out
        of the ownership of an equity interest in Spiegel, or
        arising out of the purchase or sale of the interest, must
        file the claim by the Bar Date.

    (e) Previously Allowed Claims

        Any person whose claim has been previously allowed by a
        Court order will not be required to file a proof of
        claim by the Bar Date.

    (f) Claims That Have Been Paid

        Any person whose claim has been previously paid by the
        Debtors will not be required to file a proof of claim by
        the Bar Date.

    (g) Claims Against Non-Debtor Affiliates

        Any entity that holds a claim solely against First
        Consumers National Bank or any other non-debtor affiliate
        will not be required to file a proof of claim by the Bar
        Date.

Claims relating to executory contracts or unexpired leases that
have been rejected by the Debtors must be filed on or before the
later of:

   (i) 30 days after the effective date of the rejection of the
       executory contract or unexpired lease;

  (ii) 30 days after the date of the entry of a Court order
       approving the rejection of the executory contract or
       unexpired lease; or

(iii) the Bar Date.

                    How to File a Proof of Claim

Creditors and interest holders are required to deliver the Proof
of Claim Form:

    -- If sent by regular mail, addressed to:

              United States Bankruptcy Court
              Southern District of New York
              Bowling Green Station
              P.O. Box 5129
              New York, NY 10004-5129

    -- If filed in person or by courier service or hand delivery,
       to:

              United States Bankruptcy Court
              Southern District of New York
              One Bowling Green, Room 534
              New York, NY 10004-5129

The Form must be appropriately completed and signed, so as to be
received by the Bar Date, or other applicable date.  The Debtors
will not accept Proof of Claim forms sent by facsimile or
telecopy.  All Proofs of Claim will be deemed timely filed only
if actually received by the Court by the Bar Date or other
applicable date.

All Proofs of Claim also must specifically identify the particular
Debtor against which the claim is asserted.  All creditors
asserting claims against more than one Debtor must file separate
Proof of Claim Forms against each Debtor.  Otherwise, the claims
will be deemed improperly filed pursuant to Bankruptcy Rule
3003(c).  The Debtors further advise that, in the event they amend
or supplement the Schedules, they will give notice of the
amendment or supplement to the affected claimholders.  This will
afford those claimholders an extension of 30 days from the date
the notice is given to file a proof of claim, if necessary, or be
forever barred. (Spiegel Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


STELCO INC: Jim Alfano Retires as Company President and CEO
-----------------------------------------------------------
Stelco Inc. announced that Mr. Jim Alfano, President and Chief
Executive Officer, has decided to retire.  Mr. Fred Telmer,
Chairman of Stelco Inc.'s Board of Directors, stated that "Jim
Alfano's leadership, determination and dedication over his 30-year
career and particularly during the past seven years as the
Company's President and CEO made a very significant contribution
to the Corporation".

To accommodate Mr. Alfano's request for an immediate departure to
pursue other interests the Board of Directors announces the
appointment of Mr. F.H. Telmer as President and Chief Executive
Officer.  Mr. Telmer will serve on an interim basis heading a
transition team which will assume the duties and responsibilities
of Mr. Alfano. The Board of Directors announced that the search
for a new Chief Executive Officer to replace Mr. Alfano is
underway. The Board also appointed Mr. Richard Drouin as Chairman
of the Board, relieving Mr. Telmer of his responsibilities as
Chairman of the Board to enable him to focus on executive
transition.

Mr. Telmer is well-known in Stelco circles having served as Chief
Executive Officer from 1991 to 1997.

Mr. Telmer noted that Stelco will focus its attention around a
revitalization and restructuring plan to further strengthen the
business against cyclical risks.

Stelco Inc. is Canada's largest and most diversified steel
producer. Stelco is involved in all major segments of the steel
industry through its integrated steel business, mini-mills, and
manufactured products businesses. Stelco has a presence in six
Canadian provinces and two states of the United States.
Consolidated net sales in 2002 were $2.8 billion.

                          *   *   *

As previously reported, Standard & Poor's Ratings Services lowered
its long-term corporate credit rating on integrated steel producer
Stelco Inc. to 'B' from 'BB-', senior unsecured debt rating to
'B-' from 'BB-', and subordinated debt to 'CCC+' from 'B'. At the
same time, the ratings were removed from CreditWatch, where they
were placed April 29, 2003. The outlook is negative.


TIME WARNER TELECOM: Red Ink Continued to Flow in Second Quarter
----------------------------------------------------------------
Time Warner Telecom Inc. (Nasdaq: TWTC), a leading provider of
metro and regional optical broadband networks and services to
business customers, announced its second quarter 2003 financial
results, including $162.8 million in revenue, $50.2 million in
EBITDA(1), and a net loss of $29.0 million.

"Our discipline and focus on long-term success continue to
strengthen our leadership position as a competitive service
provider," said Larissa Herda, Time Warner Telecom's Chairman, CEO
and President.  "Our strategic goal to increase revenue from end-
user customers has been successful, with a 26% net increase in
end-user revenue in the second quarter of this year versus last
year.  However, this growth has been offset by disconnects from
our largest customer, WorldCom, as well as other carriers.  While
disconnects continue, they averaged more than a third lower in the
first half of 2003 than in the same period last year, excluding
the impacts of WorldCom.  We continue to generate strong EBITDA
and margins.  The health of our revenue is demonstrated through
strong accounts receivables and cash collections, resulting in
lower bad debt expense and a decrease in our days sales
outstanding."

                   Results from Operations

Revenue

Revenue for the quarter was $162.8 million, as compared to $184.6
million for the same period last year.  The largest components of
the quarterly decrease resulted from a reciprocal compensation
settlement of $13.9 million in the second quarter of last year and
a 29% decrease in intercarrier compensation year-over-year.  For
the quarter, data and internet services revenue increased 10%,
dedicated transport revenue decreased 4%, and switched services
revenue decreased 2%, as compared to the same period last year.
The decrease in intercarrier compensation primarily reflects
mandated rate reductions as well as fewer minutes of use related
to disconnects.

EBITDA and Margins

EBITDA for the quarter was $50.2 million, reflecting a 6% decrease
from the same period last year.  Excluding the reciprocal
compensation settlement from the second quarter of last year,
EBITDA increased 28%.

EBITDA margin improved to 31% for the quarter.  This compares to
29% for the second quarter of 2002, or 23% excluding the
reciprocal compensation settlement.  Gross margin was 60% for the
quarter.  This compares to 61% for the second quarter 2002, or 57%
excluding the settlement.

The current quarter margins reflect the Company's effort to reduce
costs including a decrease in headcount, decreased carrier costs,
reduced bad debt expense as well as other cost efficiency
measures.  The cost savings for the quarter resulted in a 20%
decrease in selling, general and administrative costs and a 10%
decrease in operating costs from the same period last year.

The Company utilizes a fully burdened gross margin, including
network costs, national IP backbone costs and personnel costs for
customer care, provisioning, network maintenance, technical field
and network operations.

Net Loss

The Company reported a net loss of $29.0 million for the second
quarter of 2003, as compared to a net loss of $30.8 million for
the same period last year.  The net loss narrowed primarily due to
lower depreciation and amortization, which was offset by lower
EBITDA.

Capital Expenditures

Capital expenditures for the quarter were $27.9 million, as
compared to $30.1 million for the same period last year.  The
Company has revised its guidance for 2003 capital expenditures to
$150 million from $200 million. "Our stated goal to add more on-
net buildings and expand our network reach remains in place," said
David Rayner, Time Warner Telecom's Senior Vice President and
Chief Financial Officer.  "However, the spending cycle is being
delayed into 2004 relative to our original plan, primarily due to
the physical logistics of adding buildings."

Operating Highlights

As of June 30, 2003, the Company reported $505.2 million in cash
and marketable securities.  The Company is in compliance with all
its financing agreements.

