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        T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, July 31, 2003, Vol. 7, No. 150

                          Headlines

ADELPHIA COMMS: Equity Committee Hires Expert to Prove Solvency
AES CORP: Second Quarter 2003 Net Loss Slides-Up to $129 Million
AFC ENTERPRISES: Look for Second Quarter 2003 Results Today
AIR CANADA: Tejas Securities Initiates Coverage on Air Canada
AK STEEL: Board Approves Amendment to Shareholder Rights Plan

ALLEGIANCE TELECOM: Elects Carroll McHenry to Board of Directors
AMERCO: Court Clears Squire Sander's Engagement on Final Basis
AMERICAN TOWER: S&P Junks $175 Million Convertible Notes at CCC
ANC RENTAL: Secures Approval to Adopt Employee Bonus Program
ARDENT HEALTH: S&P Assigns Low-B Credit and Sr. Facility Ratings

ASIA GLOBAL CROSSING: Ch. 7 Trustee Hires Bryan Cave as Counsel
ATHENS AND LIMESTONE: S&P Yanks Debt Rating to Speculative Grade
BONUS STORES: Wants Okay to Use Fleet Retail's Cash Collateral
CANNON EXPRESS: CitiCapital Extends Financing Pact Until Aug. 30
CNH GLOBAL: Prices $750-Million Senior Debt Private Offering

CONSECO FINANCE: Credit Card Co. Wants to Join Liquidating Plan
CONSECO: Committee Balks at Securities Plaintiffs' $17MM Claim
DIRECTV: Request to Appoint Trustee or Examiner Draws Fire
DYNEGY: Executes Workout Deal Documentation with ChevronTexaco
ELAN CORP: Secures Covenant Breach Waivers from EPIL Noteholders

ESSENTIAL THERAPEUTICS: Confirmation Hearing Set for Aug. 14
FEDERAL-MOGUL: June 30 Balance Sheet Upside-Down by $1.3 Billion
FEDERAL-MOGUL: Wants to Reject Uniform Pacts with 33 Lessors
FLEMING: Asks Court to Approve Gleacher Termination Agreement
GAP INC: Board Declares Quarterly Dividend Payable on October 6

GAUNTLET: FirstEnergy Begins Shareholder Maximization Process
GENTEK INC: Noma Wants Canadian Claims Objection Protocol Fixed
GLOBAL CROSSING: Court Clears Stipulation with AGX Ch. 7 Trustee
GLOBE METALLURGICAL: All Proofs of Claim Due by August 4, 2003
IMPERIAL PLASTECH: Court Extends CCAA Stay Until Sept. 16, 2003

KAISER ALUMINUM: Asks Court to OK Retirees Committee Appointment
KISTLER AEROSPACE: UST Appoints Official Creditors' Committee
KMART CORP: Court Approves Fredrikson as Debtor's Tax Counsel
KNOWLES ELECTRONICS: Divest Infrared Business to FM Electronics
LEGION INSURANCE: Commonwealth Court Grants Liquidation Order

LTV CORP: Asks Court to Strike GE's Affirmative Defenses in Suit
MASSEY ENERGY: Settles Business Interruption Claim for $21 Mill.
METRIS COMPANIES: CPP Acquires Enhancement Services Div. Assets
MIKOHN GAMING: Red Ink Continued to Flow in Second Quarter 2003
MILACRON: Suspends Common & Preferred Dividends to Conserve Cash

MIRANT CORP: Asks Court to Confirm Admin. Status of Deliveries
MUSIC NETWORK: Court Approves Liquidation & Closure of 36 Stores
NETWORK PLUS: Chapter 7 Trustee Taps Adelman Lavine as Attorneys
NEXTEL PARTNERS: June 30 Balance Sheet Upside-Down by $75 Mill.
NEXTEL PARTNERS: Preparing to Issue $125 Mil. Conv. Senior Notes

NII HOLDINGS: Initiates Debt Reduction and Share Public Offering
NORCROSS SAFETY: $150MM Senior Sub. Notes Gets S&P's B- Rating
NRG ENERGY: Has Until Sept. 11 to Make Lease-Related Decisions
NRG ENERGY: Second Claims Bar Date Set for August 7, 2003
O'SULLIVAN INDUSTRIES: Will Hold Q3 Conference Call on August 5

PETROLEUM GEO-SERVICES: Fitch Drops Senior Note Ratings to D
PG&E ENERGY: Services Ventures' Voluntary Chap. 11 Case Summary
PG&E ENERGY: Quantum Ventures' Chapter 11 Case Summary
PG&E NATIONAL: Hires Willkie Farr as Lead Bankruptcy Counsel
PILLOWTEX CORP: Files Chapter 22 Petition in Wilmington, Del.

PILLOWTEX CORP: Case Summary & 30 Largest Unsecured Creditors
PILLOWTEX CORP: Terminates 6,450 Workers & Closes 16 Facilities
PLAYBOY ENTERPRISES: Will Publish 2nd Quarter Results on Aug. 6
POLAROID CORP: Plan Filing Exclusivity Extended Until October 31
POLYONE CORP: Reports Second Quarter 2003 Net Loss of $6 Million

POLYPHALT INC: Court Protection Under BIA Extended Until Sept 12
PRIMEDEX HEALTH: Plans to File Prepackaged Bankruptcy Petition
QUAIL PIPING: Bringing-In Strasburger & Price as Local Counsel
RFS HOTEL INVESTORS: S&P Cuts Corporate Credit Rating to B+
RICA FOODS: Reports Improved Fin'l Results for Fiscal Year 2002

ROUGE INDUSTRIES: Second Quarter 2003 Net Loss Hits $20 Million
RURAL/METRO: Wins Renewal Pact as Tenn. 911 Ambulance Provider
SAGENT TECHNOLOGY: Wants to Pursue Debt Workout with Group 1
SEITEL INC: Wells Fargo Agrees to Extend $20 Mill. DIP Financing
SELECT MEDICAL: Prices $175MM Senior Subordinated Notes Offering

SK GLOBAL: Sec. 304 Injunction Hearing Continues on August 18
SOLUTIA INC: June 30 Net Capital Deficit Narrows to $246 Million
SPIEGEL: Gets Nod to Hire Sachnoff & Weaver as Insurance Counsel
STELCO INC: Lawrence McBrearty Expresses Union's Firm Stand
TANGER FACTORY: Reports Flat Second Quarter 2003 Fin'l Results

TENNECO AUTOMOTIVE: Mark McCollum Steps Down as SVP and CFO
TERAFORCE TECHNOLOGY: Completes $4.8-Million Debt Restructuring
TEXAS PETROCHEM: Intends to Hire Ordinary Course Professionals
TEXAS QUEEN RIVERBOAT: Emerges from Troubled Waters & Resume Ops
TYCO INT'L: Publishes Restated Historical Financial Statements

UNIVERSAL HOSPITAL: June 30 Net Capital Deficit Tops $52 Million
USG CORP: Second Quarter 2003 Net Sales Slide-Up to $914 Million
VANDERVEER ESTATES: 2,496-Apartment Auction Today in E.D.N.Y.
VERITAS SOFTWARE: S&P Rates $500MM Convertible Sub. Notes at B+
WALTER INDUSTRIES: Reports $27 Million Net Loss for 2nd Quarter

WESTPOINT STEVENS: Court Approves Interim Compensation Protocol
WILLIAMS: Settles Issues with Futures Trading Regulatory Body
WINN-DIXIE: Names Alfred J. Ottolino Vice President of Pharmacy
WORLDCOM: MCI Launches Vigorous Review of Competitors' Claims
WORLDCOM: Group Calls MCI "Hypocrite" about Protecting Workers

WORLDCOM: Boycott Group Tags Capellas as "Part of the Problem"
WORLDCOM INC: Court Approves Stipulation with Lightbridge Inc.

* DebtTraders' Real-Time Bond Pricing

                          *********

ADELPHIA COMMS: Equity Committee Hires Expert to Prove Solvency
---------------------------------------------------------------
U.S. Bankruptcy Court Judge Gerber authorizes the Official Equity
Committee, appointed in the Adelphia Communications Debtors'
cases, to retain O. Aarons & Company, Inc. and Geoffrey Miller
effective as of January 16, 2003 and February 15, 2003.  Aarons
Co. and Mr. Miller will be compensated in accordance with the
procedures set forth in Sections 328(a) of the Bankruptcy Code,
the applicable Federal Rules of Bankruptcy Procedure, the Local
Bankruptcy Rules and the Compensation Order.  Judge Gerber
clarifies that nothing in this Retention Order constitutes a
finding or determination as to whether:

    (a) Aarons Co. and Mr. Miller will be qualified to provide
        expert testimony in this case,

    (b) any testimony by Aarons Co. and Mr. Miller will be
        admissible in any proceeding related to this case, or

    (c) the extent to which any claimed privilege will apply to
        communications with or to Aarons Co. and Miller.

              Greenhill Says Adelphia is Insolvent

The Debtors and the Creditors' Committee both have indicated that
they intend to oppose the relief sought by the Equity Committee
in the Corporate Governance Motion.  In this regard, on February
24, 2003, Greenhill & Co., LLC, financial advisors to the
Creditors' Committee, produced an expert witness report with
respect to, among other things, the purported valuation of the
Debtors.  Apparently the Creditors' Committee intends to argue
that the Debtors are insolvent and that the alleged insolvency
has some bearing on the relief sought by the Equity Committee in
the Corporate Governance Motion.

               The Equity Committee Thinks Otherwise

In connection with the challenge by the Creditors' Committee to
the Debtors' solvency, the Equity Committee has sought the
advice, assistance, and expert analysis of:

   (a) Mr. Aarons, President of Aarons Co. and a highly regarded
       investment banker and consultant with longstanding
       experience in the financial and banking industries; and

   (b) Professor Miller, a New York University Law School
       professor with extensive knowledge and experience
       concerning all aspects of banking and finance law and
       regulation.

The Equity Committee desires to retain and employ Aarons Co. and
Prof. Miller, to continue to assist it and its special counsel,
Bragar Wexler, and to provide expert analysis and testimony
concerning the value of the potential causes of action against
the Co-Borrowing Lenders and of the existing suit against its
former accountants, Deloitte & Touche, LLP and how this value
impacts the Debtors' overall solvency.  (Adelphia Bankruptcy News,
Issue Nos. 34 and 36; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


AES CORP: Second Quarter 2003 Net Loss Slides-Up to $129 Million
----------------------------------------------------------------
The AES Corporation (NYSE:AES) announced that income from
continuing operations for the quarter ended June 30, 2003, was $65
million, up from a loss of $101 million for the second quarter of
2002. Income from continuing operations for the six months ended
June 30, 2003, was $142 million, up from income of $11 million for
the six months ended June 30, 2002.

Net loss for the quarter ended June 30, 2003 was $129 million
compared to a loss of $115 million for the second quarter of 2002.
Net loss for the six months ended June 30, 2003 was $35 million
compared to a loss of $428 million for the six months ended
June 30, 2002. The net losses for all periods included charges for
discontinued operations. For the second quarter of 2003, the
charges in discontinued operations primarily arise from the
Company's decision to classify it's businesses in The Republic of
Georgia as held for sale.

Revenues for the quarter ended June 30, 2003 were $2.2 billion, up
from $2.0 billion for the quarter ended June 30, 2002. Revenues
for the six months ended June 30, 2003 were $4.4 billion, up from
$4.2 billion for the six months ended June 30, 2002. Operating
Income for the quarter ended June 30, 2003 was $459 million, up
from $409 million for the quarter ended June 30, 2002. Operating
Income for the six months ended June 30, 2003 was $1.04 billion,
down from $1.05 billion for the six months ended June 30, 2002.

AES also announced that consolidated net cash provided by
operating activities for the second quarter of 2003 was $291
million and $737 million for the first half of 2003. Additionally,
its subsidiary distributions to parent and qualified holding
companies for the second quarter of 2003 totaled $300 million and
$480 million for the first half of 2003.

Paul Hanrahan, Chief Executive Officer stated, "We are extremely
pleased with the progress we have made in improving the financial
situation of the Company. Looking back over the last 9 months and
culminating with yesterday's completion of our bank loan
financing, we have refinanced or raised approximately $5 billion
of debt while increasing the average life of our parent maturities
from 5.8 years to 7.8 years. During the quarter we also
successfully raised $335 million in a common stock offering. In
addition, we now have approximately $1 billion of cash on hand
which provides renewed flexibility to continue our deleveraging
program and to pursue attractive growth opportunities."

Barry Sharp, Chief Financial Officer, stated, "In addition to the
significant improvement in our maturity profile, we also continued
to grow our corporate liquidity position with total distributions
to the parent and qualified holding companies of $480 million
through the first six months of 2003. Along with the proceeds from
asset sales, we have also repaid debt at the parent level by over
$660 million since December 2002 and we plan to continue that
progress with our recently announced intention to call our $198
million 10.25% 2006 notes. For the full year of 2003 we continue
to expect consolidated net cash provided by operating activities
of approximately $1.5 billion, with $737 million generated through
the first six months."

AES is a leading global power company comprised of contract
generation, competitive supply, large utilities and growth
distribution businesses.

The company's generating assets include interests in 158
facilities totaling over 55 gigawatts of capacity, in 28
countries. AES's electricity distribution network sells 108,000
gigawatt hours per year to over 16 million end-use customers.

For more general information visit the Company's Web site at
http://www.aes.com

                         *    *    *

As reported in Troubled Company Reporter's July 18, 2003 edition,
Fitch Ratings affirmed the existing ratings of The AES Corp.
as follows:

                              AES

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

                          AES Trust III

         -- Trust preferred convertibles 'CCC+'.

                          AES Trust VII

         -- Trust preferred convertibles 'CCC+'.

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


AFC ENTERPRISES: Look for Second Quarter 2003 Results Today
-----------------------------------------------------------
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 its
second quarter 2003 business review will be released after market
close today. The Company will host a conference call with the
investment community tomorrow, at 9:00 a.m. ET to discuss its
second quarter 2003 operational results. The second quarter 2003
business review will focus on AFC's key performance drivers in the
second quarter 2003, in addition to an overall update on the
business.

A live listen-only webcast of the conference call will be
available on the AFC Web site at http://www.afce.com A replay of
the conference call and the question/answer session will be
available at the company's Web site, or through a dial-in number,
for 90 days following the call.

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


AIR CANADA: Tejas Securities Initiates Coverage on Air Canada
-------------------------------------------------------------
Tejas Securities Group, Inc., released a research report
initiating coverage on Air Canada (Toronto: AC).

Tejas Securities Group, Inc. is a full service brokerage and
investment-banking firm based in Austin, Texas with branch offices
in Houston, Texas and Tinton Falls, New Jersey.  Tejas is a wholly
owned operating subsidiary of Westech Capital Corporation (OTC
Bulletin Board: WSTH).  Tejas Securities Group, Inc. is a member
of the NASD/SIPC, CRD number 36705.


AK STEEL: Board Approves Amendment to Shareholder Rights Plan
-------------------------------------------------------------
AK Steel's (NYSE: AKS) Board of Directors has approved an
amendment, effective immediately, to the company's Stockholder
Rights Plan.  The amendment eliminates the provisions in the
Rights Plan that, among other things, required a majority of the
Board's continuing directors to join in a decision to redeem the
rights issued under the Rights Plan.  The amendment also reduces
to 15% from 20% the threshold of ownership by an acquiring person
of the company's voting stock that would cause the rights, with
certain exceptions, to become exercisable.

The purpose of the Rights Plan is to protect company stockholders
in the event of takeover activity that would deny stockholders the
full value of their investment.  The amendment was not made in
response to any specific takeover threat.

AK Steel, headquartered in Middletown, produces flat-rolled
carbon, stainless and electrical steel products for automotive,
appliance, construction and manufacturing markets, as well as
tubular steel products.  AK Steel has steel producing and
finishing facilities in Middletown, Coshocton, Mansfield,
Walbridge, and Zanesville, Ohio; Ashland, Kentucky; Rockport,
Indiana; and Butler, Pennsylvania.  AK Steel also produces snow
and ice control products, and operates a major industrial park on
the Houston, Texas ship channel.

As reported in Troubled Company Reporter's July 24, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on integrated steel producer AK Steel Corp., and its
parent, AK Steel Holding Corp., to 'B+' from 'BB-' based on the
company's weaker than expected financial performance.

The current outlook is negative. Middleton, Ohio-based AK Steel
has about $1.3 billion in total debt.


ALLEGIANCE TELECOM: Elects Carroll McHenry to Board of Directors
----------------------------------------------------------------
Allegiance Telecom, Inc.'s (OTC Bulletin Board: ALGXQ) board of
directors has elected Carroll McHenry to join the Company's board.
Allegiance Telecom chairman and chief executive officer Royce
Holland made the announcement.

McHenry currently serves as president and chief executive officer
of Nucentrix Broadband Networks Inc. (formerly Heartland Wireless
Communications) of Carrollton, Texas. Previously, he served as
group president-communications at Alltel Corp. and president and
chief executive officer for Alltel Mobile Communications and has a
broad range of industry experience including that with Qualcomm,
American Cellular Communications, a joint venture with BellSouth,
and other wireless firms. He began his business career at IBM
Corp. McHenry earned his bachelor's and master's degrees in
mathematics from the University of Louisiana in Monroe, La.
McHenry is currently chairman of the board of Nucentrix Broadband
Networks, Inc. and is a board member of Arch Wireless
Communications in Boston.

"Carroll McHenry brings a vast amount of telecommunications
management experience to our board of directors," said Holland.
"The Allegiance Telecom board of directors will benefit from his
unique perspectives gained through years of executive management
experience in the telecommunications industry."

McHenry's election is part of a realignment of the Company's board
to bring the composition of the board in line with today's best
practices for corporate governance. The primary goal of the Board
recomposition is to increase the number of independent directors
and reduce the number of management directors. To facilitate the
board membership transition, two of the Company's senior
executives have relinquished their board positions. "These long
time Allegiance veterans, Tom Lord and Tony Parella, will continue
in their respective positions as executive vice president of
corporate development and chief financial officer, and president
of telecom and retail services. As board members and as members of
the senior management team, Tom and Tony have provided and will
continue to provide invaluable insight to the board of directors
regarding the Company's operations and finances," said Holland.

In addition, one of Allegiance's original investors and long-time
Allegiance board members, James Crawford of Frontenac Company,
recently resigned from the board due to time commitments to
Frontenac's other portfolio investments. "I would like to thank
Jim Crawford for his significant contributions to Allegiance over
the past six years. I'll personally miss Jim's wise counsel and
guidance and wish him and the Frontenac organization continued
success," said Holland.

Allegiance Telecom is currently pursuing financial restructuring
plans under Chapter 11 of the U.S. Bankruptcy Code, as previously
announced on May 14, 2003. The Company continues to conduct
business as usual -- offering high-quality, reliable
telecommunications services to its customers in major markets
across the United States.

The bankruptcy filings were made in the U.S. Bankruptcy Court in
the Southern District of New York. The Company's bankruptcy case
number is 03-13057(RDD) and its Bankruptcy Court filings are
available via the court's Web site at http://www.nysb.uscourts.gov
Please note that a PACER password is required to access documents
on the Bankruptcy Court's Web site  Additional information
regarding the Company's reorganization is available at
http://www.algx.com/restructuring

Allegiance Telecom is a facilities-based national local exchange
carrier headquartered in Dallas, Texas. As the leader in
competitive local service for medium and small businesses,
Allegiance offers "One source for business telecom(TM)" -- a
complete package of telecommunications services, including local,
long distance, international calling, high-speed data transmission
and Internet services and a full suite of customer premise
communications equipment and service offerings. Allegiance serves
36 major metropolitan areas in the U.S. with its single source
provider approach. Allegiance's common stock is traded on the Over
the Counter Bulletin Board under the symbol ALGXQ.OB. For more
information visit http://www.algx.com


AMERCO: Court Clears Squire Sander's Engagement on Final Basis
--------------------------------------------------------------
AMERCO obtained the Court's approval, on a final basis, to employ
Squire, Sanders & Dempsey LLP as its restructuring and bankruptcy
counsel.

As AMERCO's counsel, Squire Sanders will:

    (a) Advise AMERCO with respect to its powers and duties as
        debtor-in-possession in the continued management and
        operation of its business and property;

    (b) Attend meetings and negotiating with representatives of
        creditors and other parties-in-interest and advising and
        consulting on the conduct of this Chapter 11 case,
        including all of the legal and administrative
        requirements of operating in Chapter 11;

    (c) Assist AMERCO with the preparation of its Schedules of
        Assets and Liabilities and Statements of Financial
        Affairs;

    (d) Advise AMERCO in connection with any contemplated sales
        of assets or business combinations, including the
        negotiation of asset, stock, purchase, merger or joint
        venture agreements, formulation and implement appropriate
        procedures with respect to the closing of any
        transactions and counseling the Debtor in connection with
        the transactions;

    (e) Advise AMERCO in connection with any postpetition
        financing and cash collateral arrangements and
        negotiating and drafting documents relating thereto,
        providing advice and counsel with respect to related
        prepetition financing arrangements, and negotiating and
        drafting documents;

    (f) Advise AMERCO on matters relating to the evaluation of
        the assumption, rejection or assignment of unexpired
        leases and executory contracts;

    (g) Advise AMERCO with respect to legal issues arising in or
        relating to its ordinary course of business including
        attendance at senior management meetings, meetings with
        AMERCO's financial and turnaround advisors and meetings
        of the Board of Directors;

    (h) Take all necessary action to protect and preserve
        AMERCO's estate, including the prosecution of actions on
        its behalf, the defenses of any actions commenced against
        it, negotiations concerning all litigation in which
        AMERCO is involved and objecting to claims filed against
        AMERCO's estate;

    (i) Prepare, on AMERCO's behalf, all motions, applications,
        answers, orders, reports and papers necessary to the
        administration of the estate;

    (j) Negotiate and prepare, on AMERCO's behalf, a plan of
        reorganization, disclosure statement and all related
        agreements or documents and taking any necessary action
        on AMERCO's behalf to obtain plan confirmation;

    (k) Attend meetings with third parties and participating in
        negotiations with respect to bankruptcy case matters;

    (l) Appear before the Court, any appellate courts and the
        U.S. Trustee and protecting the interests of the AMERCO's
        estate before the Court and the U.S. Trustee; and

    (m) Perform all other necessary legal services and providing
        all other necessary legal advice to AMERCO in connection
        with this Chapter 11 case.

For professional services, Squire Sanders' current customary
hourly rates are:

    Legal Assistants            $75 - 150
    Associates                  110 - 310
    Partners                    190 - 575
(AMERCO Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AMERICAN TOWER: S&P Junks $175 Million Convertible Notes at CCC
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Boston, Massachusetts-based wireless tower
operator American Tower Corp. and revised the outlook to stable
from negative.

Standard & Poor's also assigned its 'CCC' rating to the company's
proposed $175 million convertible notes due 2010 offered under
Rule 144A with registration rights. American Tower plans to use
about 50% of the net proceeds to permanently reduce bank debt and
the remainder to repurchase a portion of the company's outstanding
debt securities. The notes are rated two notches below the
corporate credit rating mainly because of significant secured
priority obligations relative to total asset value.

American Tower had total debt of about $3.3 billion at
June 30, 2003, after netting out about $193 million held in an
escrow to repurchase or redeem the company's 2.25% convertible
notes.

"The outlook revision on American Tower mainly reflects the
company's progress in improving operating cash flow despite a
challenging environment for the tower industry and, secondarily,
its planned public equity offering," said credit analyst Michael
M. Tsao.

Reduced capital spending by wireless carriers in the last two
years left major tower operators with much lower-than-anticipated
cash flow growth. In response, American Tower divested its
underperforming satellite services business, reduced costs, and
became more stringent with requirements for capital spending.
These measures, along with moderate growth and strong operating
leverage in the tower leasing business, enabled the company in
second quarter 2003 to increase revenues by 7.5% year over year,
expand EBITDA margin to about 52% from about 44% a year ago, and
generate about $14 million of free cash flow. The better operating
performance also resulted in improving debt-to-annualized EBITDA
of about 9.0x from about 11.6x a year ago, after adjusting out
cash held in escrow for the specific purpose of reducing debt.
Excluding the effects of operating leases, leverage would have
improved to about 8.9x from about 11.6x.

Simultaneous with the new proposed notes offering, American Tower
plans to undertake a public offering of 12.4 million shares of
common stock and use net proceeds of about $114.4 million to pay
down debt at the parent.

At the end of second quarter 2003, the company had $301 million in
cash and cash equivalents, including about $193 million of
restricted cash that could be used to fully meet a contingent put
on the 2.25% convertible notes in October 2003, and about $238
million of bank revolving availability. Pro forma for the proposed
new notes offering, credit revolving availability will remain
around $238 million. With moderate free cash flow prospects, no
significant debt maturities until 2006, and adequate headroom
under bank loan covenants (senior leverage, interest coverage, and
pro forma debt service), this amount of liquidity provides a
degree of safety margin against execution risks in the next three
years.


ANC RENTAL: Secures Approval to Adopt Employee Bonus Program
------------------------------------------------------------
Mark J. Packel, Esq., at Blank Rome LLP, in Wilmington, Delaware,
relates that as ANC Rental Corporation, and its debtor-affiliates
are nearing the end of the Chapter 11 process, it is necessary, in
order to maximize the value of the estates for the benefit of all
creditors, that the Debtors attain the highest possible value for
their assets.  To achieve this goal, Lehman Brothers, Inc.
suggested to the Debtors that they provide appropriate incentives
to certain key employees to maximize the proceeds from the sale
process.

Thus, the Debtors ask the Court to approve the adoption of the
Sale Proceeds Bonus Program.  The Debtors believe that the Bonus
Program will provide inducements to key employees to remain with
the Debtors and work diligently to effectuate the sale and
maximize the proceeds from the sale.  The Bonus Program has been
made a provision of the June 12, 2003 Asset Purchase Agreement
between the Debtors, Cerberus Capital Management LP and CAR
Acquisition Corp. LLC.

Under the Bonus Program, the Debtors will pay designated key
employees who remain in the Debtors' employ through the closing
of the sale, unless involuntarily terminated without cause prior
to closing, a sale proceeds bonus.  The amount of the Bonus, if
any, will vary depending on the Recovery from the sale.  The
"Recovery" will be the cash payable to Lehman on account of its
$180,000,000 secured claim under the Amended and Restated Senior
Loan Agreement, after giving effect to all deductions actually
made to the sale proceeds, including but not limited to working
capital adjustments under the Agreement and cure costs in excess
of $6,000,000.  In light of the fact that, based on prior Court
orders allowing Lehman's secured claims and awarding it adequate
protection, all or substantially all of the net proceeds of sale
will be paid to Lehman on account of the secured claims and
adequate protection, the costs of the Bonus Program will be
completely borne by Lehman out of its Recovery.

Mr. Packel informs the Court that Lehman consents to the payments
under the Bonus Program being deducted from its Recovery, if its
Recovery, prior to deduction for the Bonus Program, exceeds
$100,000,000.  Unless the Recovery exceeds $125,000,000, the
total amount paid under the Bonus Program will be no more than
$1,004,000.

If the Recovery is different from $125,000,000, the Bonus payments
will be adjusted based on these terms:

    1. If the Recovery is above $125,000,000, the Bonus for each
       employee will be adjusted upward by ten times the
       percentage by which the $125,000,000 is exceeded.  For
       example, a $135,000,000 recovery results in a Bonus amount
       80% above the targeted amount ($10/125 x 10);

    2. If the Recovery is between $100,000,000 and $125,000,000,
       the Bonus will vary between 50%, if the Recovery is
       $100,000,000, and 100% of the targeted amount, if the
       Recovery is $125,000,000.  For example, if the Recovery is
       $112,500,000, the Bonus will be 75% of the targeted amount;
       and

    3. If the Recovery is below $100,000,000, there will not be
       any Bonus except for Howard Schwartz and Leland Wilson.
       Mr. Schwartz and Mr. Wilson will receive their Bonus at the
       earlier of the determination of Lehman's Recovery or
       October 31, 2003.  Additionally, the minimum amounts
       payable to Mr. Schwartz and Mr. Wilson will be fixed and
       not subject to reduction.  In the event that employees are
       eligible for a Bonus above the targeted amount, Mr.
       Schwartz and Mr. Wilson will be eligible to participate in
       the upside based on the formula.

The Debtors submit that the success of the Sale Process and the
Debtors' reorganization efforts, through the conclusion of the
case, is dependent on the continued commitment and dedication of
the Debtors' key employees.  Adoption of the Bonus Program will
ensure the continued commitment and dedication of these
employees.  Accordingly, the Debtors believe that adoption of the
Bonus Program is justified by sound business purpose.

Mr. Packel asserts that inasmuch as the Bonus Program is required
to maximize the value of the estates for the benefit of all
creditors, the rights of employees to payment under the Bonus
Program are necessary costs and expenses of preserving the
Debtors' estates and, therefore, should be accorded administrative
expense priority under Section 503(b)(1)(A) of the Bankruptcy
Code.

The Debtors believe that the Sale Process that they are now
pursuing will maximize value for all creditors in these cases and
facilitate the completion of the Chapter 11 process.  The
continued support and efforts of the Debtors' key employees are
critical to the success of this process.  Given the uncertainty
facing these employees after the completion of the Sale Process
and the conclusion of the Chapter 11 cases, the Bonus Program is
necessary to ensure that the Debtors' key employees stay focused
on the Debtors' business operations and ensure that value to the
estates is maximized through the Sale Process.

According to Mr. Packel, an environment in which employees fear
for the security of their jobs and for the future and stability
of their employer is destabilizing and not conducive to optimal
work productivity.  In an environment like this, it is difficult
for employees to adequately focus on their daily responsibilities,
which have been materially increased.  The stability of the
Debtors' business operations, the value of their estates, the
successful completion of the Sale Process and the successful
filing and implementation of a plan of reorganization is dependent
on the continued commitment and dedication of the Debtors' key
employees.  The additional financial incentives provided by the
Bonus Program are necessary to ensure this continued commitment
and dedication.  Moreover, any payments pursuant to the Bonus
Program will be paid directly from the net proceeds otherwise
payable to Lehman on account of its secured claim, and therefore,
the Bonus Program will have no effect on the net proceeds
available to the estates from the sale.

                           *     *     *

Judge Walrath authorizes the Debtors to adopt the Bonus Program
and further orders that all payments will be made out of Lehman's
Recovery, except that Lehman will be directly liable for the
payments owed to the employees whose benefits under the Bonus
Program are not contingent on the amount of the Lehman Recovery,
and there will be no administrative claims payable by the
bankruptcy estates with respect to the Bonus Program. (ANC Rental
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ARDENT HEALTH: S&P Assigns Low-B Credit and Sr. Facility Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Ardent Health Services. At the same time,
Standard & Poor's assigned its 'BB-' rating to Ardent's proposed
$100 million senior secured bank facility due 2008 and 'B-' to its
proposed $150 million senior subordinated debt due 2013. The
outlook is negative.

Ardent's total outstanding debt after the completion of these debt
transactions, proceeds of which will be used to refinance existing
debt, is expected to be about $186 million.

The secured bank facility is rated one notch above the corporate
credit rating. The company has the option under its bank
agreement, of adding up to $200 million of additional term loans
to the proposed $100 million revolving credit facility. Because
the banks have the option to refuse participating in the
incremental term loans, Standard & Poor's rating does not assume
the incurrence of the additional bank debt at this time. If
incremental term loans are issued, the bank loan rating may be
lowered to the same level as the corporate credit rating.  The
facility is secured by first priority security interest in all
present and future assets and properties of Ardent Health
Services, Inc. and guarantors (primarily Lovelace Health Systems,
Inc.). The guarantee will not be in place until a merger between
Lovelace and the Sandia Health System is consummated, which
is expected to occur by September 30, 2003. Thus the notch on the
rating assumes the consummation of the merger. Standard & Poor's
review of the collateral package in a distressed default scenario
suggests that estimated asset value will be sufficient to provide
complete recovery of the $100 million bank facility in the event
of a default.

"The speculative-grade ratings on Nashville, Tenn.-based Ardent
Health Services reflect a relatively un-diversified portfolio of
hospital and health plan assets, and a dependence upon on its
behavioral hospitals which contribute half of its profitability,"
said credit analyst David Peknay. Moreover, the company has a very
short track record of operating the seven acute care hospitals and
health plan that have historically produced weak operating cash
flow. Still, Ardent benefits from a strong market share in its key
Albuquerque market, and will attempt to bolster its profitability
by improving operating efficiency through a variety of
initiatives, the success of which will be vital to improve upon a
weak return on capital that is likely to remain under 10% for at
least the next few years.


ASIA GLOBAL CROSSING: Ch. 7 Trustee Hires Bryan Cave as Counsel
---------------------------------------------------------------
Pursuant to Section 327(e) of the Bankruptcy Code, Asia Global
Crossing Ltd.'s Chapter 7 Trustee, Robert L. Geltzer, seeks the
Court's authority to employ Bryan Cave LLP as his special
litigation counsel, nunc pro tunc to June 20, 2003.

Mr. Geltzer believes that based on his familiarity with the
substantial experience that Bryan Cave has had in rendering
litigation and related legal services in bankruptcy proceedings
of this kind, Bryan Cave is well qualified to act as his Special
Litigation Counsel.

As special counsel, Bryan Cave will:

    (a) investigate the pertinent circumstances and commence and
        prosecute any necessary adversary proceedings or other
        lawsuits relating to certain alleged severance payments
        and other alleged lump sum payments received by certain
        professionals and officers of the Debtors in connection
        with undisclosed consulting agreements and other alleged
        contractual arrangements, and related to potential claims
        of breach of fiduciary duty and related malfeasance by
        various of the Debtors' directors and officers;

    (b) assist the Trustee in his investigation and commence and
        prosecute any other adversary proceedings or other
        lawsuits as may be directed by the Trustee, pursuant to
        Chapter 5 of the Bankruptcy Code; and

    (c) coordinate any litigation with the Debtors' insolvency
        proceedings presently pending in Bermuda.

Robert A. Wolf, Esq., a member at Bryan Cave, assures the Court
that Bryan Cave does not hold or represent any interest adverse
to any interest of the Trustee or the Debtors' estates with
respect to the matters upon which it is to be engaged.
Mr. Geltzer clarifies that Bryan Cave has represented and
continues to represent him as general or special counsel in his
capacity as Chapter 7 and Chapter 11 trustee in other unconnected
cases filed in the U.S. Bankruptcy Courts of the Southern and
Eastern Districts of New York.  In addition, Bryan Cave, on a pro
bono basis, has been and still is representing Mr. Geltzer in his
capacity as:

    (i) an attorney of his firm, which, in turn, is representing
        him in his capacity as Chapter 7 Trustee-plaintiff in an
        adversary proceeding captioned "Robert L. Geltzer, as
        Trustee of the Estate of Martha C. Bodhert v. Alberton
        Bodhert" pending in the Bankruptcy Court for the Eastern
        District of New York; and

   (ii) counsel to the Trustee and as the Chapter 7 Trustee-
        plaintiff in an appeal from an order of the Bankruptcy
        Court for the same adversary proceeding taken to the U.S.
        District Court of the Eastern District of New York.

In the interest of full disclosure, Mr. Wolf informs Judge
Bernstein that Zachary B. Kass, Esq., a partner at Bryan Cave,
previously worked with U.S. Trustee Carolyn Schwartz, while they
were employed at Skadden, Arps, Slate, Meagher & Flom LLP.
Furthermore, Bryan Cave has represented and continues to represent
WorldCom, The Bank of New York, NEC Corporation, Deutsche Bank,
Global Crossing North America Inc., JPMorgan Chase and Pivotal
Telecom -- the Debtors' creditors.

Bryan Cave advised Mr. Geltzer that it will continue to represent
Pivotal Telecom in connection with any matters relating to the
latter's asset purchase agreement with PCL, including any matters
that may arise in connection with any disputes between one or
both of the Debtors and any of the PCL entities in these matters.
Mr. Geltzer states that as special litigation counsel, Bryan Cave
will not be performing any services on his behalf respecting The
Bank of New York as Indenture Trustee or respecting any of the
PCL Entities in these cases.  Moreover, although it does not
believe it is required to do so, as an extra precaution and to
insure the confidentiality of Bryan Cave's representation of Mr.
Geltzer, the firm will erect a "screening wall" between the
attorneys in its New York City offices who will be the ones
rendering services on Mr. Geltzer's behalf and those in the
firm's non-New York City offices who will be the ones rendering
services on Pivotal Telecom's behalf.

According to Mr. Wolf, as special litigation counsel, Bryan Cave
will charge its services pursuant to these hourly rates:

    James M. Altman, partner              $495
    Robert A. Wolf, partner                475
    Rudy Ceres, associate                  290
    Susan Almasi, legal assistant          150
    Alice Ellis Watler, legal assistant     95
    Other associates                       220 - 310
    Other partners                         450 - 495

Bryan Cave will also seek reimbursement for expenses incurred in
providing the services.

                           *     *     *

Judge Bernstein rules that:

    (a) The Trustee is authorized to employ Bryan Cave as his
        Special Litigation Counsel as of June 20, 2003;

    (b) Bryan Cave will be compensated for its services upon
        filing of a proper application to the Court;

    (c) Any settlement of any controversy or action will be
        subject to the Trustee's written consent and the Court's
        approval; and

    (d) Upon settlement or other liquidation of any claims being
        prosecuted by Bryan Cave, the gross proceeds from the
        settlement or other liquidation will be turned over to
        the Trustee upon receipt for distribution by the Trustee
        in accordance with the Court's orders. (Global Crossing
        Bankruptcy News, Issue No. 44; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)


ATHENS AND LIMESTONE: S&P Yanks Debt Rating to Speculative Grade
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
on the Athens and Limestone County Health Care Authority,
Alabama's debt to 'BB+' from 'BBB-' and changed its outlook on the
debt to negative from stable.

The downgrade reflects declining profitability, as a result of
decreasing volumes driven by key losses on the medical staff, and
recent additional debt, with declining debt service coverage.

Factors that support the rating include stable liquidity, the
maintenance of solid market share, and the receipt of property tax
revenue and Medicaid supplements.

The bonds are secured by gross revenues of the hospital and
property tax revenues.


BONUS STORES: Wants Okay to Use Fleet Retail's Cash Collateral
--------------------------------------------------------------
Bonus Stores Inc., asks for approval from the U.S. Bankruptcy
Court for the District of Delaware authority to use Fleet Retail
Finance, Inc.'s cash collateral to finance the business while the
Company's in chapter 11.

The Debtor discloses that as of the Petition Date, it owed Fleet
$18,220,087.  The Debtor assures the Court that the prepetition
obligations are secured by valid, duly perfected, first priority,
perfected liens and security interests in the Debtor's assets and
Cash Collateral.

The Debtor says it needs access to Fleet's Cash Collateral to
"administer and preserve the value of its assets and to continue
to operate in a manner that will maximize the value of the
Debtor's estate for the benefit of all creditors."  Bonus Stores
will use the money to pay employee salaries and wages and fund
other working capital needs.  If the Debtor doesn't get access to
the Cash, there is a "very slim chance of a successful
reorganization," Bonus Stores says.

To avoid immediate harm to the Debtor's estate, and with Fleet's
consent, the Bankruptcy Court will allow continued use of Cash
Collateral in strict accord with this weekly Budget:

                                26-Jul  2-Aug  9-Aug
                                ------  -----  -----
       Cash Receipts            13,185    963    856
       Cash Disbursements       12,985    963    856
       Loan Availability         6,911  6,465  6,075
       Revolver Balance          8,582  8,105  8,246

                                16-Aug  23-Aug 30-Aug
                                ------  ------ ------
       Cash Receipts             1,177  1,177  4,206
       Cash Disbursements        1,177  1,177  4,206
       Loan Availability         5,857  5,692  5,317
       Revolver Balance          7,601  7,824  3,750

Continued use of Fleet's cash collateral during September and
beyond will be considered at a later date.

Bonus Stores, Inc., headquartered in Columbia, Mississippi, is a
chain of over 360 stores in 13 Southeastern states, that offers
everyday deep discount prices on basic everyday items.  The
Company filed for Chapter 11 protection on July 25, 2003 (Bankr.
Del. Case No. 03-12284).  Joel A. Waite, Esq., at Young Conaway
Stargatt & Taylor represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed an estimates debts and assets of over $50
million each.


CANNON EXPRESS: CitiCapital Extends Financing Pact Until Aug. 30
----------------------------------------------------------------
On June 26, 2003 Cannon Express, Inc., (Amex: AB) received notice
from CitiCapital Commercial Corporation that CitiCapital would
exercise its right to terminate its funding agreement with the
Company.  The agreement between the Company and CitiCapital
included, among other terms and conditions, a clause which allowed
CitiCapital certain remedies if conditions deemed to be an "Event
of Default" existed.

One such event was "if there shall be a material change in the
stockholders or management of the Borrower."  Following the
previously announced, May 28, 2003 purchase by Arizona Diversified
of 60% of the Company's outstanding shares, the Company notified
CitiCapital of the change in both majority stockholders and in the
management of the Company, as required in such agreement.  At that
date, the Company was also in default regarding a payment
obligation for equipment.

The Company, Tuesday, reached an agreement with CitiCapital to
extend this funding agreement as well as certain equipment
obligations until August 30, 2003.  The Company is also in
negotiations with various lenders to replace this funding
relationship and will strive to have a replacement for CitiCapital
in the near future.


CNH GLOBAL: Prices $750-Million Senior Debt Private Offering
-------------------------------------------------------------
CNH Global N.V. (NYSE: CNH) announced the pricing of the private
offering of senior notes issued by its subsidiary, Case New
Holland Inc. at an annual fixed interest rate of 9.25%.  The
company limited the size of the offer to $750 million, due to
recent developments in interest rates.

"We are pleased with the results of our offering," CNH chief
financial officer Michel Lecomte said.  "With this transaction,
CNH continues the overhaul of our financial structure with a
significant improvement in our financial flexibility.  Now, over
60% of our Equipment Operations net debt will mature in 2008 or
beyond."

The transaction is expected to close on August 1, 2003.  The
proceeds will be used to refinance debt maturing in 2003 and
reduce short-term debt.

"Since June, 2002, through two debt exchanges with majority
shareholder Fiat, and the issuance of new capital, we cut our
Equipment Operations net debt by $3.5 billion," Lecomte added.
"Now we have established CNH's direct access to the debt market,
further increasing our financial strength."

The senior notes will only be offered and sold to qualified
institutional buyers in accordance with Rule 144A and Regulation S
under the Securities Act. The senior notes have not been
registered under the Securities Act or the securities laws of any
other jurisdiction.  Unless the senior notes are so registered,
the notes may be offered and sold only in transactions that are
exempt from the registration requirements of the Securities Act or
the securities laws of any other jurisdiction.

CNH (S&P, BB Corporate Credit Rating, Negative) is the number one
manufacturer of agricultural tractors and combines in the world,
the leader in light construction equipment, and has one of the
industry's largest equipment finance operations. Revenues in 2002
totaled $10 billion. Based in the United States, CNH's network of
dealers and distributors operates in over 160 countries. CNH
agricultural products are sold under the Case IH, New Holland and
Steyr brands. CNH construction equipment is sold under the Case,
FiatAllis, Fiat Kobelco, Kobelco, New Holland, and O&K brands.


CONSECO FINANCE: Credit Card Co. Wants to Join Liquidating Plan
---------------------------------------------------------------
Conseco Finance Credit Card Funding Corporation asks Judge Doyle
to:

    (1) rule that the Orders previously entered in the Holding
        Company Debtors' and the Finance Company Debtors' Chapter
        11 cases be operative in its own Chapter 11 case;

    (2) direct that the Disclosure Statement Order and the
        Interlocutory Approval Order apply to its case; and

    (3) direct that it be deemed a participant in the Finance
        Company Debtors' Liquidating Plan.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, informs the
Court that one of the CFC Asset Sale Closing Conditions requires
CFC Credit Card and Mill Creek Servicing Corporation to file
voluntary Chapter 11 petitions before the closing of the CFN Sale
Transaction.  However, General Electric Corporation and the
Finance Company Debtors have agreed that Mill Creek need not file
a voluntary Chapter 11 Petition.

On June 24, 2003, CFC Credit Card filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code.  CFC Credit Card
is a direct subsidiary of the CFC Debtors and its operations are
integrally tied to those of the other CFC Debtors.  There are no
non-debtor creditors of CFC Credit Card.  CFC is the only
creditor and the sole CFC Credit Card shareholder.

Applying the approved Orders to CFC Credit Card will eliminate
the need for duplicative, expensive and time-consuming filings of
applications and motions.  This will reduce the burden on the
Court and parties-in-interest. (Conseco Bankruptcy News, Issue No.
28; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CONSECO: Committee Balks at Securities Plaintiffs' $17MM Claim
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Conseco
Holding Company Debtors objects to the remaining Claim of the
Securities Plaintiffs, and more specifically, to any asserted
Class 8A Claim under the Plan.  This remaining Claim, arising from
the securities fraud class action suit that was settled
prepetition, is for $17,000,000 and asserted against Conseco, Inc.

Thomas S. Kiriakos, Esq., at Mayer, Brown, Rowe & Maw, argues
that the CNC Claim cannot be allowed as a general unsecured
claim, and thus cannot be a Class 8A unsecured claim under the
Holding Company Debtors' Plan.  Instead, pursuant to Section
510(b) of the Bankruptcy Code, the Claim must be subordinated to
the same priority as Conseco, Inc. common stock.  In requiring
subordination, Section 510(b) preserves the rights and priorities
of legitimate unsecured Conseco creditors not receiving payment
in full under the Plan.  The alternative treatment would permit
equity interest holders to elevate themselves to unsecured
creditor status at the expense of unsecured creditors with
legitimate Class 8A Claims.  This Class is already receiving an
estimated 26.8% distribution.

The Securities Plaintiffs would not have a claim against Conseco
but for the fact that they purchased or sold securities.  The
language of Section 510(b) clearly requires that the CNC Claim be
subordinated to the level of other holders of Conseco common
stock.  Instead, this Claim should be classified in Class 12A Old
CNC Common Stock Interests or Class 14A Securities Claims, which
are to receive nothing under the Plan. (Conseco Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc., 609/392-0900)


DIRECTV: Request to Appoint Trustee or Examiner Draws Fire
----------------------------------------------------------
According to Joel A. Waite, Esq., at Young, Conaway, Stargatt &
Taylor, LLP, in Wilmington, Delaware, Raven Media Investments,
LLC, demands that the Court exercise the drastic and extraordinary
remedy of appointing a Chapter 11 trustee or, alternatively,
appointing an examiner for DirecTV Latin America, LLC.  Amazingly,
Mr. Waite notes, Raven's demand comes despite the Official
Committee of Unsecured Creditors and its financial advisors
having already established themselves as active participants in
this proceeding and being funded with $2,000,000 by Hughes
Electronics Corporation to investigate the very issues, which
Raven insists can be more appropriately handled by a Trustee or
Examiner.  Perhaps the best evidence that Raven's request for a
Trustee or Examiner is entirely self-interested is that Raven
invested in DTVLA over two years before the Petition Date with
full knowledge of the company's relationship with Hughes and its
affiliates, including PanAmSat, California Broadcast Center LLC
and SurFin Ltd., and of the fact that the Debtor was and would
continue to be managed by certain "seconded" Hughes executives.

Thus, the Debtor objects to Raven's request as Raven cannot
overcome the strong legal presumption against removing the
Debtor's current management and appointing a trustee.

A fundamental principle that pervades Chapter 11 is that a debtor
must be afforded a fresh start, and the opportunity to analyze
and correct, to the extent required, existing operations.  In
complete accord with this principle is the basic tenet that a
debtor should be permitted to continue operation of its business
during the period in which the reorganization is pending.  Thus,
any deviation from the basic design of Chapter 11 is an
extraordinary remedy.  In the Third Circuit, "the appointment of
a trustee is the exception, rather than the rule." Sharon Steel,
871 F.2d at 1225; see also Marvel Enter. Group, Inc., 140 F.3d at
470.

Accordingly, Raven must prove the need for a Trustee by clear and
convincing evidence.  However, Mr. Waite maintains, Raven has
not, and cannot, meet this burden.  The conflicts of interest
Raven alleged do not constitute sufficient cause under Section
1104(a)(1) of the Bankruptcy Code to appoint a trustee in this
case, Mr. Waite says.

The statutory language of Section 1104 (a)(1) provides that
"cause" may be established by proving that current management is
guilty of:

    (i) one or more of the acts specified in Section 1104(a)(1)
        -- i.e., fraud, dishonesty, incompetence or gross
        mismanagement, or

   (ii) acts similar to those specified in Section 1104(a)(1).

Mr. Waite notes that Raven offers no proof that any Section
1104(a)(1) "acts" or "similar acts" presently exist in DirecTV's
case.  Rather, Raven simply argues that cause exists for the
appointment of a Trustee because they believe that the Debtor's
management is irreconcilably conflicted and, therefore,
"incapable of discharging its fiduciary duties" to DirecTV's
estate.

"Not only does Raven take substantial liberty with the facts, it
often mischaracterizes the record and omits certain information
which is highly relevant to the overall picture," Mr. Waite
argues.  These defects are fatal to Raven's request that the
Court appoint a Trustee:

    A. The Relevant Legal Authority Does Not Support Raven's
       Request For The Appointment Of A Trustee

       Mr. Waite notes that curiously absent from Raven's request
       is any meaningful discussion of the relevant case law where
       courts have considered when conflicts of interest might
       constitute sufficient cause to appoint a Trustee.  Raven
       cites In re Marvel Entertainment Group, Inc., 140 F 3d 463,
       471 (3d Cir. 1998) in support of the proposition that
       conflicts could exist where management might be forced to
       evaluate their own claims against the estate.  But Marvel
       does not support Raven's request for a Trustee in DirecTV's
       case.

       In Marvel, the Third Circuit affirmed the appointment of a
       Trustee by the district court where bondholders, led by
       financier Carl Ichan, acquired control of the debtor-in-
       possession six months after the bankruptcy case was
       initiated and were unable to make any significant progress
       towards Marvel's reorganization.  The district court
       believed that there was an "unhealthy conflict of interest"
       based on the "deep-seeded conflict and animosity between
       the Ichan-controlled debtor and the Lenders and in the lack
       of confidence all creditors had in the Ichan interests'
       ability to act as fiduciaries."  Marvel, 140 F.3d at 472.

       The Marvel case is wholly distinguishable from DirecTV's
       case.  Most notably, the Third Circuit did not apply the
       usual presumption against appointing a Trustee because the
       debtor-in-possession acquired control of the company
       postpetition by buying claims against the estate and did
       not possess the "usual familiarity with the business".  In
       contrast, the debtor-in-possession in DirecTV's case, has
       managed the Debtor's business from its inception.  Hughes
       was one of the original investors in the business and has
       always controlled the Debtor's board.  No party has ever
       alleged that the Debtor's management has engaged in
       misconduct or fraud, and the causes of the Debtor's
       financial distress have largely been outside management's
       control.