The Company continued to experience high levels of customer
disconnects and bankruptcies associated with the overall economic
environment. Disconnects in the quarter resulted in the loss of
$3.1 million in monthly revenue, including $0.9 million related to
WorldCom, compared to $3.7 million of monthly revenue from
disconnects experienced in the first quarter 2003 with $1.7
million related to WorldCom.  Disconnects for the second quarter
of 2002 totaled $4.0 million.

Approximately $11.9 million of revenue in the second quarter was
from WorldCom, as compared to approximately $14.8 million in the
first quarter of 2003, and $20.9 million in the second quarter of
last year.  The $9.0 million reduction in revenue from WorldCom as
compared to the second quarter of last year impacted dedicated
transport services, switched services, and data and internet
revenue by $1.8 million, $2.5 million, and $4.5 million,
respectively, with a minor impact on intercarrier compensation.
"While the decrease in revenue in the second quarter was at the
low end of our previous estimate of $3 to $5 million, this
primarily reflects a delay of disconnects," said Rayner.
Correspondingly, the Company expects an additional decrease in
revenue from WorldCom of approximately $4 million in the third
quarter of 2003.

Initiatives

In early 2003, the Company launched several growth-enabling
initiatives to expand its network and sales reach.  These
initiatives include increasing the sales force, engaging in joint
marketing activities, launching new data and IP products, and
increasing network investments in existing markets.

The Company has increased its sales force by over 20% in the first
half of 2003, which is solid progress against the goal of growing
the sales force nearly 30% for the year.

The Company is expanding its networks to reach more customer
buildings and to continually add new products and services that
ride over its networks. Time Warner Telecom has broadly deployed
its Metro Ethernet, or Native LAN, services to reach more customer
locations.  The year-over-year quarterly increase in data and
internet revenue of 10% demonstrates the Company's success to
date.  "Native LAN is opening doors to new customers," said Herda.
"In addition, we are beta testing another new product, IP Centrex,
which we believe will provide further opportunities in the
future."

Conclusion

"The underlying strength in our business, as evidenced by growth
in our data and internet revenue as well as the significant
increase in our end-user revenue, is validation of our strategic
focus and direction," said Herda. "Growth will not return
overnight, and we are mindful of ongoing challenges in the near
future especially the continuing issues facing the telecom sector,
pricing pressure on our most mature products, and ongoing
disconnects.  It is our intention that our 2003 initiatives will
serve as the springboard for growth in 2004.  As a result, we are
making selective investments while wisely managing our cost
structure.  We are focused on customer opportunities, product
initiatives and cost efficiencies to keep us on the path of long-
term growth," concluded Herda.

Time Warner Telecom Inc. (S&P/B/Negative), headquartered in
Littleton, Colo., delivers "last-mile" broadband data, dedicated
Internet access and voice services for businesses in 44 U.S.
metropolitan areas.  Time Warner Telecom Inc., one of the
country's premier competitive telecom carriers, delivers fast,
powerful and flexible facilities-based metro and regional optical
networks to large and medium customers.  Visit
http://www.twtelecom.comfor more information.


TITAN: Consolidates Tire Manufacturing into Des Moines Facility
---------------------------------------------------------------
Titan Tire, a subsidiary of Titan International, Inc. (NYSE: TWI),
is consolidating all tire manufacturing into its principal tire
facility located in Des Moines, Iowa. The Brownsville, Texas,
location will continue as a distribution and warehouse center for
Titan, however, production will be suspended until market demand
requires additional capacity. The majority of the costs related to
the consolidation will occur in the second and third quarters of
2003.

Prior to the 1998 labor strikes, Titan Tire was pursuing an
aggressive plan to increase production capacity which included
buying control of bankrupt Fidelity Tire in Natchez, Mississippi,
which has been idled since early 2001, and building a one-million
square foot factory in Brownsville, Texas. Following the
resolution of the 40-month labor strike and corporate campaign
against the company, Titan has been steadily increasing efficiency
at the Des Moines tire facility. Titan decided to consolidate all
tire manufacturing to Des Moines until that facility is operating
near its full capacity. The company is maintaining adequate
capacity to meet current and future demands without additional
planned capital expenditures.

The agricultural and construction markets have not experienced the
forecasted growth in 2003 and the new farm bill has not
significantly impacted equipment sales this year but an increase
is expected in 2004. Growth has been slowed by additional pricing
pressure from imports. The weak U.S. dollar should improve this
situation over the next six months.

"The North American large farm equipment market has been in a
slump since 1998. For example in 1997, approximately 9,000 four-
wheel drive large tractors were sold. Last year, however, there
were fewer than 4,000 sold. In terms of wheels and tires, that
amounts to a decrease of more than 40,000 units," explained
Maurice Taylor Jr., Titan president and CEO. "The utility and
compact tractor sales, however, are holding up surprisingly well."

New wheels and tires developed and tested during the past year are
expected to generate increased sales for the company in 2004.
Titan's costs are competitive in the industry and the company is
now concentrating on building market share and profitability.
Expertise in both wheel and tire engineering allows Titan to enjoy
a unique competitive advantage while providing assemblies best
suited for the needs of equipment users.

"The United Steelworkers of America strikes and their corporate
campaign damaged Titan's financial position, but building wheels
and tires that provide the best value while generating a profit
will allow the company to move forward and increase Titan's stock
price to more accurately reflect the value of the company. Titan's
book value today is approximately five times our share price
therefore we need to produce results," stated Taylor.

Titan is a global supplier of mounted wheel and tire systems for
off-highway equipment used in agriculture,
earthmoving/construction, and consumer (i.e. all terrain vehicles
and trailers) applications. Titan has manufacturing and
distribution facilities worldwide.

As reported in Troubled Company Reporter's June 16, 2003 edition,
Standard & Poor's Ratings Services revised its outlook on Titan
International Inc. to negative from stable. In addition, Standard
& Poor's affirmed its 'B-' corporate credit rating and the 'CCC'
rating on the company's $137 million of senior subordinated notes.

The outlook revision reflects Titan's weak operating results
during the first quarter of 2003 and the expectation that results
will remain weak in the near to intermediate term. Credit
protection measures remain very weak, with total debt to EBITDA of
more than 10x and EBITDA interest coverage of about 1x for the 12
months ended March 31, 2003.


UNIFAB INTERNATIONAL: Liquidator Appointed in Allen Process Unit
----------------------------------------------------------------
On June 12, 2003, at a meeting of the creditors of Allen Process
Systems Limited, Mr. Tony Freeman of Tony Freeman & Company, New
Maxdov House, Manchester, England was appointed as Liquidator of
Allen Process Systems Limited, located in London, England, for the
purposes of ceasing and voluntarily winding up operations of that
company.

Mr. Freeman's appointment was ratified by Unifab International,
Inc., the sole shareholder of APS Limited. APS Limited was
acquired by the Company in June 1998 and has provided engineering
and project management services for process systems mainly to
Europe and the Middle East. Allen Process Systems, LLC, a wholly
owned subsidiary of the Company will provide these services in the
future. The Company does not expect that ceasing and winding up
operations of APS Limited will have a material impact to the
consolidated financial statements of the Company.

UNIFAB International, Inc., is a custom fabricator of topside
facilities, equipment modules and other structures used in the
development and production of oil and gas reserves.  In addition,
the Company designs and manufactures specialized process systems,
refurbishes and retrofits existing jackets and decks and provides
design, repair, refurbishment and conversion services for oil and
gas drilling rigs.

                         *    *    *

As previously reported in the Troubled Company Reporter, revenue
levels for the Company's structural fabrication, process system
design and fabrication and international project management and
design services are approximately forty percent of those in the
same period last year. During the first nine months of the year,
the Company has experienced reduced opportunities to bid on
projects and was eliminated from bidding on various projects as a
result of the substantial deterioration of the Company's financial
condition and results of operations experienced during the 2001
fiscal year.