       By contrast, Mr. Waite notes, the denial of Raven's request
       is supported by other relevant authority.  See, e.g.,
       Richter v. Klein/RayBroad. (In re Klein/Ray Broad.), 100
       B.R, 509 (BAP. 9th Cir. 1987) (denying motion to appoint
       trustee where motion merely raised questions as to possible
       conflicts, and no evidence suggested that the debtor's
       current management had acted with any impropriety); In re
       Justus Hospitality Prop. Ltd., 86 BR. 261 (Bankr. M.D. Fla,
       1988) (denying motion to appoint trustee where evidence
       failed to establish fraud, dishonesty or serious error on
       the part of management, even though management was
       controlled by the debtor's major lender).

    B. Raven Has Not Established, And Cannot Establish, Facts
       Sufficient For The Court To Conclude That DTVLA'S Current
       Management Cannot Continue To Satisfy Its Fiduciary Duty To
       the Estate

       Raven's request is based on unsupported allegations and
       intentionally misleading assertions.  Mr. Waite cites
       certain notable inaccurate, misleading or unsupported
       assertions offered by Raven:

       (a) Executive Compensation

           Raven's allegation that the Debtor's "seconded"
           management is entirely compensated by Hughes and,
           therefore, that management cannot effectively
           renegotiate the Debtor's satellite and programming
           contracts or propose a reorganization plan that
           satisfies the estates' overall interests, is a dramatic
           overstatement.

           While its management enjoys limited participation in
           certain Hughes' performance-based incentives, the
           Debtor bears the ultimate economic burden for
           "seconded" manager compensation and these managers also
           participate under the terms of DTVLA's key employee
           retention plan, as approved by the Court in March 2003.

           As a result, current management has every incentive to
           renegotiate all of the Debtor's contracts and collect
           as much royalty payments from the LOCs as possible,
           regardless of whether the affected entity is a Hughes
           or non-Hughes-related party.

       (b) Royalties

           The Debtor has filed several pleadings with the Court
           concerning the business justification for the LOCs
           allocation of their limited cash receipts between debt
           payments owed to SurFin and royalty payments owed to
           the Debtor.  However, Raven continues to insist that
           Hughes dictated this decision in order to benefit
           itself.  These allegations attempt, without any factual
           support, to portray this allocation as improper or as
           the cause of the Debtor's financial problems and are
           misleading.  Mr. Waite argues that the Debtor has the
           ultimate incentive to collect its receivables
           aggressively and to work with individual LOCs to ensure
           the future of satellite television in Latin America.

       (c) Darlene

           Raven's allegation that the Debtor's management has
           disabling conflicts as a result of the Term Sheet
           entered into by Hughes and Darlene is disingenuous at
           best.  Mr. Waite contends that the Debtor is not a
           party to this Term Sheet, under which Darlene would be
           willing to contribute various interests it owns in the
           LOCs to the Debtor under a reorganization plan.  Thus,
           any releases contained in the Darlene Term Sheet are
           not binding on this estate unless and until:

           -- they are provided for in a plan of reorganization,
              and

           -- the Court approves the releases at confirmation in
              accordance with applicable law.

           Until that time, the Committee and other parties have
           will ample opportunity to consider all of the terms of
           the Term Sheet and related documents, and any party can
           raise objections at confirmation if, and to the extent,
           they are incorporated into the Debtor's plan.

       (d) DTV USA

           Raven's assertion that the Debtor would somehow
           compromise its negotiations with key programmers, like
           HBO, MTV, Discovery and TNT, in order to generate
           "goodwill" for Hughes with respect to its DirecTV
           business in the United States is ridiculous.

           In fact, Mr. Waite confirms, the Debtor rejected its
           programming agreement with Disney by stipulated order
           shortly after the bankruptcy case commenced.  Moreover,
           the Debtor's prospect of successfully reorganizing
           depends greatly on management's ability to renegotiate
           all of its satellite and programming contracts.  Thus,
           the Debtor and its management have every incentive to
           renegotiate the best possible terms with all of its
           programmers regardless of the programmers' contractual
           relationships with DTV USA.

    C. Raven's Attempt To Discredit Existing "Checks And Balances"
       Is Unpersuasive And Contrary To Applicable Law

       The Committee has amply demonstrated its ability to
       investigate claims against Hughes and other insiders.
       Thus, while Raven may be uncomfortable with the Committee's
       position opposing Raven's purported $189,000,000 claim
       against the Debtor, it cannot reasonably be contended that
       the Committee is not acting to insure that Hughes'
       interests in DTVLA and other related entities do not
       improperly dictate or influence the Debtor's
       reorganization.

       In addition, independent remedies exist for any individual
       creditor or party-in-interest including Raven to oppose any
       reorganization plan, which the objector does not believe
       was proposed in good faith or otherwise satisfies the
       conditions for confirmation.

       Mr. Waite points out that majority of the courts
       considering the issue at hand have refused to appoint a
       Trustee where alleged conflicts could be balanced by
       traditional remedies under the Bankruptcy Code, "the strict
       rules governing the Debtor-In-Possession" or the "watchful
       eye" of a creditors' committee or the U.S. Trustee.

       In short, Raven's concern that the bankruptcy process
       itself will not adequately protect the Debtor's estate from
       any potential conflicts is unfounded.  Ample "checks and
       balances" exist to protect Raven and other parties, and
       bankruptcy courts readily cite to protections in rejecting
       requests to appoint Trustees.

The Debtor also objects to the Raven's request because they
believe that the appointment of trustee is not in the best
interest of the estate within the meaning of Section 1104(a)(2)
of the Bankruptcy Court.  To prevail under Section 1104(a)(2),
Raven must convince the Court that appointment of a trustee is in
the interests of the creditors, the equity security holders, and
other interests of the estate.  The moving party under Section
1104(a)(2) must establish that appointment of a Trustee is in the
interest of all constituencies.

But Mr. Waite notes that Raven's request is not only unwarranted,
but would actually inure to the detriment of creditors in these
cases.  Any minimal benefit that Raven envisions a Trustee will
bring to DirecTV's case is substantially outweighed by the
detriments, which may include the cessation of ongoing business
operations, especially if Hughes decides to exercise its default
remedies and cease funding under the DIP facility.  This estate
also need not be forced to incur the additional expense
associated with appointment of a Trustee.

Ultimately, Mr. Waite asserts that the appointment of an examiner
is not required in DirecTV's case and is unwarranted under the
circumstances.  The Debtor does not have fixed, liquidated,
unsecured non-trade, non-insider debt exceeding $5,000,000.  The
vast majority of the Debtor's debt is owed to Hughes, an insider
of the Debtor.  The Debtor's remaining obligations are owed to
trade creditors or taxing authorities.  Moreover, Raven's
$189,000,000 claim under the Put Agreement is entirely disputed
by the Debtor.  Thus, the Court is not required to appoint an
Examiner pursuant to Section 1104(c)(2) of the Bankruptcy Code.

Mr. Waite tells the Court that the Committee has gained
substantial knowledge with respect to these issues during the
past several months and expended considerable estate resources in
the process.  Displacing the Committee on these matters, at this
stage and without cause, would be unnecessarily wasteful with
respect to both time and economic resources.

2. The Official Committee of Unsecured Creditors

Kathleen Marshall DePhillips, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., in Wilmington, Delaware, tells
the Court that the Committee shares Raven's dual concerns that:

    (a) Hughes holds enormous leverage in the plan confirmation
        process, and

    (b) Hughes' prepetition conduct merits extremely close
        scrutiny.

However, the Committee disagrees with Raven's conclusion that the
conflicts they cited necessarily justify the appointment of a
trustee or an examiner at this time.

Ms. DePhillips relates that the Committee has been dissatisfied
with the degree of the Debtor's cooperation with this
investigation to date.  The Committee has no doubt that the
resistance it encountered is the result of Hughes' influence.
The Committee is attempting to work through these issues with the
Debtor and is hopeful that these issues will be resolved.

All of the Hughes conflicts Raven cited are known to the
Committee.  In fact, Ms. DePhillips says, many of these conflicts
were uncovered by the Committee in discovery.  The Committee's
efforts to unravel all of Hughes' relationships with the Debtor
is still ongoing.  Presently, the Committee concedes that:

    (a) Hughes controls the Debtor.  Three of the four members
        of the Debtor's "Executive Committee" are Hughes
        employees.  Hughes employees also hold six of the seven
        senior officer positions with the Debtor and are paid by
        Hughes directly.  The Debtor then reimburses Hughes for
        this expense;

    (b) The Debtor has a monthly fixed cost of approximately
        $6,300,000 to two Hughes subsidiaries, PanAmSat and
        California Broadcast Center, which provide satellite and
        broadcasting services to the Debtor;

    (c) Hughes, through DirecTV LA Holdings Corporation, also has
        equity interests in the Hughes LOCs.  These Hughes LOCs
        could not function absent the Debtor's continued
        operation; and

    (d) Hughes has a 75% ownership stake and is the primary
        creditor of Surfin Group, which provides financing to all
        LOCs in each region for the cost of integrated receiver
        decoders.  Repayments are made directly from the LOCs to
        Surfin.  The Debtor has apparently guaranteed the Surfin
        Obligations in an amount exceeding $300,000,000, secured
        by a pledge of the Debtor's equity in the LOCs.  The
        Debtor's continued operation is necessary for the LOCs to
        honor their Surfin Obligations.

Ms. DePhillips notes that Section 1104(a) of the Bankruptcy Code
provides that the Court may appoint a trustee "(1) for cause,
including fraud, dishonesty, incompetence, or gross mismanagement
of the affairs of the debtor by current management . . . or (2)
if the appointment is in the interests of creditors, any equity
security holders, and other interests of the estate, without
regard to the number of holders of securities of the debtor or
the amount of assets or liabilities of the debtor."  However, Ms.
DePhillips argues, a Chapter 11 trustee in DirecTV's case is not
mandated by either the "cause" or "best interests" standards
embodied in Sections 1104(a)(1) and (2).  Ms. DePhillips relates
that many courts held that the existence of conflicts, standing
alone, does not necessarily justify the appointment of a trustee.

The Committee believes that Raven's "cause" argument for the
appointment of a trustee is unpersuasive, given the ameliorative
steps taken to address the Hughes conflicts.  In particular, the
Debtor and Hughes agreed to take some steps necessary to create a
balanced plan negotiation playing field.  The most obvious
example is the $2,000,000 investigation fund, which Hughes
provided to the Committee to investigate the very relationships,
which give Raven concern.  Thus, Ms. DePhillips asserts, this is
not a case where a debtor will be expected to investigate claims
against its own affiliates.  That is the Committee's job, and the
Committee has been funded to perform that function.  Thus, the
existence of conflicts, standing alone, should not constitute
cause for the appointment of a trustee.

Furthermore, Ms. DePhillips refutes Raven's assertions that the
appointment of a trustee is in the best interests of the
creditors, notwithstanding the obvious Hughes conflicts, for at
least three reasons:

    (a) The occurrence of default under the Hughes DIP Financing
        is not in the best interest of creditors.

        Most obviously, the appointment of a trustee has the
        potential to terminate this reorganization because it
        constitutes an event of default under the proposed Hughes
        DIP Financing.  The Committee is at a loss as to how
        taking this risk could be in the best interest of
        creditors.

    (b) The additional cost and delay of the appointment of a
        trustee is not in the best interest of creditors.

        The appointment of a trustee will obviously create
        significant delay in the plan negotiation process.  A
        stranger will be asked to take over management control of
        the Debtor and then attempt to educate himself or herself
        as to the extraordinarily complicated relationships of
        which Raven complains.  In the meantime, it is reasonable
        to assume that the plan process will simply grind to a
        halt.

    (c) The appointment of a trustee will not cleanse the plan
        negotiation process of conflict but will rather
        complicate the process by introducing an additional
        player.

        The Committee's goal in this case is the consensual
        reorganization of the Debtor as a going concern.  This
        goal necessitates an enormous amount of negotiation with
        Hughes.  Nonetheless, Raven asserts that a trustee should
        be appointed so that there is an independent party with
        whom the Committee can negotiate a plan and who can
        negotiate the Debtor's contracts without the taint of
        conflict.

        If a trustee is appointed, Hughes would no longer control
        the Debtor in the plan process.  Nonetheless, the
        Committee would have to negotiate or litigate with Hughes
        directly concerning Hughes' prepetition claims,
        prepetition contractual activities, going forward
        satellite commitments, going forward customer commitments
        and the proper resolution of Hughes' enormous
        superpriority administrative claim in DirecTV's case.

        The appointment of a trustee would not facilitate any of
        these negotiations.  From the Committee's perspective, the
        appointment of a trustee would simply inject a newcomer to
        the negotiation process, at the cost of additional
        monetary expense and unavoidable delay.

There is also no current need to fund an examiner, because Hughes
has already agreed to fund the Committee, to the extent of
$2,000,000, to examine the very relationships and prepetition
events of which Raven complains.

Raven also asks the Court to appoint an examiner, who would
evaluate the numerous intercompany issues and transactions
engaged in by the Debtor, Hughes and its affiliates.  Raven does
not address the obvious inefficiency and economic waste inherent
in its proposal, Ms. DePhillips notes.  Rather, Raven focuses on
the fact that the appointment of an examiner is mandated, given
the size of DirecTV's case.  While the Bankruptcy Code appears to
mandate the appointment of an examiner, it gives the Court
complete flexibility to determine the scope of the investigation
that the Court believes is appropriate.

Accordingly, the Committee asks the Court to deny Raven's request.

3. Hughes Electronic Corporation

Hughes and its wholly owned subsidiary, DIRECTV Latin America
Holdings, Inc. object to Raven Media Investments LLC's request
for the appointment of a Trustee or Examiner because Raven's
arguments are weak.  Hughes believes that the arguments are
nothing more than expressions of Raven's frustration at the
Debtor's unwillingness to concede in an unrelated proceeding in
the case that Raven's alleged claims, which are based on its
prepetition equity interests in the Debtor, should be regarded as
general unsecured prepetition claims against the Debtor's estate.

Raven's request generally alleges that a crisis exists at the
Debtor's management level that threatens its Chapter 11 estate.
Richard P. Krasnow, Esq., at Weil, Gotshal & Manges, in New York,
notes that Raven's request features a long and confusing
recitation of alleged facts and a "parade of horribles" that
might occur if the Court declines to appoint a trustee or an
examiner with expanded powers.  It is not surprising that Raven's
request contains a relatively short discussion of the law.

Mr. Krasnow asserts that the entire premise of Raven's request --
that the Debtor's relationships with Hughes and Hughes'
affiliates render the Debtor unfit to discharge its fiduciary
duties as a debtor-in-possession -- is based on pure speculation.
At no point does Raven even allege that the Debtor has breached
its fiduciary duties or otherwise acted improperly since the
commencement of the case almost four months ago.  Instead, Raven
attempts to cast a shadow over the case simply by:

    (i) describing the relationships, which have already been
        publicly disclosed to the Court numerous times by the
        Hughes Entities and the Debtor, among the Debtor, Hughes
        and Hughes' affiliates, and

   (ii) guessing that the Debtor, Hughes, Hughes' affiliates and
        their employees and professionals, none of whom Raven has
        the audacity to allege has yet engaged in misconduct, will
        breach their fiduciary duties and act unprofessionally or
        inappropriately because of the relationships.

Not surprisingly, Raven is unable to cite a single case in which
a court found cause for the appointment of a trustee solely
because of a potential or anticipated conflict of interest.  In
Marvel and Sharon Steel, the only cases stated in the Trustee
Motion, the courts found that extensive postpetition misconduct
had already occurred, and thus the extreme and disfavored remedy
of a trustee appointment was based on something much more
substantial than the uniformed predictions of a disputed
creditor.

Mr. Krasnow relates that the Bankruptcy Court's decision in
Clinton 85 B.R. 980 (Bankr. E.D. Pa. 1988) is more apposite to
the Debtor's current case than either Marvel or Sharon Steel.  In
Clinton, a significant creditor of the debtor moved for the
appointment of a trustee because interrelationships between the
debtor, the debtor's principal and a non-debtor company owned by
the debtor's principal that leased equipment to the debtor made
the creditor suspicious that the debtor and its principal were
siphoning the debtor's assets to the non-debtor affiliate.

The Clinton Court observed that the movant failed to provide
evidence that the postpetition lease agreements were
unreasonable, and elaborated that, as long as a debtor keeps
sufficient books and records, a movant cannot meet its burden of
showing cause for the appointment of a trustee simply by alleging
impropriety based on interrelationships between a debtor and non-
debtor affiliates, but must actually establish the existence of
the impropriety.

Mr. Krasnow points out that the Debtor's conduct is clearly
distinguishable from the conduct of the debtors in Marvel and
Sharon Steel, where the debtors engaged in significant
improprieties postpetition.  Moreover, the evidence Raven
provided to show cause for the appointment of a trustee does not
even rise to the level of the evidence the movant in Clinton
provided, where the debtor failed to seek necessary court
approvals before engaging in postpetition transactions with
affiliates.

Raven alleges that an absence of checks and balances in the case
gives cause for the appointment of a trustee.  Mr. Krasnow argues
that this argument contains several glaring weaknesses:

    (a) It assumes that the Debtor and its professionals will
        breach their fiduciary duties to the parties-in-interest;

    (b) It heavily discounts the role of the Committee;

    (c) It overlooks the ability of all parties-in-interest,
        including Raven, to object to any relief the Debtor may
        request; and

    (d) It ignores the role of the Court -- any conduct of the
        Debtor outside of the ordinary course of its business
        requires review by the Court.

In short, the system of checks and balances present in any
Chapter 11 case is in place in DirecTV's case, and is fully
capable of protecting the Debtor's estate from adverse
consequences that Raven guesses might arise from the Debtor's
alleged conflicts of interest.

Furthermore, Raven cannot cite a case law that will satisfy
Section 1104(a)(2) of the Bankruptcy Code, which authorizes the
appointment of a trustee in a Chapter 11 case if the appointment
is in the interests of creditors, any equity security holders,
and other interest of the estate without regard to the number of
the Debtor's holders of securities or the amount of its assets or
liabilities.  In fact, several cases hold the opposite -- that
conflicts of interest do not justify the appointment of a trustee
pursuant to Section 1104(a)(2) absent proof of some actual
failure by the debtor-in-possession. See e.g., In re Royster Co.,
145 B.R. 88, 90-91 (Bankr. M.D. Fla. 1992); In re ATR Dev. Co.,
97-19838DAS, 1997 WL 614372, *1-*2 (Bankr. E.D. Pa. Oct 2, 1997);
In re Justus Hospitality Prop., Ltd., 86 B.R. 261, 266-67 (Bankr.
M.D. Fla. 1988); Klien/ray, 100 B.R. at 511.

When considering whether the appointment of a trustee is in the
interests of a debtor's parties-in-interest, a Court should also
consider the costs to the Debtor's estate of the appointment of a
trustee.  In DirecTV's case, the appointment would be extremely
damaging to the estate.  The appointment of a trustee is
inherently fraught with delay and expense, and as regularly
recognized by the Courts, causes the displacement of experienced
management to the detriment of creditors.

Mr. Krasnow also notes that Raven's request is riddled with false
and misleading assertions:

    (a) Raven makes a series of allegations about agreements
        between Hughes and Darlene Investments, LLC, another
        holder of prepetition equity interests in the Debtor.
        However, the first page of the draft term sheet cited by
        Raven as evidence of the agreements clearly states that
        "This Term Sheet is not a binding agreement and is subject
        to negotiation and completion of definitive agreements and
        obtaining requisite approvals of Hughes and Darlene . . .
        as well as any required approval of any Bankruptcy Court."

        Despite this language, Raven misleadingly characterizes
        the contents of the Term Sheet as an existing and binding
        agreement between Hughes and Darlene.  Not surprisingly,
        the actual agreement Hughes and Darlene ultimately
        executed contained materially different terms from those
        Raven alleged.

    (b) Raven alleges that the bonuses of the Debtor's current
        management all are based on Hughes' performance, not the
        Debtors.  Mr. Krasnow asserts that this is simply not
        true.  The DIRECTV Latin America 2003 Retention Plan,
        approved by a May 13, 2003 Court Order, provides for the
        payment of bonuses to the Debtor's current management
        based solely on criteria related to the Debtor.

In addition, Mr. Krasnow says, appointing a trustee would
immediately create an Event of Default under the DIP Facility.
This Event of Default would allow Hughes to terminate its
obligations to loan funds under the DIP Facility and declare the
loans under the DIP Facility due and payable, thus potentially
forcing the Debtor into immediate liquidation.

In the event that the Court denies Raven's request for the
appointment of a trustee, Raven alternatively seeks the
appointment of an examiner pursuant to Section 1104(c) of the
Bankruptcy Code with the power either to:

    (i) act for the Debtor on all business and legal issues
        between the Debtor and Hughes and its affiliates, or

   (ii) investigate and file a report on a broad range of issues
        related to transactions between the Debtor and Hughes and
        and Hughes' affiliates.

Raven alleges that an examiner must be appointed because the
Debtor's requisite debts exceed the $5,000,000 threshold Section
1104(c)(2) of the Bankruptcy Code established.  However, the
Debtor vigorously disputes this allegation.  Hughes adopts by
reference the Debtor's argument with respect to this allegation.

Raven also alleges that the appointment of an examiner is in the
interests of the Debtor's creditors and other parties-in-interest
because the Debtor purportedly cannot evaluate the issues
relating to transactions between the Debtor, Hughes and Hughes'
affiliates.  However, Mr. Krasnow states, Raven is unable to cite
any probative evidence of any misconduct by the Debtor's
management.  On the contrary, an investigation by an examiner of
Hughes and its affiliates' relationships with the Debtor would be
duplicative of the ongoing Investigation and extremely wasteful
of the Debtor's limited assets, manpower and time.

In the event that the Court appoints an examiner with powers
merely to investigate and report on issues relating to the Debtor
and Hughes and Hughes' affiliates, to ensure that the appointment
is fair and equitable and to avoid the subjection of the Debtor
and Hughes to costly and duplicative simultaneous investigations,
Hughes submits that such examiner:

    (i) should entirely replace the Committee in its
        Investigation, and

   (ii) may have access to the Investigation Carve-out to fund any
        investigation or prosecution of claims or defenses against
        Hughes and its affiliates, but that:

        -- the amount of the Investigation Carve-out will not be
           increased, and

        -- the examiner will not have access to additional funds
           for the Additional Investigation.

To the extent that the Final DIP Order does not address the
appointment of an examiner, and no other portion of the DIP Order
provides a mechanism for funding an investigation, Hughes agrees
to the ample Investigation Carve-out to provide the Debtor's
other creditors with a fair opportunity to understand the
relationships between the Debtor and Hughes and Hughes'
affiliates.  Hughes, however, will not fund continually
multiplying, redundant investigations.

Granting Raven's request would likely devastate the Debtor's
reorganization efforts and seriously harm the interests of the
Debtor's legitimate creditors.  Accordingly, the Hughes Entities
ask the Court to deny Raven's request in its entirety. (DirecTV
Latin America Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


DYNEGY: Executes Workout Deal Documentation with ChevronTexaco
--------------------------------------------------------------
Dynegy Inc. (NYSE:DYN) has executed definitive documentation with
ChevronTexaco Corp., (NYSE:CVX) related to its previously
announced restructuring transaction.

Dynegy and ChevronTexaco have agreed to restructure the $1.5
billion of Series B Preferred Stock currently held by a subsidiary
of ChevronTexaco. ChevronTexaco will exchange the outstanding
shares of Series B Preferred Stock for an aggregate of $850
million from Dynegy as follows: a cash payment of $225 million;
$225 million principal amount of newly issued Dynegy Junior
Unsecured Subordinated Notes due in 2016; and $400 million in
newly issued shares of Dynegy Series C Convertible Preferred
Stock. Details related to the transaction were included in
Dynegy's Form 8-K filed on July 28.

The transaction is subject to various terms and conditions set
forth in the definitive documentation, including the consummation
of Dynegy's previously announced private offerings and receipt of
applicable regulatory and other approvals.

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.


ELAN CORP: Secures Covenant Breach Waivers from EPIL Noteholders
----------------------------------------------------------------
Elan Corporation, plc (NYSE:ELN) has sought and received
agreements from a majority of the holders of the guaranteed notes
issued by Elan's qualifying special purpose entities, Elan
Pharmaceutical Investments II, Ltd., and Elan Pharmaceutical
Investments III, Ltd.

The agreements received from the EPIL II and EPIL III noteholders
waive compliance by Elan with certain provisions of the documents
governing the EPIL II and EPIL III notes that required Elan to
provide the noteholders with 2002 audited consolidated financial
statements by June 29, 2003. The waivers are effective through
August 8, 2003. Elan did not pay a fee in connection with
obtaining the waivers.

As previously announced, the Office of Chief Accountant and the
Division of Corporation Finance of the Securities and Exchange
Commission have questioned Elan's historic accounting for EPIL III
and for a related transaction. Although Elan is currently
evaluating the impact on its previously reported financial
results, Elan expects that its 2002 Form 20-F will include a
restatement of its 2001 U.S. GAAP financial results to consolidate
EPIL III from its date of establishment on March 15, 2001. In
addition, Elan expects that its 2002 Form 20-F will include an
adjustment to its previously announced unaudited U.S. GAAP
financial information for 2002 to reflect the consolidation of
EPIL III and to consolidate Shelly Bay Holdings Ltd., an entity
established by Elan and owned by an unaffiliated third party, from
June 29, 2002 through September 30, 2002. Shelly Bay acquired
certain financial assets from EPIL III on June 29, 2002.

The estimated impact of the restatement will be to reduce diluted
earnings per share for 2001 from approximately $0.95 to
approximately $0.75. For 2002, the restatement is expected to
reduce the diluted loss per share from approximately $6.87 to
approximately $6.69. Shareholders' equity at December 31, 2002, is
expected to be reduced by less than $10 million.

Under Irish GAAP, EPIL III has been accounted for by Elan as a
subsidiary since the date of EPIL III's establishment. Therefore,
the restatement will not affect Elan's previously filed Irish GAAP
financial statements.

Elan is devoting all necessary resources to completing and filing
the 2002 Form 20-F as expeditiously as possible. However, Elan
cannot provide any assurances as to the timing of the completion
of its evaluation or the filing of its 2002 Form 20-F.

The issues raised by the Office of Chief Accountant and the
Division of Corporation Finance of the SEC are separate from the
ongoing investigation by the SEC's Division of Enforcement. No
assurance can be given as to any issues that may arise as a result
of that investigation.

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

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


ESSENTIAL THERAPEUTICS: Confirmation Hearing Set for Aug. 14
------------------------------------------------------------
On June 25, 2003, the U.S. Bankruptcy Court for the District of
Delaware ruled on the adequacy of the Disclosure Statement
prepared by Essential Therapeutics and its debtor-affiliates to
explain their Plan of Reorganization.  Judge Walrath found that,
pursuant to section 1125 of the Bankruptcy Code, the document
contains the right kind and amount of information that creditors
will need to make informed decisions about whether to vote to
accept or reject the Plan.

A hearing to consider confirmation of the Debtors' Plan is set for
August 14, 2003, at 3:00 p.m., before the Honorable Mary F.
Walrath.

Confirmation Objections, if any, must be received by the Clerk of
the Bankruptcy Court on or before Aug. 8 and copies must be served
on:

        1. Counsel to the Debtor
           Ashby & Geddes, P.A.
           222 Delaware Avenue
           P.O. Box 1150
           Wilmington, DE 19899
           Attn: Christopher S. Sontchi, Esq.
           Fax: 302-654-2067

        2. Office of the United States Trustee
           J. Caleb Boggs Federal Building
           844 King Street
           Suite 2313
           Wilmington, DE 19801

Essential Therapeutics, Inc., and its debtor-affiliates are
biopharmaceutical companies committed to the discovery,
development and commercialization of critical products for life
threatening diseases. The Company filed for chapter 11 protection
on May 1, 2003 (Bankr. Del. Case No. 03-11317). Christopher S.
Sontchi, Esq., at Ashby & Geddes and Guy B. Moss, Esq., at Bingham
McCutchen LLP represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $46,317,000 in total assets and $65,073,000
in total debts.


FEDERAL-MOGUL: June 30 Balance Sheet Upside-Down by $1.3 Billion
----------------------------------------------------------------
Federal-Mogul Corporation (OTC Bulletin Board: FDMLQ) reported
financial results for the second quarter 2003.

Second-Quarter Highlights:

* Net sales were $1,445 million

* Net cash provided from operating activities was $168 million, an
  improvement of $93 million over 2002

* Chip McClure appointed chief executive officer and president

* Federal-Mogul honored by both IAPA and Uni-Select as Vendor of
  the Year

* Opened a Technical Training Institute for customers in
  Burscheid, Germany

For the second quarter of 2003, Federal-Mogul posted sales of
$1,445 million, up slightly compared to $1,442 million in 2002.
Excluding the effect of foreign exchange and divestitures, second
quarter 2003 sales were down five percent.

Federal-Mogul reported a second quarter net loss of $5 million,
compared to net earnings of $16 million in the second quarter of
2002. Excluding the effects of Chapter 11 and Administration
related reorganization expenses and business divestitures,
Federal-Mogul reported pretax results from operations of $48
million in the second quarter 2003 compared to $60 million in the
second quarter 2002 (a reconciliation of pretax results from
operations to reported net income is provided in the supplemental
data).

Operating cash flows for the second quarter of 2003 were $168
million, compared to $75 million in the second quarter of 2002.
The company's strong cash flow was used to pay down the Debtor-in-
Possession (DIP) financing by $90 million. 2003 year-to-date cash
flow from operating activities was $201 million compared to $107
million for the same period in 2002.

"We continue to make steady operational progress in a difficult
market. Pricing continues to place pressure on the supplier
community and we are working closely with our customers to
identify mutually beneficial cost savings opportunities," said
Chip McClure, chief executive officer and president. "We remain on
course with our strategic plan and I'm pleased with our execution,
especially in the areas of cash flow and productivity. Through
productivity, we have been able to offset industry pricing
pressures, increased pension expense and inflation."

We've also launched a renewed focus on innovation to drive organic
growth," added McClure. "This initiative is backed by an energized
team dedicated to developing new products and creating value by
differentiating the products and services we provide to our
customers."

                         Aftermarket Sales

Sales of replacement parts to aftermarket customers totaled 45
percent of Federal-Mogul's second quarter 2003 sales. Second
quarter 2003 aftermarket sales were $655 million, compared to $660
million for second quarter 2002. Weak market conditions in
Venezuela, Mexico and the Middle East as well as softness in
retail sales in North America impacted aftermarket sales.
Excluding the effect of foreign exchange, aftermarket sales were
down five percent compared to 2002. By geographic region, second
quarter 2003 aftermarket sales were 75 percent in the Americas and
25 percent in Europe.

"We are very proud to have been honored as Vendor of the Year from
two significant aftermarket customers, IAPA and Uni-Select," said
McClure. "We have also just completed the expansion of our web
order management system which is now serving more than 800
customers with over 24,000 transactions per month."

New product launches for the second quarter include the Anco(R)
Hydroclear wiper blade in North America and the Ferodo(R) DS
Performance aftermarket brake pad in Europe. Federal-Mogul
continues to experience success with the Wagner ThermoQuiet(TM)
brake pad securing in the second quarter $10 million of annual new
business for that product line.

                     Original Equipment Sales

Sales of parts to original equipment customers totaled 55 percent
of the company's second quarter 2003 sales. Second quarter 2003 OE
sales were $790 million, compared to $754 million in 2002.
Excluding the effect of foreign exchange, sales decreased five
percent compared with 2002. By geographic region, second quarter
2003 OE sales were 38 percent in the Americas, 59 percent in
Europe and three percent in the rest of the world.

Second quarter OE sales for the global Friction product line
improved to $110 million, from $95 million in 2002. Excluding the
effect of foreign exchange, Friction sales increased by three
percent. By geographic region, second quarter 2003 OE Friction
product sales were 30 percent in the Americas and 70 percent in
Europe.

Second quarter OE sales for the global powertrain product lines of
Bearings, Pistons, Piston Rings and Liners, and Sintered Valve
Train and Transmission Products were $475 million, compared to
$426 million in 2002. Excluding divestitures and the effect of
foreign exchange, sales were relatively flat. By geographic
region, second quarter 2003 OE powertrain product sales were 28
percent in the Americas, 71 percent in Europe and one percent in
the rest of the world.

Second quarter OE sales for the global product lines of Sealing
Systems and Systems Protection were $164 million, compared with
$171 million in 2002. Excluding the effect of foreign exchange,
sales were down eight percent. By geographic region, second
quarter 2003 OE Sealing Systems and Systems Protection sales were
70 percent in the Americas, 29 percent in Europe and Africa, and
one percent in the rest of the world.

Second quarter OE sales in all other product lines (which consists
primarily of OE Lighting and Asia Pacific) were $39 million
compared with $62 million in 2002. The decrease in sales was
primarily attributable to the divestiture of the Signal-Stat
lighting business in 2002. By geographic region, sales were 48
percent in the Americas and 52 percent in the rest of the world.

Federal-Mogul's June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $1.3 billion.

Federal-Mogul is a global supplier of automotive components, sub-
systems, modules and systems serving the world's original
equipment manufacturers and the aftermarket. The company utilizes
its engineering and materials expertise, proprietary technology,
manufacturing skill, distribution flexibility and marketing power
to deliver products, brands and services of value to its
customers. Federal-Mogul is focused on the globalization of its
teams, products and processes to bring greater opportunities for
its customers and employees, and value to its constituents.

Headquartered in Southfield, Michigan, Federal-Mogul was founded
in Detroit in 1899 and today employs 47,000 people in 24
countries. On October 1, 2001, Federal-Mogul decided to separate
its asbestos liabilities from its true operating potential by
voluntarily filing for financial restructuring under Chapter 11 of
the Bankruptcy Code in the United States and Administration in the
United Kingdom. For more information on Federal-Mogul, visit the
company's Web site at http://www.federal-mogul.com


FEDERAL-MOGUL: Wants to Reject Uniform Pacts with 33 Lessors
------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates want to walk
away from certain unexpired executory contracts, including related
amendments, in which the Debtors obtain garment-cleaning services
and lease standard uniforms and apparel for use at their various
facilities in the United States.

The Debtors historically have contracted for the service and
supply of their uniforms and apparel from a variety of different
vendors across the United States.  They are generally obligated
to pay the Uniform Lessors a weekly service charge per each
garment leased, estimated to aggregate $1,500,000 annually.

After seeking proposals from various major vendors for the service
and supply of uniforms, the Debtors have selected one of their
largest national supply vendors to service and supply the uniforms
at only $940,000 per year.  By rejecting the Old Uniform
Contracts, the Debtors anticipate an annual cost savings totaling
$560,000.

To facilitate an orderly replacement of the uniforms currently in
place, and to minimize the cost, the Uniform Lessor will be
notified about the rejection of the Old Uniform Contract and that
the uniforms are ready for their retrieval.  The Debtors intend
to cease paying rent of the uniforms on an administrative basis
ten business days after the notification.

The Debtors leased uniforms from:

  (1) Aramark in Decatur, AL
  (2) Aramark Uniform Services in Decatur, AL
  (3) Aramark Uniform Services in East Moline, IL
  (4) Aramark Uniform Services in Indianapolis, IN
  (5) Aramark Uniform Services in South Bend, IN
  (6) Aramark Uniform Services in Bowling Green, KY
  (7) Aramark in Shelbyville, TN
  (8) Mission Linen & Uniform Service in El Paso, TX
  (9) Wildman Uniform & Linen in Warsaw, IN
(10) UniFirst Corporation (mats/rags) in Mount Joy, PA
(11) UniFirst in Columbia, SC
(12) UniFirst in Columbia, SC
(13) UniFirst in Cookeville, TN
(14) Arrow Uniform Rental in Grand Rapids, MI
(15) Coyne Textile Services in York, PA
(16) Coyne Textile Services in Winchester, VA
(17) Cintas Corporation in Mason, Ohio
(18) G&K Services, Inc. in Atlanta, GA
(19) G&K Services in Green Bay, WI
(20) G&K Services in Wisconsin Rapids, WI
(21) G&K Services, Inc. in Minnetonka, MN
(22) G&K in Menomonee Falls, WI
(23) Van Dyne Crotty Inc. in Erlanger, KY
(24) Van Dyne Crotty in Toledo, OH
(25) Van Dyne Crotty, Inc. in Delphos, OH
(26) Leef Brothers, Inc. in Waseca, MN
(27) Grantex in Wyoming MI
(28) AE Goetze-South Bend/Van Dyne Crotty in Dayton, OH
(29) Domestic Uniform Rental in Wayne, MI
(30) Prudential in Commerce, CA
(31) Spirit Uniform Service in Bowling Green, KY
(32) Spirit in Columbus, OH
(33) Continental Linen Service in Brighton, MI
(Federal-Mogul Bankruptcy News, Issue No. 40; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FLEMING: Asks Court to Approve Gleacher Termination Agreement
-------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates engaged
Gleacher Partners LLC to perform financial advisory and investment
banking services on March 18, 2003 pursuant to an engagement
letter.  Gleacher is entitled to receive $200,000 per month and
Amendment, Restructuring or Divestiture Fees for the services
provided, plus expenses. Gleacher received a $500,000 prepetition
retainer.  The Debtors and Gleacher structured these fees to
reflect the fact that the firm would be performing a comprehensive
set of services over a substantial period of time -- including the
period throughout the bankruptcy if necessary -- on the Debtors'
behalf.

When the Chapter 11 petitions were filed, the Debtors advised
Gleacher that they want to continue its services as investment
banker throughout the Chapter 11 cases and would seek court
approval to retain Gleacher.  Because of the size and complexity
of the assignment, Gleacher was required to immediately devote
substantial resources to the project, which in turn required the
firm to divert personnel from other existing projects to meet the
Debtors' needs.  Between March 12, 2003 and April 1, 2003, six
Gleacher professionals worked for the Debtors, four of them full-
time.  Gleacher was paid $200,000 in professional fees and
$75,000 in reimbursed expenses before the Petition Date.

Relying on the Debtors' request, Gleacher continued to perform
investment banking services on and after the Petition Date.
Gleacher devoted seven professionals to the Debtors, four of them
full-time.  Gleacher stationed its professionals full-time at the
Debtors' corporate headquarters in Lewisville, Texas and
performed, among other things, an evaluation of the Debtors'
business, operations and prospects, an analysis of the Debtors'
liquidity and financing requirements and an analysis of various
restructuring scenarios and the impact of these scenarios on the
value of the Debtors and the recoveries of those stakeholders
affected by the restructuring.  Gleacher diverted its
professionals from other engagements.

As a result of recent developments in their Chapter 11 cases, the
Debtors subsequently determined not to utilize Gleacher's services
and instead sought to obtain financial advisory services from
Blackstone Group LP.  The Debtors advised Gleacher of this
decision.  Consequently, the Debtors and Gleacher negotiated a
termination agreement, which in material part provides that:

    -- Gleacher will be entitled to retain its prepetition
       Retainer as full and final compensation of postpetition
       services it provided;

    -- Gleacher will file a final application for compensation for
       services rendered and reimbursement of expenses incurred
       postpetition, seeking no more than the Retainer amount.
       The full amount of compensation and reimbursement
       contemplated by the Termination Agreement will be paid from
       the Retainer that Gleacher held on the Petition Date; and

    -- Gleacher and the Debtors mutually release each other from
       claims arising out of Gleacher's engagement, with limited
       exceptions related to, among other things, confidentiality
       of information and use of work product.

By this motion, the Debtors ask the Court to approve the
Termination Agreement.  The Debtors also seek Judge Walrath's
permission to perform their obligations under the Agreement,
including paying Gleacher final compensation for its services and
reimbursing its expenses.

The Debtors explain that the engagement letter provided Gleacher
an opportunity to earn Restructuring or Divestiture Fees.  As a
result of the termination of its engagement, that opportunity is
now lost and some of the significant benefits that Gleacher
anticipated from the engagement have been eliminated.  The
Debtors assert that the firm's services were necessary to enable
them to prepare for the Chapter 11 petition, obtain critical
financing and comply with Bankruptcy Code requirements during the
first weeks of their cases.  The engagement placed immediate and
substantial demands on Gleacher's resources.

The Debtors believe that the retention of the Retainer is
appropriate to compensate Gleacher for its assistance in the time
period before and immediately after the bankruptcy filing, the
extraordinary mobilization efforts required for the engagement,
its role in obtaining debtor-in-possession financing and
identifying alternative DIP financing opportunities and the lost
opportunity to earn a Restructuring or Divestiture Fee. (Fleming
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GAP INC: Board Declares Quarterly Dividend Payable on October 6
---------------------------------------------------------------
Gap Inc. (NYSE: GPS) announced that its Board of Directors voted a
quarterly dividend of $0.0222 per share payable on October 6,
2003, to shareholders of record at the close of business on
September 19, 2003.

As reported in Troubled Company Reporter's Wednesday Edition,
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.


GAUNTLET: FirstEnergy Begins Shareholder Maximization Process
-------------------------------------------------------------
Gauntlet Energy Corporation announces that FirstEnergy Capital
Corp. has initiated the stakeholder maximization process for the
sale and restructuring of Gauntlet and its assets with a view to
receiving final proposals from interested parties by
September 15, 2003. The data room is scheduled to open on
July 31, 2003.

Total production for Gauntlet is currently estimated to be 2,500
boe/d (6:1) composed of 14.5 mmcf/d of natural gas and 90 bbls/d
of oil and natural gas liquids. Gauntlet's northern area
production is currently estimated to be 5.3 mmcf/d of natural gas
and its central area production is currently estimated to be 9.2
mmcf/d of natural gas.

In conjunction with the sales process, Gauntlet has engaged its
independent engineers to conduct an updated evaluation, effective
August 1, 2003, of both its northern reserves and central
reserves. Based on the current level of production from the
northern area, management expects there to be a significant
downward revision to its northern reserves.

                           *   *   *

As previously reported, Gauntlet Energy Corporation's stay of
proceedings preventing creditors' actions against it has been
extended by the Court of Queen's Bench of Alberta to
August 29, 2003. Gauntlet's banker, which is its primary secured
creditor and the Court-appointed Monitor supported the application
to the Court for the extension.


GENTEK INC: Noma Wants Canadian Claims Objection Protocol Fixed
---------------------------------------------------------------
The U.S. Bankruptcy Court established April 14, 2003 as the
deadline for filing proofs of claim in, among others, Noma
Company's bankruptcy case.  Noma obtained a similar relief in the
Canadian Proceeding and all its creditors were required to file
their claims by April 14, 2003.

According to Jeremy W. Ryan, Esq., at Saul Ewing LLP, in
Wilmington, Delaware, since the Bar Date, Noma and its
professionals have commenced the process of reviewing and
reconciling the claims.  Upon preliminary review, Noma found out
that a significant portion of the Claims is asserted by its
Canadian creditors whose claims are substantively based on
Canadian law.

Mr. Ryan tells the Court that to ensure the claims resolution
process is fair to all of Noma's creditors, it is appropriate
that objections to these Claims should be brought in the
jurisdiction in which they are based.  Noma intends to undertake
a dual claims objection process -- asserting objections to the
Canadian Claims in the Canadian Proceeding with all other claims
objections being asserted before the Delaware Court.  Mr. Ryan
relates that Noma has developed a set of procedures for
prosecuting objections to claims in the Canadian Proceeding,
which are standard claims objection procedures under the
Companies' Creditors Arrangement Act.  The Procedures contain
these key provisions:

    (a) Noma will appoint a Claims Officer who will serve in a
        similar capacity as an arbitrator for resolving claims
        objections;

    (b) The Claims Officer will determine the manner, in which
        evidence may be brought before him as well as any
        procedural matters which may arise in respect of his or
        her determination of a Canadian Claim's value.  The
        Claims Officer will have the discretion to determine who
        will bear the costs of any;

    (c) In order to object to a claim, Noma must give a creditor a
        Notice of Disallowance of that claim setting forth the
        Claim amount, Noma's proposed allowed amount, and the
        reason for disallowance;

    (d) Any creditor who intends to dispute a Notice of
        Disallowance will, within seven calendar days of the date
        of the notice, notify Noma in writing of its intention by
        delivery of a Notice of Dispute to Noma, Noma's Claims and
        Noticing Agent, and the Claims Officer, and will apply to
        have the value of its Canadian Claim determined by the
        Claims Officer;

    (e) A creditor who receives a Notice of Disallowance and
        fails to apply to the Claims Officer for a determination
        of the value of its Canadian Claim, including
        distributions under the Plan, will be deemed to be the
        accepted amount as set out in the Notice of Disallowance;

    (f) The Claims Officer may schedule a hearing no later than
        14 days from the date of the delivery of the Notice of
        Dispute.  If after the hearing, the parties have not
        resolved their dispute, the Claims Officer will make a
        ruling on the value of the Canadian Claim for all
        purposes, including distributions under the Plan; and

    (g) Either the creditor or Noma, within seven days of
        notification of the Claims Officer's determination of the
        value of a Canadian Claim, may file a motion appealing
        the determination to the Canadian Court.  The appeal will
        be made returnable within 10 days of the filing of the
        motion.  If no motion is filed, the determination of the
        Claims Officer will be final and binding upon Noma
        and the creditor.

By this motion, Noma asks Judge Walrath to approve these
Procedures and cede jurisdiction of the retention and payment of
the Claims Officer to the Ontario Superior Court of Justice.
Concurrently with this request, Noma intends to present the
Canadian Claims Objection Procedures for approval in the Canadian
Proceeding, which will set forth the procedures in detail.

Mr. Ryan reminds the Court that Section 105(a) of the Bankruptcy
Code provides that the court "may issue any order, process, or
judgment necessary or appropriate to carry out the provisions of
[the Bankruptcy Code]."  Mr. Ryan also notes that Section 304,
which governs cases ancillary to foreign proceedings, provides
useful guidance to the Court for the authority to issue grant
Noma's request.  Mr. Ryan explains that although Noma's
bankruptcy case is not an ancillary case, there are dual
proceedings taking place in the U.S. Bankruptcy Court and the
Canadian Proceedings.  The powers granted to the Bankruptcy Court
for ancillary proceedings are instructive as to its authority to
recognize a foreign claims resolution process under Bankruptcy
Code Section 105(a). (GenTek Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Court Clears Stipulation with AGX Ch. 7 Trustee
----------------------------------------------------------------
On March 31, 2003, the Court approved a settlement between Global
Crossing and Asia Global Crossing, which provides for the
transition of AGX's billing and accounting functions to AGX's
network.  In addition, AGX agreed to provide GX access to any
files, records and similar financial data, in AGX's custody,
necessary for GX to complete its financial audit in accordance
with applicable rules and regulations.

GX has not yet completed its financial audit.  Thus, GX requires
access to AGX's financial records, files and databases located at
AGX's office at 11150 Santa Monica Blvd., Suite 400 in Los
Angeles, California.

In a Court-approved Stipulation, AGX's Chapter 7 Trustee, Robert
L. Geltzer, and the GX Debtors agree that:

A. The Trustee will provide GX and its auditors, Grant Thornton
    LLP with unlimited access to the Premises, except as provided
    in this Stipulation.  At all relevant times, GX's and Grant's
    access will be supervised by security officers or other
    personnel selected, designated or approved by the Trustee.
    In addition, AGX, upon security access to the shared network
    directory currently controlled by Asia Netcom Corporation
    Limited, will provide access to the shared network directory
    to GX and Grant;

B. GX and Grant each agree that it will not remove or, in any
    way, damage or destroy, any documents, records, files or
    databases, however denominated, from the Premises; provided
    that, GX and Grant will be permitted to copy, at GX's expense,
    any of the documents, which they require, in their sole
    discretion, and remove the copies from the Premises, which
    copies are subject to inspection by the security officers or
    other personnel selected, designated or approved by the
    Trustee;

C. GX will reimburse AGX for any and all reasonable expenses
    incurred in providing accessibility to the Premises,
    including, but not limited to:

    (1) pro-rated rent from June 19, 2003 until GX informs the
        Trustee, in writing, that it no longer requires access to
        the Premises -- the Access Period;

    (2) security for the Premises during the Access Period,
        including security officers, replacement locks for the
        doors to the Premises, and video camera;

    (3) travel, accommodations and related expenses to send two
        people to California to inspect the Premises and make
        arrangements for access thereto; and

    (4) any other miscellaneous expenses incurred in connection
        with providing access to GX and Grant;

    provided, that, the Trustee provides customary documentation
    to support the charges prior to the incurrence thereof.
    Unless otherwise agreed by the parties, the Access Period
    will terminate no later than August 8, 2003;

D. Upon completion of its audit, subject to the execution by the
    Trustee and his accountant of a confidential agreement
    agreeable to Grant and containing the information described in
    this Stipulation, Grant will allow the Trustee and the
    accountant to the Trustee to review, on a confidential basis,
    the work papers Grant prepared, which related to AGX.  The
    Trustee agrees to execute a confidential agreement agreeable
    to Grant with respect to the work papers which will provide,
    among other things, that:

    (1) only the Trustee and his accountant will have access
        to the work papers;

    (2) no copies of the work papers will be made; and

    (3) the Trustee and his accountant will maintain the
        confidentiality of the information contained in the work
        papers.

    Notwithstanding, neither GX nor Grant makes any representation
    or warranties to the Trustee about the work papers and
    provision of the work papers does not constitute, imply or
    evidence the truth of anything contained therein.  Therefore,
    the work papers and their contents will not constitute a basis
    for any claim or liability by the Trustee against Global
    Crossing or Grant in connection with the preparation,
    accuracy, and completeness of the work papers.  The Trustee
    will not rely on any information provided by or contained in
    the work papers prepared by Grant.  The work papers will
    remain Grant's sole and exclusive property;

E. This Stipulation and Agreement is not intended and will not
    be deemed to create or imply that Grant has any fiduciary or
    other duties, of any kind, to the Trustee, or to the estate
    or creditors of AGX.  The Trustee understands that Grant is
    not performing any services or audit for AGX, its estate or
    the Trustee and has no duties to them in that connection
    except as specifically stated in this Stipulation; and

F. The Trustee agrees that he will not remove or destroy any
    documents, files or databases located in the Premises during
    the Access Period, without the prior written consent of GX.
    Notwithstanding, the Trustee will be permitted to remove any
    and all documentation necessary for the Trustee to carry-out
    his duties and administer AGX's Chapter 7 cases in accordance
    with the Bankruptcy Code.  To the extent that the Trustee
    removes any documentation, files or databases from the
    Premises, the Trustee will provide GX with reasonable prior
    written notice thereof and create, as his own cost, a copy of
    the documentation, which will be left in the same location as
    the original. (Global Crossing Bankruptcy News, Issue No. 44;
    Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBE METALLURGICAL: All Proofs of Claim Due by August 4, 2003
--------------------------------------------------------------
By Order of the U.S. Bankruptcy Court for the Southern District of
New York, August 4, 2003, is set as the Claims Bar Date for
creditors of Globe Metallurgical to file their Proofs of Claim
against the Debtor or be forever barred from asserting their
claims.