Further, the Company was unable to post sufficient collateral to
secure performance bonds and as a result was unable to qualify to
bid on various contracts. At September 30, 2002, backlog was
approximately $4.2 million. On August 13, 2002 the Company
completed a debt restructuring and recapitalization transaction
with Midland substantially improving the financial position,
working capital and liquidity of the Company. Since August 13,
2002, there has been a substantial increase in proposal activity
in the Company's main fabrication and process equipment markets.
In addition, the Company's capacity to provide performance bonds
on projects has improved significantly. As a result, backlog at
December 17, 2002 was approximately $24.2 million.


UNOVA INC: Reports Weaker Financial Results for Second Quarter
--------------------------------------------------------------
UNOVA, Inc. (NYSE:UNA) -- http://www.unova.com-- announced
results for the second quarter of 2003.

"Our strong revenue and profit margin growth reflects the
considerable operating leverage in our business model and
Intermec's excellent market presence," said Larry D. Brady, CEO.
"Our pursuit of an Asian alliance strategy at IAS has yielded its
first tangible result with a large order for a flexible automotive
production system."

For the second quarter of 2003, UNOVA reported a net loss of $0.8
million on revenues of $292.1 million. This compares to net
earnings of $22.3 million, or $0.38 per diluted share, on revenues
of $355.2 million for the second quarter of 2002.

During the second quarters of 2003 and 2002, the Company settled
intellectual property disputes regarding its smart battery
patents. In the second quarter 2003, IP settlements resulted in
$7.2 million of revenues and $5.3 million in operating profit, a
$28.2 million decrease in IP-related operating profit from the
comparable prior-year period. Second quarter 2003 segment
operating profit from product and service revenues increased $2.8
million from the prior-year comparable quarter.

Special charges of $0.9 million, related to the ongoing
consolidation of two IAS divisions and the relocation of the
Company's headquarters, affected pre-tax operating results for the
second quarter of 2003.

UNOVA's net debt (defined as total debt less cash and cash
equivalents) was reduced $15.4 million during the second quarter
2003 to $5.5 million primarily due to continued positive cash
generation from operations and the IP settlements.

For the first six months of 2003, UNOVA reported a net loss of
$15.7 million on revenues of $565.8 million. This compares to net
earnings of $4.1 million on revenues of $647.6 million in the same
period during 2002.

                    Automated Data Systems

In the second quarter of 2003, revenues at the Company's ADS
segment, comprising Intermec Technologies, were $179.0 million.
ADS revenues for the comparable second quarter of 2002 were $198.0
million. The ADS segment recorded a $21.5 million operating profit
for the second quarter 2003 compared to an operating profit of
$37.9 million for the second quarter of 2002.

For the first six months of 2003, ADS revenues were $341.9 million
and operating profit was $30.5 million compared to $338.3 million
and $37.2 million, respectively, for the comparable period in
2002.

ADS' second quarter 2003 product and service revenues of $171.8
million represent 12 percent growth from the second quarter 2002.
Core 'Systems & Solutions' and Printer/Media product revenues both
grew more than 11 percent on a comparable quarter basis while
Service revenues grew 16 percent.

Revenue performance in international markets was particularly
strong. Compared to the second quarter of 2002, sales in the EMEA
region grew 40 percent and sales in Asia/Pacific, Latin America
grew 50 percent, and North American revenues declined four
percent. Favorable foreign currency exchange rates contributed
approximately $9.0 million of the revenue increase from the
comparable quarter of 2002.

Operating margin on ADS product and service revenues was 9.4
percent in the second quarter 2003, more than three times greater
than the comparable prior-year quarter. The improvement resulted
from a 1.8 point increase in product and service gross margins
combined with a 4.7 point reduction in selling, general and
administrative expense versus the second quarter of 2002.

During the quarter and less than two years since its introduction,
Intermec's popular 700 Series handheld computer surpassed 100,000
cumulative units sold, representing the fastest sales growth of a
handheld computer in the company's history. The 700 Series is the
only rugged handheld computer certified to operate on seven
wireless data networks in North America including Sprint, ATT
Wireless, Verizon, T-Mobile, Bell Mobility, Telus and Rogers ATT.

                    Industrial Automation Systems

The Industrial Automation Systems segment reported an operating
loss of $9.9 million on revenues of $113.1 million for the second
quarter of 2003, compared to an operating loss of $0.9 million on
revenues of $157.2 million for the second quarter of 2002.

For the first six months of 2003, IAS revenues of $223.8 million
resulted in a loss of $20.3 million, compared to $309.3 million of
revenue and a $1.0 million operating loss in the first half of
2002.

In June, IAS's Asian alliance strategy directly resulted in an
order to supply a complete engine machining and assembly system to
Hyundai Motor Manufacturing Alabama, LLC. The new lines will
produce up to 200,000 new 3.3 liter V-6 engines per year for
Hyundai's next-generation designs of the popular Sonata sedan and
the Santa Fe sport utility vehicle for North America.

Backlog for all IAS businesses is $285.7 million at June 30, 2003,
$50.7 million greater than the end of 2002. While this is the
second sequential improvement in backlog, the Company's outlook
for orders and revenues continues to be cautious, tempered by an
on-going recession in manufacturing among traditional North
American customers.

                         Corporate Events

In May, UNOVA's board of directors named Lydia H. Kennard,
executive director of Los Angeles World Airports Authority, as its
eighth independent member. During the quarter, the Company named
Robert T. Smith, formerly of Valspar Corporation, as president of
its IAS segment. The Company also completed the move of its
corporate headquarters to Everett, Wash.

UNOVA is a leading supplier of mobile computing and wireless
network products for non-office applications and of manufacturing
systems technologies primarily for the automotive and aerospace
industries.

As reported in Troubled Company Reporter's July 4, 2003 edition,
Fitch Ratings upgraded UNOVA Inc.'s senior unsecured rating to 'B-
' from 'CCC'. The Rating Outlook is Stable. The change in the
rating reflects UNA's strengthening its balance sheet by reducing
debt levels through a pension reversion, asset sales, reduction of
net working assets, and a series of patent settlements. Also, high
level of liquidity and improved operating performance support the
rating.


US AIRWAYS: Q2 Earnings Results Reflect $214MM TSA Reimbursement
----------------------------------------------------------------
US Airways Group, Inc., reported net income of $13 million for the
second quarter 2003. This compares to a net loss of $248 million
for the second quarter 2002.

Pre-tax income for the second quarter 2003 was $26 million
compared to a pre-tax loss of $259 million in the second quarter
of 2002. Results for the current quarter reflect a number of
unusual items, described in Note 4 below, including a $214 million
cash payment from the Transportation Security Administration (TSA)
under the 2003 Emergency Wartime Supplemental Appropriations Act.

Excluding the unusual items, the loss before income taxes was $154
million for the second quarter of 2003, compared to a pre-tax loss
of $250 million in the second quarter of last year. This
improvement of $96 million year-over-year includes $92 million of
non-cash stock-based compensation expenses related to stock
granted to employees covered by collective bargaining agreements
in connection with the company's emergence from bankruptcy on
March 31, 2003. If excluding this stock charge, year-over- year
improvement is $188 million. The relative improvement reflects the
cost reductions put in place during the Chapter 11 reorganization,
partially offset by lower passenger revenues and higher fuel
costs.

"These results echo what virtually every major network carrier
experienced in the second quarter through a combination of a weak
economy and the impact of the Iraqi War," said David N. Siegel, US
Airways president and chief executive officer. "Nevertheless, we
have made great strides in executing the key elements of our
restructuring plan related to increasing revenue, reducing costs,
and improving liquidity, all against the backdrop of a challenging
industry environment."