All proofs of claim must be received before 5:00 p.m. Eastern Time
on the bar date and addressed to:

        United States Bankruptcy Court
        Southern District of New York
        One Bowling Green
        Room 534
        New York, NY 10004-1408

Parties need not file their proofs of claim at this time if they
are on account of:

        1. Claims already properly filed with the Bankruptcy
           Court;

        2. Claims not listed as disputed, contingent or
           unliquidated;

        3. Claims previously allowed by Order of the Court;

        4. Claims already paid in full by the Debtor;

        5. Claims for which specific deadlines had previously been
           fixed by the Court; or

        6. Administrative Expense Claims of the Debtors.

Globe Metallurgical Inc., the largest domestic producer of
silicon-based foundry alloys and one of the largest domestic
producers of silicon metal, files for chapter 11 protection on
April 2, 2003 (Bankr. S.D.N.Y. Case No. 03-12006).  Timothy W.
Walsh, Esq., at Piper Rudnick, LLP represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed $50 million both in
assets and liabilities.


IMPERIAL PLASTECH: Court Extends CCAA Stay Until Sept. 16, 2003
---------------------------------------------------------------
Imperial PlasTech Inc. (TSX: IPQ) announced that the PlasTech
Group, being Imperial PlasTech and its subsidiaries, Imperial Pipe
Corporation, Imperial Building Products Corporation, Ameriplast
Inc. and Imperial Building Products (U.S.) Inc., obtained further
orders under the Companies' Creditors Arrangement Act, in
connection with the proceedings commenced by the PlasTech Group
under the CCAA on July 3, 2003, and the Bankruptcy and Insolvency
Act, in connection with the proceedings commenced by one of their
secured lenders under the BIA on June 12, 2003.

The CCAA order provides for the extension of the period of the
stay imposed under the CCAA to September 16, 2003, in order to
facilitate the continued restructuring of the PlasTech Group. The
PlasTech Group anticipates that further extensions may be required
in order to prepare and present a plan or plans of compromise or
arrangement involving the PlasTech Group and one or more classes
of their secured and/or unsecured creditors prior to the
expiration of the stay period.

The CCAA order also provides for an increase from $750,000 to
$800,000 in the Debtor-in-Possession Financing that is being
provided by A.G. Petzetakis SA, a significant shareholder of
Imperial PlasTech in order to provide continued liquidity to the
PlasTech Group in meeting anticipated requirements as operations
continue under the CCAA process.

As the PlasTech Group continues operations, Canadian production
capacity is not expected to be sufficient to meet anticipated
demand and U.S. production capacity is expected to be
underutilized. In addition, the supply of resin needed in the
production process is not expected to be sufficient to enable the
PlasTech Group to meet anticipated demand.

In an effort to address production capacity concerns, the CCAA
order approved outsourcing arrangements whereby A.G. Petzetakis
will assist the PlasTech Group in fulfilling its ordinary and
specialized purchase orders. The outsourcing arrangements also
provide for Imperial Pipe and Imperial Building Products to
manufacture from their U.S. facilities "private label" products
for A.G. Petzetakis.

In an effort to address an anticipated increase in demand and in
order to resume pipe and other operations, the BIA order approved
an agreement with one of the PlasTech Group's other secured
lenders that allows the PlasTech Group to retain one of the two
production facilities in Peterborough, Ontario.

Finally, in an effort to address the resin concerns, the CCAA
order approved the granting of security in support of credit to a
maximum of $1.0 million in favour of resin suppliers designated by
the PlasTech Group.

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


KAISER ALUMINUM: Asks Court to OK Retirees Committee Appointment
----------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates ask the
Court to appoint an official committee of retired employees to act
as the authorized representative of their retired salaried
employees and retired union employees especially those that
retired before 1976.

The Debtors plan to seek a substantial modification or termination
of retiree benefits, pursuant to Section 1114 of the Bankruptcy
Code.  As a result, the appointment of a Retirees' Committee is
required.

The Debtors explain that the first Retirees' Committee, which was
appointed in July 2002, had a limited appointment that terminated
on September 30, 2002.  The first Retirees' Committee served for
the limited purpose of assisting the Debtors' salaried retirees
in making elections to obtain benefits under the Consolidated
Omnibus Budget Reconciliation Act of 1985 (COBRA).  The Debtors
believe that the earlier Committee's membership should be
expanded to include a retired salaried employee who retired
before 1976.  The Debtors note that the salaried retirees' rights
under plans in place before 1976 differ in certain respects from
the rights of salaried employees who retired in and after 1976.

The Debtors propose that:

    (a) the composition of the Retirees' Committee include the
        individuals appointed to the First Retirees' Committee.
        These individuals are:

        -- John E. Daniel;

        -- Jesse D. Erickson;

        -- Timothy F. Preece;

        -- James B. Hobby; and

        -- David L. Perry;

    (b) a retired salaried employee who retired before 1976 be
        added to the committee, if a willing individual can be
        identified;

    (c) in the event that any of the unions that formerly
        represented retirees receiving Retiree Benefits elects not
        to serve as the authorized representative for those
        retirees, the union will have to identify a single
        individual to serve on the Retirees' Committee; and

    (d) if no candidate is timely identified, the Retirees'
        Committee will act as the authorized representative of the
        retirees who were formerly represented by the union.

The Debtors are currently paying $60,000,000 yearly in Retiree
Benefits.  They project that this obligation will increase
substantially in future years due to escalating medical costs and
increasing life expectancies of the covered individuals.  As of
January 1, 2003, the present value of the Debtors' accumulated
benefit obligation to pay Retiree Benefits, based on an actuarial
calculation prepared for financial reporting purposes, aggregates
to $790,000,000 for all active and retired employees.

The substantial majority of the Debtors' hourly retirees are
receiving Retiree Benefits pursuant to collective bargaining
agreements negotiated with the United Steelworkers of America.
Others receive Retiree Benefits under collective bargaining
agreements negotiated with other unions. (Kaiser Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc., 609/392-0900)


KISTLER AEROSPACE: UST Appoints Official Creditors' Committee
-------------------------------------------------------------
The United States Trustee for Region 18 appointed 4 members to an
Official Committee of Unsecured Creditors in Kistler Aerospace
Corporation's Chapter 11 cases:

       1. Honeywell International
          Attn: Patricia A. Martin, Director of Finance
          9201 San Mateo Blvd. NE
          Albuquerque, NM 87113-2227
          505-828-5594
          505-856-3610 (fax)
          Email: patty.martin@honeywell.com

       2. Northrop Grumman Corporation
          Attn: Larry Harrell, Vice President,
          Strategy & Technology
          1840 Century Park East
          Los Angeles, CA 90067
          310-201-3432
          Email: larry.harrell@ngc.com

       3. Aerojet-General Corporation
          Attn: Mark A. Whitney
          Gen Corp., Inc.
          P.O. Box 537012
          Sacramento, CA 95853
          916-351-8652
          916-351-8665 (fax)
          Email: mark.whitney@gencorp.com

       4. Lockheed Martin Corp.
          Attn: Thomas G. Fierke, General Counsel
          13800 Old Gentilly Road
          New Orleans, LA 70129
          504-257-4112
          504-257-4402 (fax)
          Email: thomas.g.fierke@lmco.com

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

Kistler Aerospace Corporation, headquartered in Kirkland,
Washington is developing a fleet of fully reusable launch vehicles
to provide lower cost access to space for Earth orbiting
satellites.  The Company filed for chapter 11 protection on July
15, 2003 (Bankr. W.D. Wash. Case No. 03-19155).  Jennifer L.
Dumas, Esq., and Youssef Sneifer, Esq., at Davis Wright Tremaine
LLP represent the Debtors in their restructuring efforts.  When
the Company filed for protection from its creditors, it listed
$6,256,344 in total assets and $587,929,132 in total debts.


KMART CORP: Court Approves Fredrikson as Debtor's Tax Counsel
-------------------------------------------------------------
Kmart Corporation and its debtor-affiliates obtained permission
from the Court to employ Fredrikson & Byron, PA to litigate a
variety of property tax actions and appeals in Minnesota.

The Debtors will pay Fredrikson on a contingency basis. The firm
will be paid 26% if either the amount by which a property tax is
reduced or the amount a property tax refund is increased due to
its efforts.  The contingency fee will be reduced to 20% when the
additional 6% has yielded $70,000 in compensation to the firm.
The Debtors will shoulder certain expenses incurred in the
prosecution of the tax proceedings. Consistent with past
practices, the Debtors will pay Burr Wolff, who, in turn, will pay
Fredrikson.

For the past three years, the Kmart Debtors have turned to Burr
Wolff Co. for property tax advice and to manage the processing,
audit, payment, and, if necessary, challenges to of all Kmart real
and property taxes assessed by taxing authorities all over the
United States.  Among its responsibilities, Burr Wolff engages
counsel to pursue challenges and appeals of disputable tax
assessments.

Burr Wolff engaged Fredrikson & Byron, PA to do legal services on
tax matters.  Burr Wolff asked Fredrikson to pursue certain tax
proceedings in the Minnesota Tax Court, including appeals from
certain assessors' valuations as of January 2, 2002.  The appeals
were filed on April 30, 2003. (Kmart Bankruptcy News, Issue No.
60; Bankruptcy Creditors' Service, Inc., 609/392-0900)


KNOWLES ELECTRONICS: Divest Infrared Business to FM Electronics
---------------------------------------------------------------
Knowles Electronics Holdings, Inc. has completed the sale of
Ruwido Austria Gesellschaft m.b.H., its Austrian subsidiary whose
operations made up the Infrared division, to FM Electronics
Holdings GmbH, which is controlled by the Ruwido Managing
Director, Mr. Ferdinand Maier. A small minority interest was
purchased by a second unrelated entity. Ruwido accounted for
approximately $19 million of Knowles' sales in 2002 and included
approximately $18 million of assets.

The sale price was not announced.

The sale of Ruwido is the third transaction Knowles has made in
the last twelve months aimed at focusing the company on its core
electro-acoustic business. As a result of the sale, Knowles is
required by the Amendment Number Six and Waiver to its Credit
Agreement, dated as of May 28, 2003, to make a prepayment of Term
B Facility loans outstanding under its Credit Agreement. Under Mr.
Maier's ownership, Ruwido plans to increase its presence in Human
Interface Technology, as well as toolmaking and injection molding,
to complement its strong position in the marketplace for infrared
products.

Knowles Electronics -- whose March 31, 2003 balance sheet shows a
total shareholders' equity deficit of about $521 million -- is a
leading producer of electro-acoustic solutions for telephony,
communications and the hearing aid industry. In 1999, the European
fund management company Doughty Hanson & Co, Ltd. acquired
Knowles.


LEGION INSURANCE: Commonwealth Court Grants Liquidation Order
-------------------------------------------------------------
Pennsylvania Insurance Commissioner M. Diane Koken announced that
Commonwealth Court has granted final Orders of Liquidation for the
Legion and Villanova Insurance Companies.  The liquidation orders
became effective July 28, 2003, at 12:01 a.m.  These companies are
now in liquidation.

"In August 2002, we determined that Legion did not have sufficient
liquid assets available to pay its obligations as they came due,"
Commissioner Koken said. "At that time, we petitioned Commonwealth
Court for an Order of Liquidation.

"We are relieved to finally have the ability to move forward with
liquidation. Many policyholders and other claimants were being
impacted because they did not have access to state guaranty
association coverage. The Court's liquidation orders will now
begin to trigger the state guaranty associations to pay
policyholder claims to the maximum levels provided by law. In
addition, by law, all Legion and Villanova policies will terminate
within 30 days of this action.

"While the Court has concluded that Legion and Villanova are
insolvent and should be liquidated, there are elements of the
Orders which the Department will be appealing. Our foremost
responsibility now is to take the necessary steps for the orderly
liquidation of the companies."

Legion Insurance Company and Villanova Insurance Company were both
headquartered in Philadelphia and ultimately owned by Mutual Risk
Management Ltd., a publicly held company organized in Bermuda. The
Legion insurance group also included an Illinois surplus lines
insurer, Legion Indemnity, which was liquidated in April 2003.

Legion and Villanova transacted insurance business in all 50
states. The companies wrote mainly commercial insurance products,
including workers' compensation, medical malpractice, general
liability, group accident and health, and property coverages.

Copies of the Orders of Liquidation can be obtained by logging
onto the Pennsylvania Insurance Department's Web site at
http://www.insurance.state.pa.us


LTV CORP: Asks Court to Strike GE's Affirmative Defenses in Suit
----------------------------------------------------------------
LTV Steel lashes back against GE's dismissal motion by asking the
Court to strike all of GE's affirmative defenses.

Bennett J. Murphy, Esq., at Hennigan Bennett & Dorman, in Los
Angeles, California, complains that GE has taken its
interpretation of Rule 8 of the Federal Rules of Civil Procedure
"to the extreme."  After criticizing LTV Steel for the length and
factual detail of its Complaint, GE's affirmative defenses are
nothing more than vague legal conclusions.  With the exception of
one defense that incorporates allegations of a counterclaim, GE
"fails to identify a single fact" in support of its defenses.

Because the defenses are nothing more than a litany of legal terms
without an averment of how those terms apply to the facts of this
case, GE and its counsel have failed to properly plead the
defenses and, thus, have failed to provide LTV with notice of the
nature of those defenses.  Accordingly, the defenses should be
stricken, or at the very least, GE must amend its affirmative
defenses to specify the support for its position and to provide
notice to LTV in accordance with Civil Rule 8.

           Affirmative Defenses Must Meet Rule 8 Pleading
                   Requirements Or Be Stricken

A motion under Rule 12(f) to strike affirmative defenses should be
granted where the defenses are insufficient as a matter of law and
when the motion "aids in the elimination of spurious issues before
trial, thereby streamlining the litigation."  Although motions to
strike are not always favored, in appropriate cases courts have
granted motions to strike when they "remove unnecessary clutter
from the case" and thereby "serve to expedite, not delay" the
case.

Affirmative defenses must meet the pleading requirements of the
Federal Rules of Civil Procedure, particularly Rule 8(a).
Affirmative defenses are pleadings and, therefore, are subject to
all pleading requirements of the Federal Rules of Civil Procedure.
The purpose of such pleading is to give the opposing patty notice
of the affirmative defenses and a chance to argue, if it can, why
the imposition of the affirmative defenses would be inappropriate.
Thus, to provide LTV with proper notice and to avoid being
stricken, the defenses must be more than "bare bones conclusory
allegations."

            The Affirmative Defenses Must Be Stricken,
     As They Are Nothing More Than Summary Legal Conclusions

With the exception of one defense that broadly incorporates by
reference GE's counterclaim, each affirmative defense constitutes
nothing more than a summary legal conclusion containing no
supporting facts and should be dismissed on that ground alone.
Defenses which amount to nothing more than mere conclusions of law
are not warranted by any asserted facts and have no efficacy.  In
addition, certain of the defenses should be dismissed because they
are so vaguely pleaded that LTV cannot determine the factual or
legal basis for the defense.

Mr. Murphy believes that GE's Sixth Affirmative Defense is
illustrative.  The sixth defense alleges that, "Plaintiff's claims
are barred or must be reduced by reason of acquiescence or
settlement in whole or in part, of its various claims."  Based on
this minimal information, LTV cannot even conjecture which of its
"various" claims are subject to the defense; what constitutes
LTV's purported "acquiescence"; what "settlement" of which claims
has purportedly occurred; which claims were acquiesced to or
settled in "whole" and which in "part"; the amount by which GE
believes LTV's claims must be reduced as a result of such
purported "acquiescence" or "settlement"; much less what GE
expects to prove.  Thus, the Sixth Affirmative Defense should be
stricken unless clarified so that LTV is not required to
needlessly waste time and spend money on discovery relating to
these defenses.

Motions to strike may serve to hasten resolution of cases by
eliminating the need for discovery, which in turn saves time and
litigation expenses.  Motions to strike also "eliminate
insufficient defenses" and further save "time and expense".

GE's other defenses fare no better and will similarly prejudice
LTV if the defenses are neither stricken nor clarified and
needless discovery proceeds.  The First Affirmative Defense merely
states that, "Plaintiff's claims fail to state a claim upon which
relief can be granted."  A defendant's blanket statement that a
plaintiff has failed to state a claim constitutes "no more than a
recitation of the standards for a motion to dismiss under
Fed.R.Civ.P. 12(b)(6)."  When a defendant answers a complaint
rather than move for dismissal, the defendant "concedes that the
plaintiff states a cognizable claim." Thus, the defense of failure
to state a claim as alleged by GE is simply a "bare bones,
conclusory allegation" which fails to notify LTV of any specific
infirmities in LTV's complaint, and must be stricken.

Moreover, Mr. Murphy says, LTV has properly pled its Claims for
Relief. Each of LTV's Claims for Relief states the requisite
elements and facts to support those elements.  Indeed, in its
pending motion seeking dismissal, GE has previously asserted that
LTV's claims contain too much information.  Accordingly, GE's
First Affirmative Defense for failure to state a claim upon which
relief may be granted should be stricken.

GE's Third, Fourth and Fifth Affirmative Defenses are also bare
bones, conclusory allegations that fail to provide LTV with proper
notice of any actual defense.  The Third and Fifth defenses state
simply that LTV's claims are barred "by its own inequitable
conduct" and "by the doctrine of unclean hands."  GE makes no
attempt to identify what, if any, inequitable conduct LTV has
engaged in or how LTV's "hands" have been sullied.

Similarly, GE's Fourth Affirmative Defense baldly asserts that,
"Plaintiff's claims are barred by the doctrines of estoppel and
waiver."  Since GE has failed to offer any explanation of what
conduct by LTV estops LTV from asserting its claims, and has
failed to assert basis for any purported waiver, the Fourth
Affirmative Defense must be stricken.

GE's Second Affirmative Defense asserts that "Plaintiff's claims
are subject to GE's claims of set-off and recoupment."  GE thus
fails to not only identify which claims asserted by LTV are
subject to GE's "claims" of set-off and/or recoupment, but also
fails to specify how such set off or recoupment claims reconcile
with GE's claims.  GE also fails to identify any facts that it
believes support the elements of those two legally separate
defenses.  For example, the defense of recoupment requires GE to
prove that the claims sought to be offset against one another
arose out of the "same transaction."  GE has made no attempt to
even articulate what transactions are at issue. Accordingly, LTV
cannot determine whether GE's claims against LTV arose out of the
"same" or a different transaction as LTV's claims against GE.
Moreover, the portion of the Second Affirmative Defense that
asserts the defense of setoff and the Seventh Affirmative Defense
are duplicative since GE's counterclaim solely relates to the
issue of setoff.  With respect to the Seventh Affirmative Defense,
GE's blanket reference to its 7-page "counterclaim" as the basis
for its defense is also improper and the defense should be
stricken or clarified.

For these reasons, LTV asks the Court to strike all of GE's
affirmative defenses because GE has failed to properly plead the
defense and thus has failed to provide LTV with notice of the
nature of the defenses in these cases.  This violates the letter
and spirit of the federal rules and the fundamental fairness to
LTV of having sufficient notice of allegations against it.  At the
very least, LTV asks Judge Bodoh to require GE to amend its
affirmative defenses to include a short and plain statement of
factual bases for its defenses so that LTV has sufficient notice
of the grounds for those defenses.

                   LTV Answers GE's Counterclaim
                With Affirmative Defenses of Its Own

LTV Steel generally denies all material elements and admits that,
for over 20 years, LTV and GE maintained a commercial relationship
during which, at various times, GE placed numerous orders with LTV
for flat-rolled steel products, and LTV bought various goods and
services from GE, including maintenance services, motors and
engineering services and supplies.  LTV denies each and every
remaining allegation of every material element of the counterclaim
for set-off.

LTV admits that GE filed certain claims that it characterized as
prepetition claims and certain claims that it characterized as
Administrative Expense Trade Claims.  LTV further admits that at
various times after the Petition Date, and continuing through at
least April 2002, GE and LTV unsuccessfully attempted to resolve
the amount owed by GE to LTV.

                 Failure to State A Cause of Action

GE's Counterclaim is barred because it fails to state a claim for
relief.  GE is unable to recover in the amounts alleged because GE
fails to account for the monies that GE owes to LTV and GE
improperly asserts that it is entitled to set off GECC's claims
against LTV.

                             Set-off

LTV is entitled to set off all of its claims against GE, as
alleged in LTV's First Amended Complaint.

                    Unclean Hands and Bad Faith

GE's Counterclaim is barred by the doctrine of unclean hands by
its lack of good faith because, among other things, and as alleged
in LTV's First Amended Complaint, GE has failed to pay for goods
provided by LTV to GE, through one or more of its agents, GE has
improperly withheld checks issued by GE to LTV, and GE has failed
to provide all of the services and goods claimed in connection
with the "84" Hot Strip Mill project.

          Partial Failure of Consideration and Prior Breach

GE's Counterclaim is barred for partial failure of consideration
because GE failed to timely perform all of its obligations to LTV
in connection with the "84" Hot Strip Null project.

                          Prior Payment

GE's Counterclaim relating to the "84" Hot Strip Mill project is
barred because LTV paid for GE's services in connection with the
"84" Hot Strip Mill project and GE failed to timely perform all of
its obligations to LTV in connection with the "84" Hot Strip Mill
project.

                     No Mutuality or Waiver

GE is estopped from asserting that it is entitled to set off the
claims of GECC because, among other things, GECC is a separate
entity that filed separate claims against LTV.  During the course
of its commercial relationship with GE, LTV relied on its Standard
Terms and Conditions of Sale, which do not permit GE to set off
the claims of any of its subsidiaries or affiliates, and no
agreement exists between LTV and GE permitting GE to set off the
claims of GECC or any of its affiliates.

                            Duress

GE's Counterclaim is barred under the doctrine of duress because,
after the Petition Date, LTV agreed to pay for certain
postpetition services by GE relating to the "84" Hot Strip Mill
project because GE, as the entity that had performed prepetition
services relating to the "84" Hot Strip Mill and the only entity
that was intimately familiar with the project, was the only entity
that could provide such services to LTV postpetition.

                          Preferences

GE's Counterclaim is barred pursuant to Section 502(d) of the
Bankruptcy Code because property of LTV is recoverable from GE and
because GE is a transferee of an avoidable transfer, and GE has
not paid the amounts owed to LTV, nor turned over any such
property of LTV. (LTV Bankruptcy News, Issue No. 51; Bankruptcy
Creditors' Service, Inc., 609/392-00900)


MASSEY ENERGY: Settles Business Interruption Claim for $21 Mill.
----------------------------------------------------------------
Massey Energy Company (NYSE: MEE) announced that its property and
business interruption insurance carriers agreed to pay $21 million
on Massey's claim related to the October 2000 slurry spill at its
Martin County Coal subsidiary, for property damage, business
interruption and related expenses.

At this time, the Company anticipates recording earnings per share
related to this settlement of approximately $0.13, after adjusting
for a previously booked receivable and claim settlement expenses.
The settlement will be recognized in the Company's September 30,
2003 third quarter results.

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

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

"The outlook revision reflects the enhancement to Massey's
liquidity with the establishment of its new bank credit facility,
which has alleviated near term maturity concerns," said credit
analyst Dominick D'Ascoli.

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

The ratings reflected its substantial coal deposits and contracted
production, which are tempered by high costs that have increased
volatility in the company's financial performance.


METRIS COMPANIES: CPP Acquires Enhancement Services Div. Assets
---------------------------------------------------------------
CPP Group, a privately owned, leading provider of assistance
products and services throughout Europe, and Metris Companies Inc.
(NYSE:MXT) announced that CPP has purchased the membership and
warranty products and operations of Metris' enhancement services
business. Metris will retain its credit protection and insurance
business under the terms of the agreement. In addition, CPP will
be the preferred provider of enhancement services to Metris going
forward. Terms of the transaction, which closed Tuesday, were not
announced.

"Our enhancement services business is a vibrant and profitable
business, but it requires investment to fully realize all of its
potential," said Metris Chairman and CEO David Wesselink. "We see
the purchase of this business by CPP as a terrific way to permit
the continued development of those enhancement services
opportunities, while allowing Metris to re-deploy some of its
resources into the turnaround of its credit card business."

"The acquisition of this enhancement services operation in the
United States represents a significant expansion opportunity in a
key market where we can build upon many of our existing business
partner relationships. This will therefore enable the CPP Group to
become one of the leading enhancement services groups in the
world," said Andrew Fisher, Group Chief Executive of the CPP
Group. "There are clear synergies between the two companies, with
an excellent fit in core capabilities and considerable knowledge
sharing. This acquisition will strengthen the CPP Group and
facilitate good cross-fertilization of products across the
European and U.S. markets. This is a logical progression of our
long-term growth strategy. I believe that the U.S. market is eager
for a new entrant who can bring fresh and exciting propositions,
which will challenge the existing industry dynamics. This
acquisition will therefore benefit businesses and customers
alike."

Metris' existing enhancement services customers will continue to
enjoy their current program benefits, and all business partners
will be kept informed of any proposed changes and improvements.
One of the primary concerns of both companies will be to ensure
that customers continue to receive outstanding customer service.

Bill Anderson, formerly EVP of Enhancement Services at Metris,
will continue to head up the new business, CPP North America, LLC.
The 320 employees in Jacksonville, Fla. and Minnetonka, Minn. will
remain Metris employees during a short transition period, after
which they will be eligible to become CPP employees.

CPP is purchasing Metris' membership and warranty business lines,
which include products and services that focus on protecting and
supporting consumers' identities, personal credit information and
credit cards, their merchandise and appliance purchases, as well
as services related to their automobiles, travel and health.

The CPP Group was founded in 1980. It is a leading provider of
assistance products and services throughout Europe with an
outstanding reputation for anticipating and responding to
customers' needs, and is committed to creating profitable
partnerships across each of the industries it serves. It has
operations in York, Tamworth and London in the UK and in Paris,
Madrid, Milan, Munich, Lisbon and Dublin internationally.

The CPP Group employs almost 1,300 staff who handle 3.3 million
service conversations and 6.6 million telemarketing conversations
per year. It is the business partner of choice for over 300
leading consumer brands in the financial services, utilities,
telecom, and retail sectors. In addition, the CPP Group has a
worldwide base of more than 8.3 million customers. For more
information, visit http://www.cpp.co.uk

Metris Companies Inc. (NYSE:MXT), based in Minnetonka, Minn., is
one of the largest bankcard issuers in the United States. The
company issues credit cards through Direct Merchants Credit Card
Bank, N.A., a wholly owned subsidiary headquartered in Scottsdale,
Ariz. For more information, visit http://www.metriscompanies.com
or http://www.directmerchantsbank.com

As reported in Troubled Company Reporter's July 28, 2003 edition,
Standard & Poor's Ratings Services lowered its long-term
counterparty credit and senior unsecured debt ratings on Metris
Cos. to 'CCC-' from 'CCC+'. The Minnetonka, Minnesota-based credit
card company's subordinated debt rating was lowered to 'CC' from
'CCC-'. The outlook remains negative.

"The downgrade reflects the ongoing challenge management faces in
returning the company to profitability and reestablishing access
to longer-term funding sources," said credit analyst Daniel
Martin.


MIKOHN GAMING: Red Ink Continued to Flow in Second Quarter 2003
---------------------------------------------------------------
Mikohn Gaming Corporation (Nasdaq:MIKN) reported a net loss of
$2.4 million for the Company's second quarter ended June 30, 2003,
compared to a loss of $5.8 million one year earlier.

Second quarter revenues were $23.5 million, down slightly from
$24.0 million reported in the prior year's quarter. Quarterly
EBITDAR (earnings before interest, income taxes, depreciation,
amortization and slot rent expense) totaled $6.1 million. EBITDAR
for the similar period of the prior year was approximately $3.7
million, an increase of $2.4 million, or 65%. The prior year
quarterly EBITDAR amount included approximately $1.2 million of
charges for labor relations, bad debt expense and inventory
obsolescence provisions. The Company discloses EBITDAR as we
believe it is a useful supplement to operating income, net
income/loss, cash flow and other generally accepted accounting
principle measurements; however, we acknowledge this information
should not be construed as an alternative to net income/loss or
any other GAAP measurements including cash flow statements or
liquidity measures. EBITDAR may not be comparable to similarly
titled measures reported by other companies. We also disclose
EBITDAR as it is a common metric utilized and because EBITDA
(exclusive of slot rent expense) is a metric used as a significant
covenant in our line of credit facility.

For the six-month period ended June 30, 2003, the net loss
amounted to $7.4 million versus $7.7 million in the prior year.
For the six months ended June 30, 2003, revenues totaled $46.2
million, versus $45.8 million in the similar 2002 period. EBITDAR
amounted to $9.7 million for the six months ended June 30, 2003,
as compared to $9.6 million in the similar 2002 period.

Revenues from gaming operations (slot and table games) amounted to
$9.8 million during the quarter ended June 30, 2003, as compared
to $10.8 million in the corresponding period of 2002. The
quarterly revenue decrease is primarily due to the delay in new
game approvals in Mississippi and Ontario, a slight reduction in
table games revenue and a decrease in branded slot win per day
from approximately $27.20 last year to approximately $24.50 per
day in the current year.

During the quarter ended June 30, 2003, the company averaged 2,062
branded slot machines in casinos which earned approximately $24.50
per day. Non-branded machines in casinos averaged 282 during the
quarter, and earned approximately $25.80 per day. Leased games in
casinos for which the Company does not provide hardware averaged
302 and earned approximately $14.20 per day. During the
corresponding period of 2002, the Company maintained an average of
2,427 branded and 374 non-branded games in casinos, earning $27.20
and $15.70, respectively. During the prior year's quarter, the
Company did not have any licensed games for which it did not
provide hardware in casinos. Also during the current quarter, the
Company sold 200 software licenses of certain proprietary game
content to a customer for approximately $0.4 million, net of
royalties. The Company intends to continue its pursuit of revenue
leasing arrangements whereby the Company would supply the software
component to a third party which would use hardware not otherwise
owned or leased by the Company. In addition, the Company
maintained an average of 993 table games in casinos during the
three months ended June 30, 2003. During the corresponding period
of 2002, the Company averaged 1,078 table games in casinos.

Gaming products revenues (interior signage, electronics and
systems) increased slightly to $13.7 million in the 2003 second
quarter, versus $13.2 million in the corresponding period last
year. Revenues from systems sales posted the strongest
improvement, increasing approximately 95% to $3.2 million as
compared to $1.6 million during the second quarter of 2002. This
significant increase in systems revenue is attributable to
installations of the Company's table tracking product, TableLink
PT, which has gained greater acceptance by casino operators,
particularly in the Native American Gaming markets. The Company
presently monitors 38,235 slot machines under its Casino Link
product and 406 tables under its Table Link products.

"We are pleased with the progress we have made thus far, as we
continue our transition to a leading provider of game content. Due
to the delay in approval of our cashless solution, our branded
slot route tapered in quantity. However, this has been offset
somewhat by approvals in new jurisdictions with significantly
higher win per day performance, which we received late in the
quarter. In addition, our cashless and multi-denominational
solutions, on the Mikohn Matrix platform, have been submitted for
approval to all gaming jurisdictions in the United States. We
anticipate we will receive continued approvals, which should
result in additional game placements and improvements in slot win
per day on a going forward basis. We also realized improvements in
gross profit this quarter from $12.3 million in the first quarter
of this year, to $13.0 million in the current quarter, and an
increase in EBITDAR from $3.6 million, which includes $1.8 million
of certain charges, to $6.1 million," commented Russ McMeekin,
President and Chief Executive Officer.

"We are committed to continue to improve our performance. Our
joint partnership agreement with DP Stud will result in exciting
new table games, the first of which will be unveiled at this
year's Global Gaming Expo. We will also unveil our new Gravity
Pays(TM) series of slot games, which will utilize a reel spinning
base game and an oversized mechanical top box with Pachinko style
bonus games. These innovative new products, coupled with our
concentration on the creation of exciting game content, our
expanding partnership arrangements and our attention to sound
business practices, set the stage for continued revenue and EBITDA
growth and improved performance in 2004," he concluded.

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

As previously reported, Standard & Poor's Ratings Services lowered
its corporate credit and senior secured debt ratings of Mikohn
Gaming Corp., to single-'B'-minus from single-'B'. The ratings
remain on CreditWatch where they placed on February 22, 2002, but
the implication is revised to negative from developing.

The actions followed the announcement by the Mikohn Gaming that
operating performance during the June 2002 quarter was well below
expectations. That weak performance resulted in a violation of
bank covenants and a significant decline in credit measures.
Mikohn has about $100 million of debt outstanding. The lower
ratings also reflect Standard & Poor's concern that Mikohn's
liquidity position could further deteriorate if operating
performance during the next few quarters does not materially
improve.


MILACRON: Suspends Common & Preferred Dividends to Conserve Cash
----------------------------------------------------------------
Confirming its pre-announcement on July 17, Milacron Inc.
(NYSE:MZ) reported a before-tax loss from continuing operations,
excluding restructuring charges, of $9.8 million in the second
quarter of 2003. The company also outlined additional cost-
reduction initiatives designed to achieve sustained profitability.

                    Second Quarter Results

Second quarter 2003 sales were $182 million, up 7% versus a year
ago, primarily due to favorable currency translation effects. New
orders in the quarter rose 12% to $190 million, with about half of
the increase coming from currency translation.

Milacron's $9.8 million before-tax loss from continuing operations
excluding restructuring charges was slightly larger than its loss
of $8.3 million in the second quarter of 2002. In the recent
quarter, however, the company recorded a $72.2 million tax
provision compared to a tax benefit of $2.4 million last year.
Included in the tax provision was a $71.2 million non-cash charge
to create deferred tax reserves. On an after-tax basis,
restructuring charges in the second quarter of 2003 were $6.3
million while losses from discontinued operations were $3.0
million versus $2.0 million and $7.9 million, respectively, in the
second quarter of 2002. The net loss for the quarter, therefore,
was $91.3 million, compared to a net loss of $31.1 million in the
year-ago quarter.

"Order rates have stabilized over the past four quarters, albeit
at low levels" said Ronald D. Brown, chairman and chief executive
officer. "While orders for most of our products have been
favorable compared to reported industry trends, competitive
pressures continue to constrain our operating margins. We remain
committed to returning to profitability and to that end we are
taking additional actions to permanently reduce our overhead by
approximately $20 million on an annualized basis," he said.

                       Results Year To Date

Year-to-date consolidated sales were $372 million, up from $328
million in 2002, while new orders were $377 million, compared to
$339 million a year ago. In both cases, about half of the
increases were a result of favorable currency translation effects.
For the first six months of 2003, Milacron's pre-tax loss from
continuing operations was $26.4 million versus $21.8 million in
2002. The increased loss was almost entirely due to higher
restructuring costs in 2003. The company's net loss for the first
half of 2003 was $99.6 million (including the $71.2 million non-
cash writedown), compared to $231.9 million last year, which
included a writedown of $188 million due to a mandated accounting
change.

                    New Cost-Reduction Initiatives

Milacron intends to step up its cost-reduction efforts, subject to
bank lender approval, with new initiatives designed to generate
cost and cash savings in continuing operations of approximately
$20 million annually, with some benefits beginning in the fourth
quarter of this year. These actions are expected to result in
charges to earnings of approximately $10 million in the second
half of 2003, with cash costs of about $8 million spread over the
next four quarters. The initiatives focus on overhead reductions
in each of the company's plastics technologies segments and at the
corporate level. Close to 300 positions will be eliminated in
North America and in Europe.

In another measure to conserve cash, Milacron's board of directors
today decided not to pay quarterly dividends on common or
preferred stock for the quarter ended June 30, 2003.

                             Tax Charge

In the second quarter of 2003, Milacron recorded a non-cash
valuation reserve of $71.2 million against its U.S. deferred tax
assets, under an accounting convention applicable when a company
has three years of cumulative tax losses. Previously, Milacron had
expected to generate taxable income in the U.S. this year. This
expectation changed with the prolonged delay in the plastics
industry's recovery and the company's subsequent decision to take
additional cost-reduction charges. These deferred tax assets,
however, can still be utilized when the company achieves
profitability in the U.S.

                          Segment Results

Machinery Technologies-North America (machinery and related parts
and services for injection molding, blow molding and extrusion
supplied from North America and India) New orders of $84 million
in the second quarter were up 11% from a year ago, while sales of
$75 million were flat. New orders were helped by strong bookings
at the National Plastics Exposition held in Chicago at the end of
June. On a pre-tax basis, the segment's operating loss, excluding
restructuring charges of $0.9 million, was $1.6 million compared
to $0.7 million a year ago, which excluded $0.2 million for
restructuring.

Machinery Technologies-Europe (machinery and related parts and
services for injection molding and blow molding supplied from
Europe) New orders and sales were both $39 million in the quarter,
representing over 40% increases from a year ago. About half the
gains resulted from favorable currency translation effects. On a
pre-tax basis, the segment's operating loss was $1.8 million,
excluding $2.4 million in restructuring charges. This compared to
a loss of $2.1 million in the second quarter a year ago, which had
no restructuring costs.

Mold Technologies (mold bases and related parts and services, as
well as maintenance, repair and operating supplies for injection
molding worldwide) Sales in the quarter of $43 million were down
$2 million from the year-ago quarter despite favorable currency
translation effects. On a pre-tax basis, operating earnings were
$0.1 million, excluding restructuring charges of $3.0 million, as
profits in North America were offset by losses in Europe. This
compared to operating earnings of $2.3 million, excluding
restructuring charges of $2.5 million, in the second quarter of
2002.

Industrial Fluids (water-based and oil-based coolants, lubricants
and cleaners for metalcutting and metalforming operations
worldwide) Sales of $26 million were flat with those of the second
quarter a year ago when excluding favorable currency translation
effects. Pre-tax operating earnings improved to $3.7 million from
$3.3 million a year ago.

                             Outlook

"We are currently seeing a number of encouraging signs among our
customers, including an increase in our replacement parts business
as well as quoting activity for new machines," Brown said.
"However, it will take a sustained two- or three-quarter recovery
in plastic part production and the general economy before we would
expect to see significant improvements in the markets for our
machinery products. During this difficult time, we remain
committed to serving our customers while intensely focused on
reducing our cost structure.

"Thanks in part to actions taken earlier in the year, we expect
modest improvement in our pre-tax operating results in the third
quarter and, with additional benefit from the initiatives
announced today, we believe we can return to profitability on an
operating basis and generate positive cash flow in the fourth
quarter," he said.

First incorporated in 1884, Milacron (S&P, B+ Corporate Credit
Rating, Negative) is a leading global supplier of plastics-
processing technologies and industrial fluids, with 4,000
employees and major manufacturing facilities in North America,
Europe and Asia. For further information, visit
http://www.milacron.com


MIRANT CORP: Asks Court to Confirm Admin. Status of Deliveries
--------------------------------------------------------------
Judith Elkin, Esq., at Haynes and Boone LLP, in Dallas, Texas,
relates that, in the ordinary operation of the Mirant Debtors'
businesses, the Debtors have numerous purchase orders outstanding
with various vendors and service providers for goods and services
necessary for the operation of their businesses.  With the
Debtors' Chapter 11 filing, the vendors may be concerned that
delivery of goods and services after the Petition Date pursuant
to Outstanding Orders placed prior to the Petition Date will make
them prepetition general unsecured creditors of the Debtors'
estate with respect to the shipments.  Thus, Ms. Elkin fears that
the Vendors may refuse to ship or deliver goods and services to
the Debtors unless the Debtors issue substitute purchase order or
obtain an order of the Court providing that all undisputed
obligations of the Debtors arising from the postpetition delivery
of goods and services pursuant to prepetition Outstanding Orders
are afforded administrative expense priority.

Accordingly, upon the Debtors' request, the Court determines that
the Vendors will be afforded an administrative expense priority,
pursuant to Section 503(b) of the Bankruptcy Code, with respect
to the undisputed obligations of the Debtors arising under the
Outstanding Orders.  Moreover, the Debtors are authorized to pay
all undisputed obligations arising from the postpetition delivery
or shipment by the Vendors of goods and services subject to the
Outstanding Orders, consistent with their customary practices in
the ordinary course of their business.

Ms. Elkin explains that the Court's determination and authority
ensure a continued supply of goods and services indispensable to
the Debtors' operations. (Mirant Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


MUSIC NETWORK: Court Approves Liquidation & Closure of 36 Stores
----------------------------------------------------------------
The US Bankruptcy Court for the Northern District of Georgia has
approved the liquidation and closure of 36 Music Network stores
operating under the trade names of Peppermint Music, Turtle's
Music, Kemp Mill Music and Willies Music. The stores are located
in Alabama, Washington, DC, Delaware, Florida, Georgia, Maryland,
North Carolina, Tennessee and Virginia. These 36 stores are being
closed as part of Music Network's reorganization process, in an
effort to streamline and strengthen its operations. All other
Music Network stores will remain open and are conducting business
as usual.

Mike Parkerson, Music Network President and Chief Executive
Officer, stated: "During this brief sale, consumers will be able
to take advantage of substantial discounts on an extensive
assortment of music CD's, DVD's, cassettes, audio accessories,
videos and more. All inventory in these stores needs to be
liquidated quickly so we'll do what it takes to sell it off. I
want to thank our associates for their loyal and dedicated service
over the years. We are hoping to transfer as many associates to
our operating stores as possible. Once these under-performing
stores are closed, we will be in a position to refocus our
energies and reinvest capital in our profitable stores."

A joint venture group comprised of Hilco Merchant Resources, LLC,
Gordon Brothers Retail Partners LLC, and The Ozer Group, LLC will
manage the liquidation sales for this music retailer.

Michael Keefe, President of Hilco Merchant Resources stated on
behalf of the joint venture: "We are extremely pleased to have
been selected to participate in this important project. We expect
this to be a very short sale because of the well known reputation
of these music retailers and the very desirable merchandise and
compelling discounts."


NETWORK PLUS: Chapter 7 Trustee Taps Adelman Lavine as Attorneys
----------------------------------------------------------------
Michael B. Joseph, Esq., the Chapter 7 Trustee overseeing the
liquidation of Network Plus Corporation, asks for permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Adelman Lavine Gold and Levin, PC as his attorneys.

The Trustee selected Adelman Lavine because the firm has extensive
experience and knowledge in the field of debtors' and creditors'
rights and the Trustee believes that it is well qualified to
represent him in these chapter 7 cases.

Specifically, Adelman Lavine will:

     a) provide legal advice with respect to the Trustee's
        powers and duties with respect to the management of
        property of the Estates;

     b) take necessary action to protect and preserve the
        Trustee's Estates, including the prosecution of actions
        on behalf of the Estates and the defense of actions
        commenced against the Estates;

     c) prepare, present and respond to, on behalf of the
        Trustee, necessary applications, motions, answers,
        orders, reports and other legal papers in connection
        with the administration of the Estates in these cases;
        and

     d) perform any other legal services for the Trustee, in
        connection with these chapter 7 cases, except those
        requiring specialized expertise which Adelman Lavine is
        not qualified to render and for which special counsel
        will be retained.

Raymond H. Lemisch, Esq., a shareholder of Adelman Lavine assures
the Court that the firm is a "disinterested person" as defined by
section 101(14), and used in section 327(a) of the Bankruptcy
Code.

Adelman Lavine will bill for legal services on an hourly basis in
accordance with its ordinary and customary rates

          Shareholders           $325 - $410 per hour
          Associates             $145 - $310 per hour
          Legal Assistants       $120 - $140 per hour
          Clerks                 $ 95 per hour

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 post $433,239,000 in total assets and $371,300,000 in
total debts.


NEXTEL PARTNERS: June 30 Balance Sheet Upside-Down by $75 Mill.
---------------------------------------------------------------
Nextel Partners, Inc. (Nasdaq:NXTP) reported strong financial and
operating results for the second quarter of 2003, including $34.7
million of Adjusted EBITDA, a $40.5 million increase as compared
to Adjusted EBITDA loss of $5.7 million in the same period last
year. Net cash used in operating activities decreased to $16.3
million for the second quarter of 2003 as compared to $35.1
million in the same period last year. Since April 2003 to date,
Partners has retired an additional $478.5 million principal value
of its 14% Senior Discount Notes due 2009 and issued convertible
senior notes and senior notes for total gross proceeds of $625
million to fund the company's debt retirements and general
corporate purposes. On a combined basis, the company's debt
retirements of $523.5 million since the fourth quarter of 2002 and
subsequent note issuances are anticipated to result in net
annualized cash interest savings of $33.8 million. Service
revenues for the period grew 48% over the prior year's second
quarter to $226.5 million. Excluding the loss on early retirement
of debt in the second quarter of 2003, net loss decreased $33.2
million to $40.8 million as compared to $74.0 million in the prior
year's second quarter. Including the loss on early debt
retirement, net loss was $108.9 million in the second quarter of
2003.

Partners added 89,000 subscribers during the second quarter to end
the period with 1,053,600 digital subscribers, an increase of 52%
or 362,000 from the 691,600 subscribers at the end of the prior
year's second quarter. Average monthly revenue per subscriber
unit, or ARPU, increased to $66 for the second quarter of 2003 and
remained among the highest in the wireless industry. Taking into
account roaming revenues, ARPU was $75 for the period. The average
monthly churn rate during the second quarter of 2003 was 1.6%,
which is also among the best in the industry.

"Our strong performance produced yet another quarter where we met
or exceeded expectations, continuing our trend of robust
subscriber growth alongside customer retention and revenue metrics
that we believe are representative of one of the most valuable
customer bases in the industry," said John Chapple, Partners'
Chairman, CEO and President. "We continue to leverage our
differentiated product and targeted sales strategy, which,
reinforced with our relentless focus on customer satisfaction,
generates balanced growth and high quality operating and financial
metrics. We are encouraged by the scaling of our operations which
have generated sequentially increasing margins, and are excited
about the recent completion of the Nationwide Direct Connect
rollout and the 6-to-1 capacity enhancing voice coder, which we
expect will be implemented in the coming quarter."

"Nextel Partners achieved solid results on all fronts in the
second quarter of 2003," said John Thompson, Partners' Chief
Financial Officer and Treasurer. "Not only did we exceed
expectations on subscriber growth, but our lifetime revenue per
subscriber (LRS) of $4,125 implied by ARPU and churn continues to
be among the highest in the industry. Additionally, we have
continued to opportunistically improve our balance sheet by
reducing our overall cost of capital. Net of interest expense from
convertible senior notes and senior notes issuances in the second
quarter, we anticipate that total debt retirements since the
fourth quarter of 2002 will result in annualized cash savings of
$33.8 million for Partners, which we believe further improves our
future free cash flow potential."

The loss attributable to common stockholders for the second
quarter of 2003 was $0.44 per share as compared to a loss of $0.31
per share in the second quarter of 2002. Excluding the loss on
early retirement of debt in the second quarter of 2003, loss
attributable to common stockholders was $0.17 per share.

Capital expenditures, excluding capitalized interest, were $32.9
million in the second quarter of 2003.

At June 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $75 million.

Nextel Partners, Inc., (Nasdaq:NXTP), based in Kirkland, Wash.,
has the exclusive right to provide digital wireless communications
services using the Nextel brand name in 31 states where
approximately 53 million people reside. Nextel Partners offers its
customers the same fully integrated, digital wireless
communications services available from Nextel Communications
(Nextel) including digital cellular, text and numeric messaging,
wireless Internet access and Nextel Direct Connect(R) digital
walkie-talkie, all in a single wireless phone. Nextel Partners
customers can seamlessly access these services anywhere on
Nextel's or Nextel Partners' all-digital wireless network, which
currently covers 198 of the top 200 U.S. markets. To learn more
about Nextel Partners, visit http://www.nextelpartners.com To
learn more about Nextel's services, visit http://www.nextel.com


NEXTEL PARTNERS: Preparing to Issue $125 Mil. Conv. Senior Notes
----------------------------------------------------------------
Nextel Partners, Inc. (Nasdaq:NXTP) intends to sell $125 million
of Convertible Senior Notes due 2009 to qualified institutional
buyers in an unregistered offering pursuant to Rule 144A under the
Securities Act of 1933.

In addition, Nextel Partners will grant the initial purchasers an
overallotment option to purchase up to an additional $25 million
principal amount of the notes. The notes will be convertible into
Nextel Partners Class A common stock. The net proceeds of the
offering will be used for general corporate purposes, including
but not limited to general working capital and opportunistic
repurchases of currently outstanding notes.

The notes to be offered and the common stock issuable upon
conversion of the notes have not been registered under the
Securities Act, or any state securities laws, and may not be
offered or sold in the United States absent registration under, or
an applicable exemption from, the registration requirements of the
Securities Act and applicable state securities laws. This press
release does not constitute an offer to sell these securities nor
is it a solicitation of an offer to purchase these securities, nor
shall there be any sale of the notes in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under applicable securities laws, or
absent the availability of an exemption from such registration or
qualification requirements.

Nextel Partners, Inc., (Nasdaq:NXTP), based in Kirkland, Wash.,
has the exclusive right to provide digital wireless communications
services using the Nextel brand name in 31 states where
approximately 53 million people reside. Nextel Partners offers its
customers the same fully integrated, digital wireless
communications services available from Nextel Communications
(Nextel) including digital cellular, text and numeric messaging,
wireless Internet access and Nextel Direct Connect(R) digital
walkie-talkie, all in a single wireless phone. Nextel Partners
customers can seamlessly access these services anywhere on
Nextel's or Nextel Partners' all-digital wireless network, which
currently covers 198 of the top 200 U.S. markets. To learn more
about Nextel Partners, visit http://www.nextelpartners.com To
learn more about Nextel's services, visit http://www.nextel.com

At June 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $75 million.


NII HOLDINGS: Initiates Debt Reduction and Share Public Offering
----------------------------------------------------------------
NII Holdings, Inc. (Nasdaq: NIHD) intends to raise approximately
$100 million through a proposed public offering of shares.

The company expects to use the net proceeds from the offering,
together with cash on hand, to retire secured vendor debt.

In conjunction with this transaction, on July 29th, NII entered
into an agreement with Motorola Credit Corp. to retire the $103.2
million Brazilian Motorola Equipment Financing Facility plus
accrued interest at a cost of $86.0 million from the net proceeds
of the offering and retire $100.0 million of the $225 million
International Motorola Equipment Financing Facility prior to
December 31, 2003.

NII Holdings, Inc., a publicly held company based in Reston, Va.,
is a leading provider of mobile communications for business
customers in Latin America.  NII Holdings, Inc. has operations in
Argentina, Brazil, Mexico and Peru, offering a fully integrated
wireless communications tool with digital cellular service,
text/numeric paging, wireless Internet access and Nextel Direct
Connect(R), a digital two-way radio feature.  NII Holdings, Inc.
trades on the NASDAQ market under the symbol NIHD.  Visit the
Company's Web site at http://www.nii.com

As reported in Troubled Company Reporter's June 17, 2003, the
Audit Committee of the Board of Directors of NII Holdings, Inc.,
engaged PricewaterhouseCoopers LLP as the Company's new
independent accountants to replace Deloitte & Touche LLP.

The report of Deloitte & Touche LLP on the consolidated financial
statements of the Company for the year ended December 31, 2001 was
modified to reflect the existence of certain conditions that
raised substantial doubt about the Company's ability to continue
as a going concern.


NORCROSS SAFETY: $150MM Senior Sub. Notes Gets S&P's B- Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' subordinated
debt rating to Norcross Safety Products LLC's $150 million senior
subordinated notes due 2011(under Rule 144A with registration
rights). Proceeds will be used to repay the company's existing $95
million subordinated notes due in August 2005, repay $30 million
on the company's term loan B, and finance an acquisition.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating and senior secured bank loan rating on the company.
The outlook is stable.