The second quarter 2003 US Airways mainline Revenue per Available
Seat Mile (RASM) of 11.08 cents was up 1.1 percent compared to the
second quarter of 2002. US Airways' mainline Passenger Revenue per
Available Seat Mile (PRASM) of 9.88 cents was up 0.4 percent year-
over-year for the quarter, while the rest of the industry* was up
0.1 percent. US Airways outpaced the industry* in year-over-year
PRASM performance by 0.3 percentage points. This was driven by a
1.9 percentage point superior performance in the domestic market,
partially offset by weaker transatlantic routes. While industry
revenue performance remains weak, for the quarter, US Airways
regained a domestic PRASM premium relative to the industry*,
adjusted for length of haul, for the first time since the fourth
quarter of 1999.

"As the industry began to recover from the impact of the Iraqi
War, passenger loads built steadily throughout the quarter and
June's load factor was a record for any month in the history of
the company," said B. Ben Baldanza, US Airways senior vice
president of marketing and planning. "Our initiatives to
strengthen revenue are clearly enhancing our performance relative
to the industry, but the industry revenue environment as a whole
continues to be weak as the industry 'buys' its load factor with
lower prices."

Available Seat Miles (ASMs) declined 11.0 percent, while Revenue
Passenger Miles (RPMs) for the quarter declined 10.5 percent,
resulting in a passenger load factor of 75.4 percent, a year-over-
year increase of 0.3 percentage points. For the second quarter, US
Airways Inc.'s mainline operations carried 10.9 million
passengers, a decline of 16.4 percent compared to the same period
of 2002. The second quarter 2003 yield of 13.10 cents was down 0.1
percent from the same period in 2002.

The mainline Cost per Available Seat Mile (CASM), excluding fuel
and unusual items, of 10.75 cents for the quarter decreased 2.2
percent versus the same period of 2002. Mainline CASM includes $92
million or 0.71 cents per ASM of stock-based compensation related
to stock grants given to US Airways' organized labor groups.
Absent this stock charge, year-over-year CASM, excluding fuel and
unusual items, declined 8.6 percent. CASM, excluding fuel and
unusual items, provides management and investors the ability to
measure and monitor US Airways' performance absent the significant
price volatility of fuel and is more indicative of the company's
operating performance.

For the quarter, US Airways continued to demonstrate strong
operating reliability. The carrier's mainline departure completion
factor for the quarter was 99.6 percent, and its on-time arrival
performance averaged 81 percent for the three-month period. Along
with a record load factor for the month of June, self-service
check-in kiosk usage by customers is now at 54 percent of all
eligible electronic ticketed passengers. US Airways now has 435
kiosks located in 81 airports systemwide and has implemented
curbside boarding pass capabilities at its hubs in Charlotte,
Philadelphia, and Pittsburgh, with additional locations to be
added soon.

The cost of aviation fuel per gallon, including taxes, for the
period was 84.9 cents, up 22.5 percent from the same period in
2002.

US Airways Group ended the quarter with total restricted and
unrestricted cash of $2.0 billion, including $1.42 billion in
unrestricted cash, cash equivalents and short-term investments.
This represents a $157 million increase in unrestricted cash
during the quarter.

"We are encouraged by the fact that our liquidity position
relative to the industry remains superior despite significant debt
issuance and asset sales by other airlines in the second quarter,"
said Neal S. Cohen, US Airways executive vice president of finance
and chief financial officer. "The industry outlook, however,
continues to remain uncertain and we must remain focused on
reducing costs in this revenue environment."

Highlights from the second quarter include:

* Adjusted for length of haul, US Airways achieved PRASM at 100.4
  percent of industry* average, its first quarterly premium since
  1999.

* Through US Airways' marketing alliance with United Airlines,
  customers now can fly on 2,400 combined codeshare flights to
  about 120 cities. US Airways Dividend Miles members and United
  Mileage Plus members also can reserve and redeem award travel on
  either carrier.

* US Airways signed a Memorandum of Understanding with Lufthansa
  Airlines, covering the establishment of a long-term strategic
  alliance, with implementation and codesharing to begin in
  October 2003.

* US Airways was invited to join the Star Alliance, the largest
  airline alliance in the world. Implementation is scheduled to
  begin in early 2004, and will bring customers better service
  with each of the 16 member airlines through check-in, reciprocal
  frequent flyer benefits and airport lounge access, as well as
  codesharing relationships with certain of the carriers.

* US Airways placed the industry's largest-ever firm order for
  regional jet aircraft from Bombardier Aerospace of Canada and
  Embraer of Brazil. The first aircraft delivery is scheduled for
  October 2003. US Airways' MidAtlantic Airways division will be
  the launch customer for the Embraer 170/175 series of aircraft.

* In partnership with the city of Philadelphia, US Airways opened
  the most modern international gateway airport in the U.S., and
  also inaugurated new European service between Philadelphia and
  both Shannon and Dublin, Ireland.

* US Airways announced new service this quarter to San Jose, Costa
  Rica, and Mexico City, both scheduled to start in the fall of
  2003. The airline also announced nearly a dozen new routes or
  additional frequencies to the Caribbean for the upcoming winter
  travel season. US Airways and US Airways Express along with the
  GoCaribbean Network partners now provide access to over 30
  destinations in the Caribbean and Latin America.

* US Airways enhanced usairways.com, with the addition of
  electronic upgrades, flight check-in, ticket re-issues, and
  Dividend Miles award redemption.

* US Airways was the first major U.S. airline to roll out a buy-
  on-board meal service system wide. The In-flight Cafe meal
  service is on 324 domestic flights of 700 miles or more,
  representing 25.4 percent of all daily mainline departures.


WABASH NATIONAL: Prices $100MM Conv. Sr. Unsecured Note Offering
----------------------------------------------------------------
Wabash National Corporation (NYSE: WNC) has entered into an
agreement, subject to standard closing conditions, for the sale of
$100 million of 3.25% convertible senior unsecured notes due 2008
in a Rule 144A offering.  Wabash National has granted the Initial
Purchasers a 30-day option to purchase up to an additional $25
million of notes.  The transaction is expected to close on or
about August 1, 2003.  Wabash National intends to use the net
proceeds from this offering to repay a portion of its outstanding
indebtedness.

The notes will be convertible under certain circumstances into
shares of Wabash National's common stock at an initial conversion
rate of 52.0833 shares per $1,000 principal amount of notes.  This
represents a conversion price of $19.20 per common share, or a
conversion premium of 25%.  The notes bear interest at 3.25% per
annum payable semi-annually.

The notes and the shares of common stock of Wabash National
issuable upon the conversion of the notes have not been registered
under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration.

Wabash National Corporation designs, manufactures, and markets
standard and customized truck trailers under the Wabash(TM) brand
name.  The Company is one of the world's largest manufacturers of
truck trailers and a leading manufacturer of composite trailers.
The Company's wholly owned subsidiary, Wabash National Trailer
Centers, is one of the leading retail distributors of new and used
trailers and aftermarket parts throughout the U.S. and Canada.

Wabash National Corp.'s March 31, 2003 balance sheet shows that
its total current liabilities exceeded its total current assets
by about $205 million.

As reported in Troubled Company Reporter's April 16, 2003 edition,
Wabash National completed the amendment of its credit facilities,
which includes its revolving line of credit, its senior notes, its
receivables facility and its lease facility. The amendment revises
certain of the Company's financial covenants and adjusts downward
the required monthly principal payments during 2003.

In another previous report, the Company said it was not prepared
to predict that first quarter results, or any other future
periods, would achieve net income, and did not expect to announce
further results before the first quarter would be completed, given
the softness in demand and other factors.

The Company remains in a highly liquidity-constrained environment,
and even though its bank lenders have waived current covenant
defaults, there is no certainty that the Company will be able to
successfully negotiate modified financial covenants to enable it
to achieve compliance going forward, or that, even if it does, its
liquidity position will be materially more secure.


WEIRTON STEEL: Balks at U.S. Steel's $1MM Claim Payment Request
---------------------------------------------------------------
Weirton Steel Corporation and U.S. Steel Corporation entered into
a 1996 Coke Sale Agreement and are also parties to a Memorandum of
Understanding.  Pursuant to the MOU, the Debtor is obligated to
purchase and U.S. Steel is obligated to sell a base volume of
750,000 natural net tons of screened metallurgical blast furnace
coke at $117 per net ton FOB loaded railcar -- Clairton Works.

James H. Joseph, Esq., at McGuireWoods LLP, in Pittsburgh,
Pennsylvania, relates that unlike other domestic steel producers,
the Debtor does not own a coke source.  U.S. Steel supplies the
Debtor with approximately 70% of its total coke requirements,
with a second supplier providing the remaining 30%.

Notwithstanding their Coke supply relationship, U.S. Steel and
Weirton are direct competitors.  In fact, they are the first and
second largest domestic producers of tin mill products.  With its
recent acquisition of substantially all assets of National Steel
Corporation, U.S. Steel's domestic market share of tin mill
products now exceeds 60%.  The Debtor's current domestic market
share with respect to tin mill products is approximately 28%.

In May 2003, U.S. Steel sent the Debtor a Reclamation Demand
pursuant to Section 2-702 of the Uniform Commercial Code and
Section 546(c) of the Bankruptcy Code demanding the return of
$1,059,709 worth of coke it allegedly supplied to the Debtor 10
days prior to the Petition Date.

Subsequently, U.S. Steel filed its Reclamation Motion.  Richard
Kinney, the Debtor's Manager in Sales and Purchase Accounting,
explains that with respect to the coke U.S. Steel delivered and
subject to the Reclamation Motion, all of the coke at issue was
consumed in the Debtor's blast furnaces prior to May 19, 2003.
The Debtor specifically denies U.S Steel's allegations that the
coke was in the Debtor's possession as of May 19, 2003 and that
it converted the coke after receiving the Reclamation Demand.

Because the Debtor consumed all of the coke at issue prior to
May 19, 2003, Mr. Joseph points out, U.S. Steel cannot establish
a prima facie valid reclamation claim, and the Reclamation Claim
must be denied.  To the extent that the Court cannot conclude
that the Debtor consumed all the coke prior to May 19, 2003, U.S.
Steel should be treated in the same manner and according to the
same procedures as any other supplier that asserts a reclamation
claim.

Accordingly, the Debtor asks the Court to deny U.S. Steel's
request, or alternatively, defer any ruling on the Reclamation
Motion and instead address it in the context of the Reclamation
Procedures. (Weirton Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WELLMAN INC: S&P Revises Outlook to Neg. over Lower Q2 Profits
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Wellman
Inc., to negative from stable following the company's announcement
of significantly lower profitability during the second quarter of
2003.

Standard & Poor's said that at the same time it affirmed its 'BB+'
corporate credit rating on the company. Wellman, based in
Shrewsbury, New Jersey, is a producer of polyester staple fibers
and polyethylene terephthalate resins and has about $168 million
of reported debt outstanding.

"The outlook revision follows lower than expected profitability
for PET during the second quarter resulting in unexpected
deterioration to the financial profile and concerns that
challenging business conditions may forestall efforts to improve
credit quality this year," said Standard & Poor's credit analyst
Franco DiMartino. The recent startup of two large-scale PET plants
in the North American market, representing an increase of
approximately 14% to regional capacity, occurred ahead of market
expectations. These developments, combined with higher raw
material costs and the negative impact on demand from adverse
weather conditions in the northeastern U.S., served to dampen
profits during the normally strong second quarter. "Looking
forward," said Mr. DiMartino, "Wellman may also be challenged to
remain in compliance with minimum profitability levels required in
its bank credit agreement, should operating profitability for
the remainder of the year fail to stabilize in line with
expectations."

Standard & Poor's said that its ratings on Wellman Inc. reflect a
below-average business risk profile that recognizes its leading
positions in the polyester staple fiber and PET segments of the
polyester market, tempered by inherent industry cyclicality and an
increasingly narrow product focus. Moderate financial policies and
still-sufficient availability under committed and uncommitted bank
lines support the ratings.


WESTERN STATES ELECTRIC: Case Summary & 20 Unsecured Creditors
--------------------------------------------------------------
Debtor: Western States Electric, Inc.
        1925 Parkway Boulevard
        Salt Lake City, Utah 84119

Bankruptcy Case No.: 03-32610

Type of Business: Designs/builds commercial and industrial
                  electrical work.

Chapter 11 Petition Date: July 22, 2003

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Anna W. Drake, Esq.
                  Anna W. Drake, P.C.
                  215 South State Street
                  Suite 500
                  Salt Lake City, UT 84111
                  Tel: (801) 328-9792

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Platt Electric Supply       Supplier                  $779,278
PO Box 2858
Portland, OR 97208-2858

Eight District              Pension Contributions     $286,944
Electrical Benefit Fund
(NABF)
2125 West 2300 South
Salt Lake City, UT 84119

Duncan Electric             Subcontract: Concrete     $107,268

Bid D Construction Corp.    Subcontract: Concrete      $70,248

Simplex Time Recorder Co.   Supplier: Firealarm and    $64,500
                            Intrusion systems

QED                         Electrical Supplier        $46,769

Spectrum Professional       Electrical Engineering     $46,518
Services

Wheeler Power Systems       Supplier: Emergency        $44,334
                            Generators

Intermountain Electrical    Benefits Local Union #354  $34,837
Ind. Fund

Alarm Control Co.           Firealarm and Intrusion    $34,221
                            Systems

NEBF                        Union Assessments          $31,672

Liebert Corp.               Equipment Supplier         $17,777

Cache Valley Electric       Subcontract: Teledata      $15,000

Daines Goodwin & Co.        Accounting Services         $7,736

B.W. Line                   Underground high voltage    $6,322
                            work

CNA Insurance               Insurance Premiums          $4,487

Hagen Concrete Cutting      Supplier                    $3,765

Safetronics Integrated      Supplier                    $3,730
Systems

Western Concrete Sawing     Subcontrator and Supplier   $2,906
& Drill

Pension Fund Manager        Benefits for Kevin          $2,595
                            Jorgensen (unaccepted checks)


WESTPOINT STEVENS: Wins Nod to Assume 5 Alabama Power Contracts
---------------------------------------------------------------
WestPoint Stevens Inc., and its debtor-affiliates obtained the
Court's permission to assume certain executory contracts with
Alabama Power Company.

                           Backgrounder

WestPoint Stevens Inc. and its debtor-affiliates were parties to
five utility contracts with Alabama Power Company.  The Contracts
are executory in nature and govern the delivery of electric power
purchased by the Debtor from Alabama Power, as well as the related
pricing and payment terms.

Of the five Contracts, unless terminated earlier due to breach or
non-compliance with material terms, two may be terminated by
either party by giving one year prior notice and one may be
terminated by giving three month prior notice.  As to the two
remaining Contracts, unless otherwise renewed or extended by the
parties, one expires by its terms in August 2004 and the other
expires by its terms in April 2005.  The average monthly cost for
electric services under the Contracts during the past 12 months
is $1,500,000.