Oak Brook, Illinois-based Norcross Safety Products is a supplier
of personal protection equipment, with large and diverse
consumable product lines and a large customer base that is
somewhat recession-resistant. The safety business is OSHA-driven
and is also driven by the aversion to litigation. Currently, there
is a good opportunity for Norcross' products due to heightened
emphasis on domestic preparedness.

"The rating is not expected to change over the intermediate term,"
said Standard & Poor's credit analyst John Sico, "as the company
is expected to make additional tuck-in acquisitions to augment
existing product lines."

Norcross Safety Products has broadened its markets through
acquisitions. It widened its presence internationally, with strong
growth in Canada following the acquisition of Arkon Safety
Equipment in 2000. Similarly, it is acquiring KCL, a German
manufacturer of industrial gloves for approximately $20 million,
increasing it European presence.

The company offers a high level of protection with branded and
patented products that are critical, especially to the life-
threatening occupations in the high-voltage electric and
firefighting jobs where they are used. It has niche positions in
respiratory, hand, and footwear, with a diverse portfolio. The
company provides gloves and respiratory devices that are at
the high-end and are more diverse than some of their single-
product competitors.


NRG ENERGY: Has Until Sept. 11 to Make Lease-Related Decisions
--------------------------------------------------------------
Prior to the Petition Date, NRG Energy, Inc. was a party to five
unexpired non-residential real property leases.  As of the
Petition Date, the Debtors rejected four of these unexpired
leases.  At present, NRG remains party to a single unexpired non-
residential real property lease pertaining to its corporate
headquarters facility located in Minneapolis, Minnesota.

Matthew A. Cantor, Esq., at Kirkland & Ellis, in New York,
relates that NRG and International Centre Limited Partnership
entered into the Lease on May 2, 2000, for a 10-year term that
currently expires in August 2010.  Under the Lease, NRG rents
approximately 164,000 square feet of office space, and pays
$350,000 per month in rent and other obligations.

NRG believes that the monthly rent obligations under the Lease
are significantly above market, and that if forced to relocate,
NRG could obtain cheaper office space in the near vicinity.
However, in the corporate headquarters facility, NRG employs over
238 employees.  From this location, NRG provides critical
corporate support and services to its many power generating
projects, including areas like human resources, accounting,
finance, treasury, tax, office administration, information
technology, engineering, construction management, environmental,
legal and safety.  Thus, relocating its corporate headquarters at
this time would prove disruptive to both the workforce in general
as well as NRG's reorganization efforts.  In addition, the
relocation could cost the NRG estate over $1,300,000.

Mr. Cantor tells Judge Beatty that NRG is current on all
obligations under the Lease prepetition.  Moreover, NRG has
sufficient cash to remain current on its obligations under the
Lease postpetition.  Currently, NRG is in negotiation with
International Centre regarding reductions in space and monthly
rent to bring the Lease more in line with the office rental
market in the Minneapolis area.  In light of the recently filed
Chapter 11 Cases and the time-consuming tasks faced by NRG's
management in the first month and a half of these Chapter 11
Cases, NRG has not had an opportunity to conclude those
discussions.

Accordingly, NRG asks the Court to extend the period when it must
assume, assume and assign, or reject the Lease to and including
September 11, 2003.  This brief extension will give NRG sufficient
opportunity to complete its discussions with International Centre
and to make a reasoned and informed decision regarding whether to
assume or reject the Lease.

Section 365(d)(4) of the Bankruptcy Code provides the Debtors
with 60 days from the Petition Date to decide whether or not to
assume, assume and assign or reject an unexpired non-residential
real property lease.

Mr. Cantor argues that cause exists to extend the lease decision
period.  Although NRG's case involves only one lease, the Lease
pertains to NRG's corporate headquarters, which plays a central
role in NRG's reorganization efforts.  As a consequence of the
multitude of tasks NRG's management has been required to address
at the inception of these Chapter 11 Cases, NRG simply has not
had an opportunity to complete the evaluation of its options
concerning disposition of the Lease.

NRG believes that the Lease, under its current terms, is too
expensive to assume.  However, rejection at this time, prior to
the conclusion of its discussions with International Centre,
would be highly disruptive to the Debtors' ordinary business
operations and reorganization efforts, requiring the relocation
of its corporate headquarters.

In any event, International Centre will not be prejudiced by the
extension.  NRG proposes that, in the event of any postpetition
payment default by NRG, International Centre may ask the Court to
fix an earlier date by which NRG must assume or reject the Lease.
In that scenario, NRG will maintain the burden of persuasion.
NRG is committed to remaining current on its postpetition
obligations pursuant to the Lease and intends to cure any
instances in which it fails to meet the obligations.

                         *     *     *

Judge Beatty extends the deadline for which NRG may assume or
reject the Lease to and including September 11, 2003. (NRG Energy
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


NRG ENERGY: Second Claims Bar Date Set for August 7, 2003
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
establishes August 7, 2003, as the Claims Bar Date for creditors
of the NRG Energy Debtors except for NRG Energy, Inc.; NRG Power
Marketing Inc.; NRG Capital LLC; and NRG Finance Company LLC, to
file their Proofs of Claims or be forever barred from asserting
their claims.

All Proofs of Claim must be received by the Clerk of the
Bankruptcy Court on or before 5:00 p.m. Eastern Time on Aug. 7.
If sent by mail, they must be delivered to:

        United States Bankruptcy Court
        Southern District of New York
        NRG Claims Administration
        Bowling Green Station
        PO Box 5058
        New York, NY 10274-5058

If sent by hand or overnight courier, to:

        Clerk of the Bankruptcy Court
        United States Bankruptcy Court
        Alexander Hamilton Custom House
        One Bowling Green Station
        New York, NY 10004-1408

NRG Energy Inc., filed for Chapter 11 protection on May 14, 2003,
(Bankr. S.D.N.Y. Case No. 03-13024). The Debtors, along with its
non-debtor subsidiaries, are primarily engaged in the development,
ownership and operation of non-utility power generation facilities
and the sale of energy, capacity and related products. James H. M.
Sprayregen, Esq., Matthew A. Cantor, Esq., and Robbin L. Itkin,
Esq., at Kirkland & Ellis represent the Debtors in their
restructuring efforts. When the Debtors filed for protection from
its creditors, it listed total assets of $10.3 billion and total
debts of $9.2 billion.


O'SULLIVAN INDUSTRIES: Will Hold Q3 Conference Call on August 5
---------------------------------------------------------------
O'Sullivan Industries Holdings, Inc., (OTC Bulletin Board: OSULP)
a leading manufacturer of ready-to-assemble furniture, will hold a
conference call to review its third quarter results for fiscal
2003.

     Date:         August 5, 2003

     Time:         10:00 A.M. Central

     Number:       (719) 457-2636
     Pass Code:    242310

     Open To:      Analysts, investors and all interested parties

To participate in the call, please call five to ten minutes prior
to the scheduled start time.  The conference moderator will
establish your participation on the call.

For those unable to participate in the conference call, playbacks
are scheduled for 3:00 p.m. (central) on August 5th and 10:00 a.m.
(central) on August 6th.  Please call (719) 457-2703 and reference
the conference pass code of 717437.

For your convenience, an audio webcast of the conference call will
be available on the O'Sullivan Web site at
http://www.osullivan.com  The confirmation number is 242310 and
leave the pass code field blank.

As previously reported, the Company's December 31, 2002 balance
sheet shows a total shareholders' equity deficit of about $60
million. The Company's corporate credit status has been
downgraded by Standard & Poor's to B.


PETROLEUM GEO-SERVICES: Fitch Drops Senior Note Ratings to D
------------------------------------------------------------
Fitch Ratings has lowered the rating of Petroleum Geo-Services'
senior notes and trust preferred securities to 'D' from 'C'
following the company's announcement Tuesday it has filed under
Chapter 11 of the U.S. Bankruptcy Code.

The rating reflects the restructuring of the PGS Group's total
debt to a sustainable level, from approximately $2.5 billion to
approximately $1.3 billion. This will likely be achieved through
conversion of the existing bank and bond debt into new debt and a
majority of PGS's post-restructuring equity. Fitch will withdraw
the rating after 30 days consistent with its policy on
defaulted/bankrupt credits with limited market interest.


PG&E ENERGY: Services Ventures' Voluntary Chap. 11 Case Summary
---------------------------------------------------------------
Debtor: PG&E Energy Services Ventures, Inc.
        7600 Wisconsin Avenue
        Bethesda, Maryland 20814
        fka PG&E Energy Services Ventures, LLC

Bankruptcy Case No.: 03-30686

Type of Business: The Debtor is an affiliate of PG&E Corp.

Chapter 11 Petition Date: July 29, 2003

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtors' Counsel: Martin T. Fletcher, Esq.
                  Aryeh E. Stein, Esq.
                  J. Daniel Vorsteg, Esq.
                  Whiteford, Taylor & Preston
                  Seven St. Paul Street
                  Suite 1400
                  Baltimore, MD 21202
                  Tel: (410) 347-8700

                        -and-

                  Matthew A. Feldman, Esq.
                  Shelley C. Chapman, Esq.
                  Wilkie Farr & Gallagher
                  787 Seventh Avenue
                  New York, NY 10019-6099
                  Tel: 212-728-8000

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million


PG&E ENERGY: Quantum Ventures' Chapter 11 Case Summary
------------------------------------------------------
Debtor: Quantum Ventures
        7600 Wisconsin Avenue
        Bethesda, Maryland 20814
        fka NOVA Enterprises

Bankruptcy Case No.: 03-30687

Type of Business: The Debtor is an affiliate of PG&E Corp.

Chapter 11 Petition Date: July 29, 2003

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtors' Counsel: Martin T. Fletcher, Esq.
                  Aryeh E. Stein, Esq.
                  J. Daniel Vorsteg, Esq.
                  Whiteford, Taylor & Preston
                  Seven St. Paul Street
                  Suite 1400
                  Baltimore, MD 21202
                  Tel: (410) 347-8700

                        -and-

                  Matthew A. Feldman, Esq.
                  Shelley C. Chapman, Esq.
                  Wilkie Farr & Gallagher
                  787 Seventh Avenue
                  New York, NY 10019-6099
                  Tel: 212-728-8000

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000


PG&E NATIONAL: Hires Willkie Farr as Lead Bankruptcy Counsel
------------------------------------------------------------
The PG&E National Energy Group Debtors need bankruptcy attorneys
to prosecute their Chapter 11 plan to confirmation.  In this
regard, the NEG Debtors seek the Court's authority to employ
Willkie Farr & Gallagher as their lead counsel under a general
retainer.  The NEG Debtors have selected WF&G because its
attorneys have extensive experience and knowledge in the fields of
Debtors' and creditors rights, general corporate law, securities
transactions, debt restructuring and corporate reorganizations,
tax law, real estate, employee benefits and commercial litigation.
The Debtors believe that WF&G is well qualified to represent them
in these Chapter 11 cases.

In November 2002, WF&G was employed to represent NEG and its
subsidiaries in connection with their restructuring, and the
preparation and commencement of these cases.  The Debtors want
WF&G to continue providing legal services necessary to their
reorganization.  Specifically, WF&G will:

    (a) perform all necessary services as the Debtors' counsel,
        including, providing the Debtors with advice, representing
        the Debtors, and preparing all necessary documents on
        behalf of the Debtors, in the areas of real estate,
        business and commercial litigation, tax, debt
        restructuring, bankruptcy, and asset dispositions;

    (b) take all necessary actions to protect and preserve the
        Debtors' estates during the pendency of their Chapter 11
        cases, including the prosecution of actions by the
        Debtors, the defense of any actions commenced against the
        Debtors, negotiations concerning all litigation in which
        the Debtors are involved, objecting to claims filed
        against the estates, and seeking to have the Court
        estimate certain claims;

    (c) prepare on behalf of the Debtors, as debtors-in-
        possession, all necessary motions, applications, answers,
        orders, reports and papers in connection with the
        administration of these Chapter 11 cases;

    (d) counsel the Debtors with regard to their rights and
        obligations as debtors-in-possession; and

    (e) perform all other necessary legal services.

The NEG Debtors intend to compensate WF&G on an hourly basis,
plus reimbursement of actual and necessary expenses incurred.
The WF&G attorneys who are likely to represent the Debtors in
these cases have current standard hourly rates ranging between
$205 and $695.  The paralegals likely to assist the attorneys
have current standard hourly rates ranging between $105 and $145.
These rates are subject to periodic adjustments.

WF&G member Shelley C. Chapman, Esq., informs the Court that WF&G
has received payments, including retainers, totaling $5,267,466.
WF&G has applied these funds to unpaid amounts due for services
rendered and expenses incurred prepetition.  A precise disclosure
of the remaining amount of the retainer held by WF&G will be
supplied in its first interim fee application in these cases.

Ms. Chapman attests that the firm does not have any connection
with the Debtors, their creditors or any other party-in-interest,
or their attorneys.  Ms. Chapman also assures that WF&G is
"disinterested" within the meaning of 11 U.S.C. Section 101(14)
and does not hold or represent an interest adverse to the
Debtors' estates. (PG&E National Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PILLOWTEX CORP: Files Chapter 22 Petition in Wilmington, Del.
-------------------------------------------------------------
Pillowtex Corporation (OTC Bulletin Board: PWTX) filed a voluntary
petition in the U.S. Bankruptcy Court in Wilmington, Del., seeking
relief under Chapter 11 of the U.S. Bankruptcy Code.

In addition, Pillowtex announced it has signed a definitive
agreement with GGST, LLC for the sale of substantially all of its
plants, equipment and brands subject to court approval under
Section 363 of the Bankruptcy Code. As required under Section 363
of the Code, Pillowtex Corporation filed a motion to establish
bidding procedures allowing groups in addition to GGST, LLC to
submit offers for its assets.

As detailed in the bankruptcy filing, Pillowtex will continue to
own its assets as a "debtor in possession." During the bidding
process, the Company will not operate its manufacturing facilities
and will utilize available inventory to service its existing
customer business. The Company will conduct going-out-of-business
sales at its Fieldcrest Cannon Stores. The Company's advisors
estimate that the bidding period will last approximately 45 days
during which time any competing offers for the Company's assets
will be reviewed by the Board of Directors and Company management.
If no acceptable offers are received prior to the expiration of
the bidding period, upon order of the Bankruptcy Court, GGST, LLC
will assume ownership of substantially all of Pillowtex's plants,
equipment and brands.

In an announcement on July 30, 2003, the Company stated that it
had closed substantially all of its operations and terminated its
workforce of approximately 6,450 employees. A staff of
approximately 1,200 employees has been initially retained to
assist with bankruptcy proceedings, shipping and warehousing
needs, accounting and human resources issues. Plans are being
finalized with numerous local, state and federal officials to help
provide emergency work assistance, claims filing and job
re-training for affected employees.

As a routine matter, Pillowtex presented the Bankruptcy Court with
a series of "first day motions" that the Company has asked the
Court to approve in its first-day hearing. The Company has
received a commitment from the lenders under its revolving credit
agreement to continue to loan the Company money under its existing
credit facility. The financing, which is subject to approval by
the Court, will be used to fund the Company's expenses during the
bankruptcy process.

Pillowtex Corporation, headquartered in Kannapolis, N.C., is a
leading designer, marketer and producer of home fashion products
including towels, sheets, rugs, blankets, pillows, mattress pads,
feather beds, comforters and decorative bedroom and bath
accessories. The Company markets products under its own brand
names including Cannon(R), Fieldcrest(R), Royal Velvet(R) and
Charisma(R). The Company also designs and manufactures private-
label home textile products for leading retailers. Pillowtex
operated manufacturing and distribution facilities in the U.S. and
Canada and employed approximately 7,650 people.

GGST, LLC is a company formed by SB Capital Group, Gibbs
International, Gordon Brothers Retail Partners and Tiger Capital
Group. Inquiries regarding the disposition of assets may be
directed to Steve Luquire and John Deem at Luquire, George,
Andrews, Inc. (704) 552 - 6565. Group 3 Design, a leading brand
management firm, has been retained to manage the branded licensing
activities of the acquired brands. Inquiries regarding the brands
may be directed to mgleason@groupthree.com


PILLOWTEX CORP: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Pillowtex Corporation
             One Lake Circle Drive
             Kannapolis, North Carolina 28081

Bankruptcy Case No.: 03-12339

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Beacon Manufacturing Company               03-12340
        Encee, Inc.                                03-12342
        FC Online, Inc.                            03-12343
        FCC Canada, Inc.                           03-12344
        FCI Corporate LLC                          03-12345
        FCI Operations LLC                         03-12346
        Fieldcrest Cannon, Inc.                    03-12347
        Fieldcrest Cannon Financing, Inc.          03-12348
        Fieldcrest Cannon Licensing, Inc.          03-12349
        Fieldcrest Cannon Transportation, Inc.     03-12350
        The Leshner Corporation                    03-12351
        Opelika Industries, Inc.                   03-12352
        PTEX Holding Company                       03-12353
        PTEX, Inc.                                 03-12354
        Tennessee Woolen Mills, Inc.               03-12355

Type of Business: The Debtor, through its direct and indirect
                  subsidiaries, is one of the largest North
                  American designers, manufacturers, and marketers
                  of home textile products.

Chapter 11 Petition Date: July 30, 2003

Court: District of Delaware

Judge: Peter J. Walsh

Debtors' Counsel: Richard F. Hahn, Esq.
                  Debevoise & Plimpton
                  919 Third Avenue
                  New York, NY 10022

                        -and-

                  William H. Sudell, Jr., Esq.
                  Donna L. Harris, Esq.
                  Morris Nichols Arsht & Tunnell
                  1201 N. Market Street
                  Wilmington, DE 19899-1347
                  Tel: 302-658-9200
                  Fax: 302-658-3989

Total Assets: $548,003,000

Total Debts: $475,859,000

Debtor's 30 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Maintenance & Industrial      Trade Debt              $2,552,162
Services
c/o Flour Enterprises
Atlanta, GA 30384
Attn: Dave Fisher
      Tel: 864-281-4400
      Fax: 864-676-7613

Duke Energy Royal LLC         Settlement Amount       $1,584,000
PO Box 100353
Atlanta, GA 30384-0353
Attn: Tammy Trexler-Whaley
      Tel: 704-382-5122
      Fax: 704-373-3729

Parkdale America              Trade Debt              $1,584,000
PO Box 75077
Charlotte, NC 28275
Attn: Kathy Tyler
      Tel: 704-874-5056
      Fax: 704-874-5174

McKinney & Silver LLC         Trade Debt               $997,460
333 Corporate Plaza
Raleigh, NC 27601
Attn: JJ Riley
      Tel: 919-828-0691
      Fax: 919-821-6122

Stein Fibers                  Trade Debt               $964,944
c/o Milberg Factors
New York, NY 10016
Attn: Carlton Jairam
      Tel: 212-679-4200
      Fax: 518-489-5713

EI Dupont                     Trade Debt               $838,989
PO Box 905552
Charlotte, NC 28290-5552
Attn: Bob Novotny
      Tel: 302-999-4274
      Fax: 302-999-4313

MISR Spinning                 Trade Debt               $703,857
PO Box 31952
Mehalla El, Kubba, Egypt
Tel: 864-585-8336
Fax: 864-582-0517

Southtrust Bank               Settlement Amount        $616,000
PO Box 830803
Birmingham, AL 35283-0803
Attn: Barry Thomas
      Tel: 205-254-8284
      Fax: 205-254-8350

Wellman Inc.                  Trade Debt               $616,000
PO Box 751316
Charlotte, NC 28275
Attn: Werner Wolckenhauer
      Tel: 704-357-2040
      Fax: 704-424-2041

Kannapolis Energy Partners    Trade Debt               $446,034
c/o Andrew Garmon
Kannapolis. NC 28082-2129
Tel: 864-424-4624
Fax: 864-424-5338

Celanese (Air Products)       Trade Debt               $437,436
PO Box 8500-s 6430
Philadelphia, PA 19178
Attn: Melissa Ford
      Tel: 800-344-1157
      Fax: 610-481-2747

Season's Spirit               Trade Debt               $422,014
17800 Castleton St.,
Suite 610
City of Industry, CA 91748
Attn: Larry Wang
      Tel: 909-598-9886
      Fax: 909-869-1177

Texican Natural Gas Co.       Trade Debt               $379,187
PO Box 480
Tomball, TX 77377
Attn: Aubrey Hilliard
      Tel: 704-544-7121

US Trustee Payment Center     U.S. Trustee Fees        $375,000
601 Walnut St.,
Room 950W
Philadelhia, PA
Attn: Joseph McMahon, Esq.
      Tel: 215-597-4411
      Fax: 215-597-5795

Topiol Freres Et Cie          Trade Debt               $372,577
27, Rue De La Voie-Des Bans
95104 Argenteuil, LE
Cedex 01.34115500

Jones Day                     Professional Services    $355,045
2727 N. Harwood St.
Dallas, TX 75201
Attn: Francis P. Hubach, Jr.
      Tel: 214-220-3939
      Fax: 214-969-5100

Houlihan Lokey                Professional Services     $333,571
685 Third Avenue
New York, NY 10017-4024
Attn: Joshua Scherer
      Tel: 212-497-4100
      Fax: 212-661-3070

Barton Security               Trade Debt                $308,161
PO Box 930113
Atlanta, GA 31193
Attn: Jason Hatfield
      Tel: 704-333-6158
      Fax: 213-633-4822

Penske Truck Leasing Co.      Trade Debt                $291,265
233 Sardis Road
Asheville, NC 28806
Attn: Kevin Westmoreland
      Tel: 828-667-9341
      Fax: 828-252-5092

CIBA Specialty Chemicals      Trade Debt                $289,751
Consumer Care Division
Philadelphia, PA 19170-7318
Attn: Veronica Capel
      Tel: 888-514-4559
      Fax: 914-785-2142

Buhler Quality Yarns Corp.    Trade Debt                $241,469

Southern Container Corp.      Trade Debt                $233,776

HDK Industries                Trade Debt                $227,227

Xymid LLC                     Trade Debt                $219,307

Faisal Spinning Mills         Trade Debt                $193,684

Southern Yarn Dyers           Trade Debt                $185,076

Smurfit Stone Container       Trade Debt                $175,946

Concentric Consumer           Trade Debt                $158,426
Marketing Inc.

Syntec Industries             Trade Debt                $164,922

Mount Vernon Mills Inc.       Trade Debt                $158,426


PILLOWTEX CORP: Terminates 6,450 Workers & Closes 16 Facilities
---------------------------------------------------------------
Citing a severe liquidity crisis, Pillowtex Corporation (OTC
Bulletin Board: PWTX) has closed its 16 textile manufacturing and
distribution facilities and is terminating approximately 6,450
salaried and hourly positions. The Company does not have cash
available to continue operating the business.

Separately, the Company filed a voluntary petition in the U.S.
Bankruptcy Court in Wilmington, Del., under Chapter 11 of the U.S.
Bankruptcy Code. Following the filing of the bankruptcy petition
with the Court, Pillowtex will proceed with the orderly wind down
of its business and disposition of its assets.

The Company will initially retain a staff of approximately 1,200
employees in distribution, support services, accounting and human
resources to assist with the bankruptcy proceedings and employee
communications. Company management formally notified its employees
today of its decisions.

Michael Gannaway, chairman and chief executive officer of
Pillowtex, said, "Since emerging from bankruptcy in May 2002, we
have worked diligently to attempt to restructure our operations
and regain profitability. We conducted a thorough review of
multiple strategic options, but have exhausted that process and
are facing a liquidity crisis that now forces us to cease
operations.

"Due to soft consumer demand, the intensity of foreign
competition, industry over-capacity and downward pricing pressure
in all of our categories, the Company simply cannot operate
profitably in the current environment and with our current
business model," Gannaway continued.

"In response to market conditions we announced in March of this
year that we retained Credit Suisse First Boston to help us
explore our strategic alternatives. We explored various long-range
plans focused on preserving Pillowtex as a stand-alone entity by
building branded sales and global sourcing capabilities. However,
the costs of making the necessary changes to our business model in
order to make the transition were insurmountable and we were not
successful in securing the substantial investments needed to
change our business model in order to preserve Pillowtex as a
stand-alone entity. We also tried to arrange for a sale of our
business to a more financially stable company that could keep some
of our employees working, but no definitive agreements could be
reached. Facing these very difficult circumstances, closing our
facilities and preparing for bankruptcy has emerged as our only
viable course of action."

The Company has contacted state and federal Departments of Labor
and local human service agencies to help facilitate a schedule for
helping displaced workers.

Don Mallo, vice president of human resources for Pillowtex, said,
"We have been in contact with numerous local, state, and federal
officials. We are hopeful that the attention we received to date
is indicative of the support our employees will receive by way of
emergency worker assistance. We are currently preparing for
meetings between our employees and state labor department
officials who can provide direct access to claims filing,
information about possible job opportunities, job retraining and
other unemployment benefits."

"We are providing written information to all employees, posting
important human resources information on our Web site and have
established a toll-free hotline for employees to call and hear
current information about benefits and resources available to them
and their families. We deeply regret that our only course of
action involved the loss of jobs. We are doing everything within
our ability to help prepare our employees and the communities in
which we operate for these changes," concluded Mallo.

The Pillowtex Web site is http://www.pillowtex.com The toll-free
Pillowtex Employee Information line is 1 - 800 - 476 - 5021.

The Union of Needletrades, Industrial and Textile Employees
(UNITE), the Teamsters Union and United Auto Workers Union
represent Pillowtex hourly workers at the affected facilities.