The pricing terms under the Contracts are favorable to the
Debtors, providing rates that are, in most instances, more
favorable than the standard non-contract published tariffs
established by the Alabama Public Service Commission for electric
services furnished to Alabama Power's other commercial and
industrial customers.  Indeed, for the past 12 months prior to the
Petition Date, the savings to the Debtors under the Contracts is
more than $3,100,000. (WestPoint Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORLDCOM: CEO/Chairman Capellas Responds to Competitors' Claims
---------------------------------------------------------------
MCI (WCOEQ, MCWEQ) responded to media reports describing claims by
its competitors that it has inappropriately handled access fees.
The following statement should be attributed to Michael D.
Capellas, MCI chairman and chief executive officer:

"[Mon]day the company met with the U.S. Attorneys Office to gain
an understanding of the nature of their inquiry.  We committed to
them our full cooperation in their efforts.  We also are
conducting our own internal analysis and are working vigorously to
gather data so that we can provide the most complete set of facts.

"As I have said all along, we will do the right thing.  We have a
zero-tolerance policy and if any wrongdoing is discovered you can
be certain that we will take appropriate action swiftly."

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business
under the MCI brand name, is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers.  With the industry's most expansive global IP backbone,
based on company-owned POPs, and wholly-owned data networks,
WorldCom develops the converged communications products and
services that are the foundation for commerce and communications
in today's market. For more information, go to http://www.mci.com


WORLDCOM INC: New Allegations Provide More Reasons for Debarment
----------------------------------------------------------------
In response to new allegations of wrongdoing by MCI, Citizens
Against Government Waste (CAGW) renewed its call for the
government to debar the company from federal contracts. The New
York Times first reported over the weekend that the Justice
Department has opened a fraud investigation into whether MCI acted
illegally by rerouting calls to avoid paying access fees to other
phone companies since 1994. Over the last decade, MCI may have
fraudulently avoided paying $1 billion in access fees.

"The recent report of additional fraudulent acts by MCI is just
one more reason why the government cannot trust the company with
taxpayer dollars," CAGW President Tom Schatz said. "They have
cheated hundreds of thousands of investors out of $180 billion and
are now accused of cheating their competitors and the government.
The government should immediately cease business with such a
disreputable company."

Calls made from at least seven government agencies, including the
State Department, the Federal Deposit Insurance Company, and the
U.S. Postal Service, as well as the office of one member of
Congress were apparently rerouted through Canada. By rerouting
calls through foreign countries, the callers are not protected by
eavesdropping laws and other security measures afforded to them in
the United States.

"It is essential, especially in a time of war and terrorism, that
the government is using the most secure telecommunications systems
available," Schatz continued. "It is outrageous that MCI,
entrusted with this responsibility, may have jeopardized national
security in favor of its bottom line. If this is the case, the
company should face serious repercussions."

CAGW has been calling for MCI's debarment from government
contracts since November, 2002 on the basis that such agreements
unnecessarily put taxpayer dollars at risk, and amount to a hidden
government bailout of the company. The taxpayer watchdog has been
running an ad campaign over the last two weeks, entitled "Crime
Doesn't Pay," demanding debarment. When Enron and Arthur Andersen
committed similar acts of fraud, the General Services
Administration (GSA) immediately debarred them from federal
contracts. A year after MCI declared bankruptcy, no action has
been taken against the company.

"With all of these allegations of wrongdoing, one has to wonder
what more MCI may be hiding," Schatz concluded. "The company has
already proven that its only concern is how much money it can
make. GSA and other government agencies need to disconnect MCI and
protect taxpayers from any more possible damage."

Citizens Against Government Waste is the nation's largest
nonpartisan, nonprofit organization dedicated to eliminating
waste, fraud, abuse, and mismanagement in government. For more
information, please visit http://www.cagw.org


WORLDCOM INC: Boycott Group Calls for CEO Capellas' Resignation
---------------------------------------------------------------
MCI/WorldCom Chairman and CEO Michael Capellas should resign in
the wake of the disclosure that the U.S. Justice Department is
likely to charge WorldCom for improperly rerouting long-distance
calls in the U.S. and Canada in order to avoid paying hundreds of
millions of dollars in access fees to other phone companies,
according to Mitch Marcus, a former WorldCom account manager and
the founder of BoycottMCI.com (formerly BoycottWorldCom.com).

Marcus said the scheme was apparently in place when Capellas
arrived, that he should have known about it as it continued under
his watch and that, as a result, the CEO should be held
responsible for "perpetuating the culture of corporate corruption"
that led earlier to the WorldCom accounting scandal, the largest
in U.S. history.

According to Marcus, "If Mr. Capellas is unaware of the
wrongdoing, he is not competent to continue his leadership of the
bankrupt telecom giant."

Marcus said: "Here they go again! This is exactly the kind of
thing that we have been warning about for more than a year now. I
asked the bankruptcy court to wait to approve the Securities and
Exchange Commission (SEC)/WorldCom settlement until all the facts
were in and the full scope of all fraud was uncovered. We tried to
raise these broader issues with Judge Rakoff and the SEC, but we
were ignored. Now that we finally know about WorldCom's latest
cooking of the books, the big question has to be asked: What else
is MCI/WorldCom hiding, when will we find out about it, and what
exactly does it take for the federal government to cease rewarding
a company that is built on a foundation of such systemic fraud and
deception?"

The BoycottMCI.com head added: "The culture of corporate
corruption runs deep at MCI/WorldCom. The fraud at the company
continues and this criminal leopard will not suddenly change its
spots. MCI should not be unleashed again on an unsuspecting
public. The courts and regulators can expect to see even more
proof that this is still the same old MCI/WorldCom. We can only
hope that they will not keep going along with the shell game that
says the 'new MCI' is not the same 'old WorldCom.'"

Marcus also acknowledged the efforts of New York Congressman
Sweeney last week to ensure new federal investigations of the
MCI/WorldCom accounting scandal.

Marcus said: "Thanks to Congressman Sweeney, the General Services
Administration is going to have to explain why it failed to debar
WorldCom. And now we have a truly independent watchdog agency, the
General Accounting Office, which has been asked for a study of the
debarment of MCI/WorldCom. With this entirely new MCI/WorldCom
scandal opening up, it is my hope that the GAO and GSA studies
will be done as quickly as possible. Today, we have even more
compelling evidence that a company of MCI/WorldCom's low repute
should be forced to take its snout out of the trough of federal
tax dollars."

Since its founding in May 2002, the Web site now known as
http://www.BoycottMCI.comhas supported a variety of steps to
highlight problems at the former WorldCom. Marcus has called for
the debarment of the troubled telecommunications company from
future federal contracts. BoycottMCI.com also has opposed efforts
by the SEC to let WorldCom off the hook with no meaningful
penalty. Earlier this year, Marcus highlighted financial issues
that were buried in reports issued by the former WorldCom.
BoycottMCI.com was established in May 2002 to: dissuade consumers,
businesses, and governmental entities from purchasing
Internet/data/ telecom services and equipment from WorldCom, Inc.
or any of its owned companies or subsidiaries; encourage retail
and institutional investors to divest of all MCI/WorldCom equities
and initiate class action; and organize grassroots effort to
encourage Federal and State investigations into WorldCom's
business practices. BoycottMCI.com founder Mitch Marcus is a
former WorldCom account relations manager, who resigned his
position due to concerns about company operations.


WORLDCOM INC: Court Clears Stipulation with ADP to Setoff Claims
----------------------------------------------------------------
Worldcom Inc., and Automatic Data Processing Inc., sought and
obtained approval of a stipulation to settle ADP's motion to lift
stay.  Terms of the stipulation are:

    A. ADP Payment: Automatic Data Processing, Inc. will pay MCI
       WorldCom Communications, Inc. $1,917,625.27 within 10 days
       of execution, and approval by the Bankruptcy Court, of this
       Stipulation.  On or before July 22, 2003, ADP will send the
       payment application instructions, which will include the
       invoice number, account number, and amount of the invoice,
       supporting the $1,917,625.27 payment.

       This $1,917,625.27 payment will be applied to the oldest
       open undisputed invoices first.  The Debtors reserve the
       right to dispute, object to, and contest ADP's payment
       application instructions.

       Each of the ADP entities will also pay, in accordance with
       the terms of the parties' agreements and the applicable
       invoices, all additional amounts that are or become due and
       owing by them to any of the Debtors, and that are not
       captured by the above-referenced wire transfer.  Nothing in
       this section is intended to nor will waive, alter, or amend
       in any way the parties' rights and obligations under their
       contracts and invoices.

    B. Setoff: The Debtors agree to lift the automatic stay only
       to the extent necessary and solely to allow Automatic Data
       Processing, Inc. to setoff $100,000 of the prepetition debt
       it owes for services provided under the Global Services
       Agreement, as amended.  Within 20 days of execution, and
       approval by the Bankruptcy Court, of this Stipulation, ADP
       will send the payment application instructions, which will
       include the invoice number, account number, and amount of
       the invoice, supporting the $100,000 setoff.

       ADP will only be entitled to apply this $100,000 setoff to
       prepetition amounts owed.  The Debtors reserve the right to
       dispute, object to, and contest ADP's payment application
       instructions.

    C. Unsecured Claims: ADP Investor Communication Services will
       receive:

         (i) a $2,258,740.32  allowed, prepetition, nonpriority,
             unsecured claim solely in the WorldCom, Inc.
             Bankruptcy (Case No. 02-13533);

        (ii) a $9,932.78  allowed, prepetition, nonpriority,
             unsecured claim solely in the Business Internet, Inc.
             Bankruptcy (Case No. 02-42188); and

       (iii) a $76.40 allowed, prepetition, nonpriority, unsecured
             claim solely in the Intermedia Communications Inc.
             Bankruptcy (Case No. 02-42154).

       The Unsecured Claims are subject to and governed by the
       orders, procedures, laws, and rules applicable to the
       Debtors' Chapter 11 cases.

    D. ADP's Claims: ADP has no claims of any kind, aside from the
       Unsecured Claims, against any of the Debtors. (Worldcom
       Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


XEROX CORP: Reports Slight Decline in Second Quarter Revenue
------------------------------------------------------------
Xerox Corporation (NYSE: XRX) reported second-quarter earnings of
9 cents per share including a 5 cent previously announced charge
for the remaining unamortized fees associated with its terminated
2002 credit facility. Excluding this non-cash charge, the
company's results exceeded expectations due to continued equipment
sales improvements and disciplined cost management.

"Equipment sales growth is a leading indicator of the company's
strong presence in the marketplace and a driver for future post-
sale revenue," said Anne M. Mulcahy, Xerox chairman and chief
executive officer. "That's why Xerox has remained focused on
building and refreshing its product line with competitive
offerings in the growing digital and color markets. These
investments are clearly paying off."

Equipment sales grew 8 percent in the second quarter including a 7
percentage point currency benefit. Total revenue for the second
quarter was $3.9 billion, a decline of 1 percent from the second
quarter of 2002 including a 6 percentage point currency benefit.
The decrease is primarily driven by declining post-sale revenue
from both the company's older light lens technology as well as
moderating declines in its developing markets business. Xerox
noted that improving trends in its developing markets operations
continue, with DMO equipment sales growing 39 percent year over
year.

"Total revenue from the company's targeted growth areas - office
digital, production digital and value-added services - grew 10
percent in the quarter and now represents about 70 percent of the
company's revenue," added Mulcahy. "These results are directly
aligned with our growth strategy. We're transforming Xerox into
the industry's leading digital player with black-and-white and
color digital systems that are integrated with a robust portfolio
of services, delivering productivity improvements for our
customers through lower cost, higher quality document management."

As more businesses small to large recognize the advantages of
adding color to their documents, Xerox continues to yield strong
revenue results from its technology in the production color and
office color markets. Total color revenue was up 19 percent in the
second quarter largely due to the success of Xerox's DocuColor
series.

The company also said that second-quarter equipment installation
rates grew in key growth markets, evidence of the strong momentum
from the 26 new products launched in the past 18 months. For
example, production color installs grew 7 percent in the second
quarter led by increased demand for the Xerox DocuColor 6060
Digital Color Press.

In the office, color multifunction installs increased 64 percent
and black-and-white multifunction grew 8 percent primarily driven
by sales of the Xerox Document Centre 500 Series announced last
year. The company is also seeing the initial benefits from its new
and enhanced office products launched in the second quarter. The
new suite of CopyCentre, WorkCentre, and WorkCentre Pro offerings
has speeds ranging from 16 to 90 pages per minute and prices
starting as low as $899, reflecting the most competitive pricing
for the office in Xerox's history.

Gross margins of 42.4 percent continue to reflect operational
efficiencies. Selling, administrative and general costs declined 2
percent including an adverse impact from currency of 4 percentage
points.

Xerox reported second-quarter operating cash flow of $682 million
and its worldwide cash position was $2.3 billion as of June 30.
Debt decreased $2.5 billion in the quarter due to the company's
successful completion last month of its $3.6 billion
recapitalization plan. The recapitalization included $1.34 billion
of new equity, $1.25 billion of senior unsecured notes, and a new
$1 billion credit facility.

"From significantly strengthening our balance sheet to driving
revenue improvement in key businesses, Xerox is delivering on all
fronts," said Mulcahy. "Despite economic uncertainty, we are well
positioned to compete aggressively and continue strengthening our
business through improved year-over-year equipment sale trends and
increased revenue in important growth markets, yielding strong
results for the full year."

As reported in Troubled Company Reporter's June 24, 2003 edition,
Fitch Ratings raised Xerox Corp. and its subsidiaries' senior
unsecured debt rating to 'BB' from 'BB-', affirmed the 'B'
convertible trust preferred securities, assigned a 'B' rating to
the newly issued mandatorily convertible preferred stock, and the
new $1.0 billion bank credit facility is rated 'BBB-'. The company
is removed from Rating Watch Positive and the Rating Outlook is
Stable. Approximately $12 billion of debt is affected by Fitch's
action.

The rating actions and stable outlook reflect the company's
improved credit protection measures and adequate liquidity profile
(which is enhanced by the recent capital markets transactions),
stabilized financial performance, and simplified capital
structure. Xerox continues to execute its operating strategy and
significant cost reduction programs, and Fitch believes stable
operating performance could be achieved despite challenging
prospects for growth in the near-term. In addition, execution risk
of the remaining restructuring program is minimal and the
management team seems to have stabilized.


* Hill Wallack Plans to Relocate Main Office to Trenton, NJ
-----------------------------------------------------------
Hill Wallack, one of central New Jersey's largest law firms, will
move its main office to Trenton from Princeton.

Hill Wallack stated its intention to sign a lease agreement for
potentially 20 years with The Economic Development Corporation of
Trenton, involving a yet-to-be-constructed building on the corner
of East Front and South Broad Streets in Trenton. Financial terms
of the transaction were not disclosed.

According to the agreement, as of October 2004, Hill Wallack will
occupy approximately 45,000 square feet on the third, fourth and
fifth floors at the new 5-story building. Established in 1978,
when the firm was located off Nassau Street in Princeton, Hill
Wallack moved to Carnegie Center to accommodate its rapid growth.
Continuing expansion in recent years has included its merger with
the former West Windsor law firm of Newman and Herman, the former
Somerville Law Firm of Perl, Karpoff & Kessler, the addition of
the Government Procurement Practice Group of Patrick Kennedy, and
the addition of the Public Finance Practice Group of Paul Watter
as well as dramatic increases in the work of the firm's original
core practice groups.

"[Mon]day's decision reflects a belief by Hill Wallack's partners
that our clients will be best served through our location in the
nerve center of the State, as well as our commitment to and faith
in the economic vitality of our Capitol City," said Robert W.
Bacso, Managing Partner of the firm. "This will result in
opportunities for daily interaction with government, business and
civic leaders, which will promote the interests of our clientele
and the economic vitality of all members of our organization."

Trenton Mayor Douglas Palmer affirmed Bacso's comments. "Hill
Wallack is demonstrating a wise vision of the future. The fact
that a law firm of this size and quality is making this commitment
is a credit to both its members and the citizens of Trenton. They
will not regret it, and Trenton will benefit from it."

Hill Wallack -- http://www.hillwallack.com-- provides a full
range of comprehensive legal services, in all primary areas of
practice and litigation, to clients throughout New Jersey and the
Philadelphia/New York Metropolitan areas. Hill Wallack is one of
the largest law firms in central New Jersey, and its well-known
practice groups in Creditors' Rights/Bankruptcy, Insurance
Coverage, Land Use, Workers' Compensation, Real Estate, Community
Association Law, Construction and Business Law are complimented by
their specialties in Employment, Public Finance, Professional
Liability, Government Affairs and Administrative Law/Government
Procurement. Over the last 20 years the firm has created a
reputation for comprehensive problem solving. Its numerous clients
from the local, national and international communities rely upon
the firm for a broad range of legal services.


* Joseph J. Simons Joins Paul Weiss' Washington, DC Office
----------------------------------------------------------
Paul, Weiss, Rifkind, Wharton & Garrison LLP announced that Joseph
J. Simons will join the firm as a partner and co-chair of its
antitrust practice, resident in the Washington, DC office. He
comes to Paul, Weiss from the Federal Trade Commission, where he
served as the Commission's chief antitrust enforcer in his role as
Director of the Bureau of Competition.

Alfred Youngwood, Chair of Paul, Weiss, stated: "Joe Simons'
experience as a senior government antitrust official will add an
important dimension to the firm's significant antitrust
capabilities. We are delighted that Joe decided to join us upon
his return to the private practice of law."

Phillip Spector, head of Paul, Weiss' Washington, DC office,
added: "Joe brings precisely the type of experience and skill set
that the firm's clients expect from a Washington lawyer. His
expertise broadens the base of our strong Washington office."

Mr. Simons' recent service as the Director of the Bureau of
Competition marked his second tour of duty in a position of
responsibility at the FTC. In private practice, he handled
antitrust matters for major telecommunications, pharmaceutical,
and defense corporations, among others. Mr. Simons also previously
served as the Department of Justice's Trustee for several wireless
telephone businesses, and has represented clients in connection
with vertical and horizontal restraint cases, monopolization
cases, joint ventures and mergers and acquisitions. He has handled
major antitrust litigations involving claims brought by the
Department of Justice, the FTC and numerous state attorneys
general.

Mr. Simons received a J.D. with honors from Georgetown University
Law Center and an A.B. in Economics and History from Cornell
University.

Paul, Weiss, Rifkind, Wharton & Garrison LLP is a globally
oriented, full-service firm of approximately 500 attorneys, with
offices in New York, Washington, London, Paris, Tokyo, Hong Kong
and Beijing. From its New York City base, the firm is engaged in a
diverse international practice. The firm's core practice is
concentrated in the areas of litigation and corporate law,
including mergers and acquisitions and public and private
financing. The firm is also recognized for its activities and
experience in real estate, intellectual property, communications,
technology, new media and the Internet, entertainment, employee
benefits and executive compensation, personal representation,
antitrust, environmental regulation, tax and bankruptcy and
corporate reorganization.

* Robert Kors Heading-Up AEG Partner's New Los Angeles Office
-------------------------------------------------------------
AEG Partners, a financial advisory and management services firm
widely recognized for providing independent, senior-level advice
to troubled and distressed companies, announced today its
expansion into the western United States with the opening of a new
Los Angeles office to be led by Robert Kors.  The move will create
a presence in key markets that complements AEG's national
operations, and is in line with the company's approach to provide
all clients with active, hands-on involvement of experienced,
senior-level partners.   AEG Partners will continue to
opportunistically expand into new geographical markets to better
serve existing and future clients.  Kors joins AEG Partners
Managing Directors Lawrence Adelman, Craig Dean, and Michael
Goldsmith.

"This growth allows AEG Partners to expand our national reach, and
continue to deliver superior, senior level counsel to clients
across all key markets," commented Robert Kors.  "We plan to
continue to focus on engagements where AEG Partners can deliver
the high-quality work for which we are known."

Kors has spent the last 20 years specializing in corporate finance
both as a lawyer and as a business executive, and has been
involved in a number of distressed situations and financial
restructurings. Prior to joining AEG Partners, Kors spent almost
10 years with Roll International Corporation in numerous
capacities, including Chief Administrative Officer and Chief
Financial Officer.  Roll International companies include The
Paramount Agribusiness Group, Teleflora and The Franklin Mint.  At
Roll, Kors worked with portfolio companies in the agriculture,
direct marketing/collectibles, business services, real estate and
biotechnology industries.

Kors joined Roll from Latham & Watkins where he was a partner in
the corporate finance group, handling corporate finance, loan
workout and distressed situations.  His clients included top-tier
equity sponsors and commercial and other institutional lenders.

"We are pleased to have Robert Kors join AEG Partners," said Craig
Dean, principal and AEG Partners Managing Director. "His
impressive credentials and proven track record are widely
respected within the turnaround and restructuring community.  His
comprehensive experience will certainly be a highly valued
resource for our clients and the firm."

AEG Partners' new Los Angeles office can be reached at
(310) 460-3619.  Robert Kors can be reached directly at
rkors@AEGPartners.com

                          About AEG Partners

AEG Partners is a strategic advisory firm widely recognized for
providing independent, senior-level advice to troubled and
distressed companies through its offices in Illinois and
California.  The AEG family of companies includes: AEG
Restructuring Services, which focuses on restructuring, financial
advisory and corporate reorganization services and Chief
Restructuring Officer engagements for troubled companies as well
as the disposition of distressed real estate; AEG Real Estate
Fund, which provides investment capital as principal investor in
retail, industrial and office properties; and AEG Investors, which
focuses on the acquisition of underperforming commercial loans.
For additional information, visit http://www.aegpartners.com/


* Meetings, Conferences and Seminars
------------------------------------
July 30-Aug. 2, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton, Amelia Island, FL
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 31, 2003
   FOUNDATION FOR ACCOUNTING EDUCATION
      Bankruptcy and Financial Reorganization Conference
         New York, NY
            Contact: 1-800-537-3635 or visit www.nysscpa.org

September 18-21, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Venetian, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org

September 12, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/GULC "Views from the Bench"
         Georgetown Univ. Law Center, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 2-3, 2003
   EUROFORUM INTERNATIONAL
      European Securitisation
         Hilton London Green Park
            Contact: http://www.euro-legal.co.uk

October 10 and 11, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Symposium on 25th Anniversary of the Bankruptcy Code
         Georgetown Univ. Law Center, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 15-18, 2003
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Sixth Annual Meeting
         San Diego, CA
            Contact: http://www.ncbj.org/

October 16-17, 2003
   EUROFORUM INTERNATIONAL
      Russian Corporate Bonds
         Renaissance Hotel, Moscow
            Contact: http://www.ef-international.co.uk

November 12-14, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Emory University, Atlanta, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 1-2, 2003
   RENAISSANCE AMERICAN MANAGEMENT, INC.
      Distressed Investing
         The Plaza Hotel, New York City, NY
            Contact: 800-726-2524 or
                     http://renaissanceamerican.com

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

February 5-7, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, CO
            Contact: 1-703-739-0800 or http://www.abiworld.org

March 5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         The Century Plaza, Los Angeles, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 29-May 1, 2004
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Fairmont Hotel, New Orleans
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 3, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Conference Center, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 2-5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 24-26,2004
   AMERICAN BANKRUPTCY INSTITUTE
      Hawaii Bankruptcy Workshop
         Hyatt Regency Kauai, Kauai, Hawaii
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 10-13, 2003
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

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 ***