Pillowtex Corporation, headquartered in Kannapolis, N.C., is a
leading designer, marketer and producer of home fashion products
including towels, sheets, rugs, blankets, pillows, mattress pads,
feather beds, comforters and decorative bedroom and bath
accessories. The Company markets products under its own brand
names including Cannon(R), Fieldcrest(R), Royal Velvet(R) and
Charisma(R). The Company also designs and manufactures private-
label home textile products for leading retailers. Pillowtex
operated manufacturing and distribution facilities in the U.S. and
Canada and employed approximately 7,650 people.


PLAYBOY ENTERPRISES: Will Publish 2nd Quarter Results on Aug. 6
---------------------------------------------------------------
Playboy Enterprises, Inc., (NYSE: PLA, PLAA) will hold a
conference call related to its second quarter 2003 earnings on
Wednesday, August 6, 2003, at 11:00am EDT. The company's second
quarter 2003 earnings will be released before the market opens
that same day.

The call can be accessed by dialing 1-800-225-9448 (for domestic
callers) or +1-785-832-0301 (for international callers) and by
using the password: Playboy.  In addition, the call is being
webcast. To listen to the call, visit http://www.peiinvestor.com
and select the Investor Relations section.

Playboy Enterprises is a brand-driven, international multimedia
entertainment company that publishes editions of Playboy
magazine around the world; operates Playboy and Spice television
networks and distributes programming via home video and DVD
globally; licenses the Playboy and Spice trademarks
internationally for a range of consumer products and services;
and operates Playboy.com, a leading men's lifestyle and
entertainment Web site.

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Service assigned its 'B' corporate credit rating
to Playboy Enterprises, Inc.

At the same time, Standard & Poor's assigned its 'B' rating to
the new $110 million senior secured notes due 2010, issued
by PEI Holdings.

"The ratings on Playboy reflect the company's significant
presence in the non-cyclical adult entertainment industry,
strong brand recognition, and good direct-to-home satellite TV
coverage," said Standard & Poor's credit analyst Andy Liu. He
added, "These factors are balanced by the proliferation of free
adult materials online, declining newsstand sales of the
magazine, weak cable TV distribution due to the narrow audience
for paid adult content, and high financial risk."


POLAROID CORP: Plan Filing Exclusivity Extended Until October 31
----------------------------------------------------------------
Polaroid Corporation and its debtor-affiliates, and the Official
Committee of Unsecured Creditors obtained the Court's approval
extending:

    (1) the exclusive period to file a Plan until October 31,
        2003; and

    (2) the exclusive period to solicit acceptances of the
        Plan from creditors until December 31, 2003. (Polaroid
        Bankruptcy News, Issue No. 41; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)


POLYONE CORP: Reports Second Quarter 2003 Net Loss of $6 Million
----------------------------------------------------------------
PolyOne Corporation (NYSE:POL), a leading global polymer services
company, today reported sales of $650.9 million for the second
quarter ended June 30, 2003, a decrease of $20.0 million, or 3
percent, from the 2002 second quarter. PolyOne had a net loss of
$6.0 million for the 2003 second quarter compared with net income
of $6.1 million in the same quarter last year. These results are
consistent with PolyOne's July 9, 2003, announcement on projected
second-quarter earnings.

The 2003 net loss includes special items of $2.3 million after-tax
expense, associated primarily with previously announced and new
restructuring initiatives. Among the new initiatives is the
scheduled August closing of the Fort Worth, Texas, color additives
plant, for which PolyOne took a second-quarter pre-tax charge of
$3.5 million, including $2.6 million in non-cash costs. PolyOne
estimates that this closing will result in annual pre-tax
operating savings of approximately $3.4 million.

In the 2002 second quarter, net income included $0.5 million of
after-tax special charges related principally to restructuring
initiatives.

PolyOne faced continuing weak demand in second-quarter 2003 in its
North American businesses, which represent approximately 83
percent of total Company revenues. Many customers, apparently
expecting a near-term improvement in demand and selling prices,
increased inventories in the first quarter. In the second quarter,
however, demand faltered and, as a result, it appears that many
customers lowered their inventories. Consequently, the Company had
only partial success in raising selling prices to cover higher raw
material costs.

"Although we are disappointed by a sales increase of only 1
percent over the previous quarter, we are encouraged that we were
able to retain operating margins at first-quarter levels through
our internal efforts to lower costs," said Thomas A. Waltermire,
PolyOne chairman and chief executive officer. "In addition, we are
confident that we are maintaining our share of targeted markets in
an intensely competitive environment."

             Second-Quarter 2003 Business Highlights

Redefined go-to-market approach: In April 2003, PolyOne launched
efforts to improve and sustain profitability by redefining the way
it takes its products and services to market. These efforts
include repricing and rationalizing some product lines, aligning
the commercial organization toward the most profitable customers,
and establishing a rigorous customer tracking and closing system.
Although this work is still in the early stages, it already has
resulted in $2.5 million in operating income improvement on an
annual run-rate basis.

Lower selling and administrative expense: The cost reductions that
PolyOne implemented in January 2003 produced results as selling
and administrative (S&A) spending declined $13.2 million in the
first half of 2003 compared with the same period last year.
Despite increases in employee benefit costs, S&A costs in the
second quarter of 2003 were $5.6 million below the second-quarter
2002 level as PolyOne continued to pursue its objective of
reducing S&A costs to less than 10 percent of sales.

Strengthened balance sheet: In May 2003, PolyOne completed a debt
refinancing that provides the liquidity for the Company to repay
unsecured senior debt that will mature in September 2003. Under
the refinancing plan, PolyOne has $300 million in new, senior
unsecured debt; a revised, three-year, $50 million secured
revolving credit facility; and a new, three-year, $225 million
accounts receivable sale facility. Following the refinancing,
approximately $34 million of the unsecured senior debt maturing in
September was purchased and retired in the second quarter. The
Company took a $0.8 million charge associated with the early
retirement of this debt. Interest savings will exceed this charge
by $0.4 million in the second and third quarters of 2003.

Effective June 30, 2003, PolyOne terminated its guarantee on $42.3
million of borrowings by Oxy Vinyls, LP from Occidental Petroleum
Corporation, PolyOne's partner in this equity joint venture.

Alignment of capacity with demand: As previously announced,
PolyOne closed its Engineered Films plant in Yerington, Nevada, to
reduce excess production capacity and realign its product
portfolio to available capacity. The plant, which employed 84
people, produced a variety of custom film products.

As part of a continuing evaluation of its manufacturing
facilities, PolyOne concluded that it will close its color
additives plant in Fort Worth, Texas, in August 2003. The Company
is transferring production to other color plants with available
capacity. The plant has 32 employees.

In July 2003, the Company decided to reduce the work schedule at
most of its vinyl compounding plants. Initially, approximately 54
employees will be affected by this decision. Additionally, PolyOne
closed two production lines at its Macedonia, Ohio, engineered
materials plant, affecting 19 employees. As previously announced,
the Bethlehem, Pennsylvania, plant, which made engineered material
compounds, was closed at the end of June, and the production was
transferred to other PolyOne facilities.

The aggregate annual cost saving from these five actions is
projected to approximate $15 million.

PolyOne aligns in joint venture with Bayer: In April 2003, PolyOne
and Bayer Polymers LLC announced the formation of a 50/50 joint
venture to develop and market polyurethane systems. The new
enterprise, BayOne Urethane Systems, LLC, began operating in June
from headquarters at a PolyOne facility in St. Louis, Missouri.
BayOne combines Bayer Polymers' technologies and raw materials
with PolyOne's formulating expertise and technical service know-
how. The joint venture will focus primarily on markets in the
United States and Canada for carpet backing and related
applications, non-automotive flexible molded foam, integral skins,
footwear, instrument panels and filters.

               Second-Quarter 2003 Segment Results

Performance Plastics: Sales and pounds shipped decreased 1 percent
and 12 percent, respectively, compared with the second quarter of
2002. Operating income before special items fell $11.2 million,
due primarily to an increase in raw material costs in the 2003
second quarter compared with the same quarter in 2002. Compared
with first-quarter 2003, operating income before special items
improved $2.5 million, despite essentially flat shipments.

International operations had a 23 percent sales improvement in
second-quarter 2003 over the same quarter in 2002. International
sales benefited both from an acquisition that added approximately
$11 million and from favorable currency exchange of $14 million in
the second quarter of 2003 versus the same quarter in 2002.
International operations had a 12 percent increase in shipments
between the same periods, or a 2 percent decline excluding the
impact of the acquisition. Shipments improved 6 percent in second-
quarter 2003 compared with first-quarter 2003.

Elastomers and Performance Additives: Shipments were down 9
percent compared with first-quarter 2003 and down 10 percent
compared with second-quarter 2002. PolyOne believes the principal
factors in these declines were renewed slowness in automotive
accounts and, to a lesser degree, customers drawing down
inventories that they had restocked during the 2003 first quarter
to hedge higher prices.

Distribution: Sales declined 3 percent and pounds shipped
decreased 15 percent in second-quarter 2003 compared with the
year-ago quarter. For PolyOne's U.S. and Canadian operations,
sales increased 1 percent on 8 percent lower shipments.
Anticipating lower polymer pricing from suppliers in the second
half of the year, some customers used the second quarter of 2003
to de-stock inventories.

Resin and Intermediates: This segment, which comprises primarily
the OxyVinyls and SunBelt Chlor-Alkali joint ventures, realized a
significant turnaround from the second quarter of 2002, although
not to the extent anticipated in the second-quarter 2003 outlook
issued in April. For the quarter, the segment reported $7.5
million in operating income before special items, a $6.7 million
improvement compared with the same quarter in 2002 and a $3.5
million increase over the 2003 first quarter. Improved polyvinyl
chloride resin spreads (selling price less the cost of chlorine
and ethylene) in second-quarter 2003 were partially offset by the
substantially higher cost of natural gas and significantly lower
PVC resin shipments.

               Third-Quarter 2003 Business Outlook

With North American customer demand in an apparent holding pattern
and no real evidence of an economic recovery, PolyOne projects
third-quarter 2003 sales demand to be similar to the second-
quarter level. While this similarity between these quarters is
typical, the third quarter also tends to be adversely affected by
summer shutdowns among North American customers in July and
European customers in August.

For PolyOne's operating businesses (total Company less the Resin
and Intermediates segment), the margin compression seen in the
second quarter of 2003 will likely continue into the third quarter
unless raw material costs moderate or PolyOne succeeds in gaining
selling price increases. PolyOne regards it as unlikely that
either raw material relief or increased selling prices will bring
a significant benefit in the third quarter.

PVC resin demand is forecasted to improve slightly in the third
quarter compared with the prior quarter, although average industry
selling prices will likely decrease. Lower industry PVC resin
selling prices, partially offset by lower chlorine and ethylene
costs, are expected to drive a 1-cent to 2-cent-per-pound decrease
in PVC resin spreads compared with second-quarter 2002.

Chlor-alkali demand is projected to be flat in the third quarter
compared with the second quarter of 2003, with a modest decrease
in industry chlorine selling prices partially offset by slightly
higher caustic soda selling prices. Natural gas costs are
projected to be flat between the quarters. In combination with the
PVC resin spread change, these factors would reduce operating
income before any special items for the Resin and Intermediates
segment by $1 million to $2 million in the third quarter compared
with the second quarter of 2003.

With PolyOne's new refinancing package in place for a full
quarter, net interest expense in the third quarter will increase
an estimated $2 million over the second-quarter 2003 level.

PolyOne estimates that special item pre-tax expense in the third
quarter will total between $6.5 million and $7.5 million for
restructuring actions initiated to date, including the July 2003
initiatives previously noted. The Company estimates that the non-
cash component of expense will approximate $1.5 million.

The cumulative result of these factors (anticipated flat overall
sales in a difficult economy, uncertainty about the magnitude of
product margin recovery, expectations of slightly poorer Resin and
Intermediates performance and higher interest costs) is that
PolyOne projects third-quarter 2003 earnings before special items
to be no better than in the 2003 second quarter.

"Because we foresee no second-half rebound in the economy, we are
committed to making the necessary changes to return the business
to profitability and to building a stronger performance base going
into 2004," said Waltermire. "Each of our business units and
functional areas has prepared a second-half business plan
outlining specific, measurable improvement actions. We will
implement individual actions as quickly as possible. We are
considering further manufacturing plant and line shutdowns as well
as other job eliminations."

PolyOne Corporation, with annual revenues approximating $2.5
billion, is an international polymer services company with
operations in thermoplastic compounds, specialty resins, specialty
polymer formulations, engineered films, color and additive
systems, elastomer compounding and thermoplastic resin
distribution. Headquartered in Cleveland, Ohio, PolyOne has
employees at manufacturing sites in North America, Europe, Asia
and Australia, and joint ventures in North America, South America,
Europe, Asia and Australia. Information on the Company's products
and services can be found at http://www.polyone.com

As reported in Troubled Company Reporter's May 27, 2003 edition,
Fitch Ratings affirmed PolyOne Corporation's senior unsecured debt
rating at 'B' and assigned a 'B' rating to the new 10.625% senior
unsecured notes. The senior secured rating related to the credit
facility was upgraded to 'BB-' from 'B'. The Negative Rating Watch
was removed. The Rating Outlook is Negative.

The ratings reflect PolyOne's continued weak financial
performance.


POLYPHALT INC: Court Protection Under BIA Extended Until Sept 12
----------------------------------------------------------------
Polyphalt Inc. has obtained a 43 day extension of its protection
from its creditors under the Bankruptcy and Insolvency Act in
order to continue its restructuring process. The extension will
provide the Company with protection from its creditors until
September 12, 2003 (subject to further extension with court
approval) while it considers its restructuring alternatives.

Polyphalt is a publicly traded, Canadian based, technology company
that develops and commercializes novel Polymer Modified Asphalt
products and technology to serve North American and international
infrastructure markets.


PRIMEDEX HEALTH: Plans to File Prepackaged Bankruptcy Petition
--------------------------------------------------------------
Primedex Health Systems, Inc., Los Angeles, California
(OTCBB:PMDX), owner and operator of 57 California medical
diagnostic imaging facilities, reported its intent to restructure
its outstanding 10% Convertible Subordinated Debentures due
June 30, 2003.

Of the $16.3 million of outstanding debentures PMDX received
consents from holders of more than $11 million to extend the term
of the Debenture through 2008, increase the interest rate to
11.5%, and reduce the conversion price to $2.50 per share with an
agreement by PMDX not to redeem for two years. PMDX determined
that financing for the $5.3 million shortfall would be too costly
and would severely negatively impact its future viability.

Accordingly, PMDX elected to again seek consents from the holders
to the same restructuring already approved by holders of over $11
million with the intent to file that approval with the Bankruptcy
Court and seek confirmation of a plan requiring all Debentures,
not just those consenting, to be restructured in accordance with
the consent.

Having previously received an approximate 70% approval to the
extension program PMDX management believes the restructuring will
be approved and promptly thereafter confirmed by the Bankruptcy
Court. The bankruptcy filing should have absolutely no other
impact on PMDX other than restructuring of the debentures and
should be concluded before October 31, 2003, the PMDX fiscal year
end.


QUAIL PIPING: Bringing-In Strasburger & Price as Local Counsel
--------------------------------------------------------------
Quail Piping Products, Inc., seeks permission from the U.S.
Bankruptcy Court for the Northern District of Texas to engage
Strasburger & Price, LLP as Counsel in its bankruptcy case and any
related lawsuits.  Strasburger & Price will be acting as local
counsel for the Debtor.

The Debtor is aware that local bankruptcy counsel is necessary and
will be beneficial to the Debtor and its lead bankruptcy counsel,
Gadsby Hannah LLP. The Debtor has selected Strasburger & Price
because it has considerable experience and knowledge in bankruptcy
matters. Debtor is comfortable that the Gadsby Hannah firm and
Strasburger & Price will avoid unnecessary duplication of effort
and expense.

The Debtor expects Strasburger & Price to:

     a. act as local counsel for the Debtor in all aspects of
        this bankruptcy proceeding and to provide Debtor legal
        advice with respect to its Chapter 11 reorganization and
        its powers and duties as debtor-in-possession in the
        continued operation of the business;

     b. assist, to the extent necessary, in the formulation and
        confirmation of a Chapter 11 Plan of Reorganization and
        Disclosure Statement for the Debtor and to prepare on
        behalf of the Debtor any necessary applications,
        answers, orders, reports, pleadings, and other legal
        papers;

     c. consult with the United States Trustee, any statutory
        committee and all other creditors and parties-in-
        interest regarding the administration of this bankruptcy
        proceeding; and

     d. perform all other legal services for the Debtor as may
        be necessary.

Billy G. Leonard, Jr., discloses that Strasburger & Price will
bill the Debtor in its current hourly rates, which range from:

          partners             $275 to $375 per hour
          associates           $185 to $250 per hour
          legal assistant      $90 to $145 per hour

Quail Piping Products, Inc., headquartered in Wichita Falls,
Texas, manufactures pressure pipes and corrugated pipes. The
Company filed for chapter 11 protection on July 15, 2003 (Bankr.
N.D. Tex. Case No. 03-70583).  Charles A. Dale, III, Esq., at
Gadsby Hannah, LLP represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated debts and assets of over $10
million each.


RFS HOTEL INVESTORS: S&P Cuts Corporate Credit Rating to B+
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating for CNL Rose Acquisition Corp (formerly RFS Hotel Investors
Inc.) to 'B+' from 'BB-' and its senior unsecured rating to 'B-'
from 'B+'.

At the same time, the ratings were removed from CreditWatch, where
they were placed on May 8, 2003. The outlook is negative.

"This action reflects the weaker credit profile of CNL Rose
following its purchase by CNL Hospitality (an unrated entity)
primarily due to CNL Hospitality's plans to add up to $220 million
of additional CMBS debt to CNL Rose's current capital structure,"
said Standard & Poor's credit analyst Stella Kapur.

On May 8, 2003, CNL Hospitality announced plans to acquire RFS for
a total consideration of $701 million. The transaction closed on
July 10, 2003. Under the terms of the agreement, CNL Rose acquired
all of the outstanding common stock of RFS and outstanding
partnership units of RFS's operating partnership for $12.35 per
share or unit in cash at closing.

Structurally, CNL Rose, a subsidiary of CNL Hospitality, merged
with RFS and became the surviving entity. A subsidiary of CNL
Rose, CNL Rose Acquisition OP, LP, was merged with and into RFS
Partnership.

CNL Hospitality financed the transaction with cash on hand, and
borrowings under a secured bridge loan from Bank of America.
Following the closure of the transaction, CNL Rose plans to
refinance its bridge loan with up to $220 million of CMBS debt.
This debt will likely be supported by cash flows generated from
assets held at or below the CNL Rose level. As a result, credit
measures for CNL Rose are anticipated to weaken materially with
debt leverage, as measured by total debt to EBITDA, increasing to
the high-5x area.


RICA FOODS: Reports Improved Fin'l Results for Fiscal Year 2002
---------------------------------------------------------------
Rica Foods, Inc. (Amex: RCF) announced the results of operations
for fiscal year 2002. For the year ended September 30, 2002, the
Company generated net income applicable to common stockholders of
$2,917,291, compared to $1,348,784 for the year ended
September 30, 2001.

Positive results for fiscal year 2002, when compared to fiscal
year 2001, are mainly the result of:

     * Increase in net sales by 2.61% when compared to fiscal year
       2001, mainly due to increases in the sales of the animal
       feed, by-products and export segments, offset by a decrease
       in sales of the broiler and restaurant segment. While the
       animal feed, by products and exports segments increased
       their sales volume, the Company believes reduction in the
       consumer's purchasing power resulted in a lower sales
       volume in the broiler segment.

     * Efficiencies in production process due to new investments
       in production facilities and equipments made during fiscal
       years 2001 and 2000 resulted in a lower cost of production
       which resulted in an increase in margin profit.

     * Decreases in operating expenses due to improved
       distribution logistics in sales, general effort of the
       Management to improve efficiencies, adopting cost measures,
       and the elimination of goodwill amortization.

     * An increase in the devaluation rate in Costa Rica, which
       resulted in an increase in the foreign exchange loss, and
       the absence of offsetting gains from the sale of fixed
       assets in fiscal year 2002 when compared to fiscal year
       2001, resulted in an increase of other expenses by 27.1%.

     * Income tax expense was $1,041,596 for fiscal year 2002,
       compared to a benefit of $390,833 for fiscal year 2001,
       mainly due to the elimination of significant tax benefits
       in Costa Rica and an increase in taxable income for fiscal
       year 2002.

The Company operates in the production and marketing of poultry
products, animal feed and quick service fried chicken restaurants.
The Company's subsidiaries distribute these products throughout
Costa Rica and export mostly within Central America and the
Caribbean. The basis for determining the Company's operating
segments is the manner in which financial information is used by
management in its operations. Management operates and organizes
the financial information according to the types of products
offered to its customers.

Broiler sales decreased by 3.3%, mainly due to a 5.7% decrease in
volume. The Company believes this decrease is mainly due to a
relative reduction in consumer purchasing power due to economic
conditions in Costa Rica, which causes a reduction in the
consumption of Broiler Chickens. The profit margin of this segment
increased from 21.0% to a 24.9%, mainly due to production
efficiencies and better distribution logistics, which resulted in
lower costs.

Animal Feed sales increased by 5.6% for fiscal year 2002 when
compared to fiscal year 2001, which reflects a relative increase
in volume and per unit sales prices. Segment profit increased from
11.5% for fiscal year 2001 to 13.1% for fiscal year 2002, mainly
due to a shift in product mix to more profitable products,
production efficiencies and change to more efficient distribution
logistics.

By-product sales increased by 7.6% for fiscal year 2002 when
compared to fiscal year 2001, mainly due to relative increase in
volume and per unit sales prices. Production efficiencies and a
change in the product mix to more profitable products also
contributed to an increase in segment profit from 14.7% for fiscal
year 2001 to 18.1% for fiscal year 2002.

Export sales increased by 28.5% for fiscal year 2002 when compared
to fiscal year 2001, mainly due to an increase in sales of
extruded feed and pellet feed, pet foods and baby chicks. This
increase was partly offset by a decrease in the exports of broiler
chickens, but not other chicken related products, to Honduras.
Since March 2002, exports to the country of Honduras have been
suspended due to a Honduran restriction on the import of broiler
chickens. The Company is working with Governmental authorities in
Costa Rica to reestablish broiler chicken exports to Honduras.
Profit margin increased from 7.3% for fiscal year 2001 to 10.1%
for fiscal year 2002, mainly due to a variation in the product mix
to more profitable products.

Quick service sales decreased by 13.8% for fiscal year 2002 when
compared to fiscal year 2001, mainly due to strong market
competition. The Company believes that strong market competition
also resulted in a decrease in profit margin from 5.6% to 1.1%.

Sales for the other products segment increased by 38.7% for fiscal
year 2002 when compared to fiscal year 2001, mainly due to an
increase in the sale of raw material. Profit margin decreased from
10.4% for fiscal year 2001 to 1.5% for fiscal year 2002, mainly
due to variations in the sales mix to less profitable products.

The Company's operations are largely conducted through its 100%
owned subsidiaries, Corporacion Pipasa, S.A. and subsidiaries and
Corporacion As de Oros, S.A. and subsidiaries. The Company's
subsidiaries' primary business is derived from the production and
sale of broiler chickens, processed chicken, beef and pork by-
products, commercial eggs, and premixed feed and concentrate for
livestock and domestic animals. The Company's subsidiaries own 97
urban and rural outlets throughout Costa Rica, three modern
processing plants and four animal feed plants. As de Oros also
owns and operates two chains of 28 quick service restaurants in
Costa Rica called Restaurantes As de Oros and Kokoroko. Pipasa and
As de Oros export its products to all countries in Central
America, Colombia, Dominican Republic and Hong Kong.

As previously reported in Troubled Company Reporter, Fitch Ratings
placed the 'BB' foreign and local currency ratings of Rica Foods
Inc., on Rating Watch Negative. The ratings apply to Corporacion
Pipasa's senior notes due 2005 and Corporacion As de Oros' senior
notes due 2005, jointly and severally guaranteed by Rica Foods.
Pipasa and As de Oros are wholly owned subsidiaries of Rica Foods
that operate in Costa Rica.


ROUGE INDUSTRIES: Second Quarter 2003 Net Loss Hits $20 Million
---------------------------------------------------------------
Rouge Industries, Inc. (OTC Bulletin Board: RGID) reported a net
loss of $19.9 million for the second quarter of 2003, compared to
a net loss of $8.7 million for the second quarter of 2002. The
second quarter 2003 results included a one-time gain of $14.3
million related to a powerhouse insurance claim settlement and a
non-cash charge of $4.2 million related to the Company's 45%
ownership of Eveleth Mines LLC which idled its iron ore production
facilities during the quarter.

Shipments in the quarter totaled 680,000 tons, 21,000 tons or 3.1%
lower than the second quarter of 2002. Sales in the quarter
totaled $284 million, $5 million lower than the sales recorded for
the same period last year. The second quarter of 2003 included
both a planned and an unplanned outage of the Company's largest
blast furnace. The planned outage was for ten days to change the
furnace top equipment. The unplanned outage began on June 21 when
the Company's "C" blast furnace sustained significant damage to
its auxiliary mechanical equipment. The furnace was returned to
operation on July 22, 2003 and is now operating at its rated
capacity.

                         Chairman's Comments

"The second quarter was difficult and disappointing both
operationally and financially. The sluggish U.S. economy caused
spot market steel demand and pricing to further weaken during the
quarter. In addition, automotive production was down and related
steel product sales were off by 16.3% from the second quarter of
last year. These factors contributed to the decision to pull ahead
the planned ten-day outage to replace the top of 'C' blast furnace
from August to early June. That effort went well but
unfortunately, the unplanned 'C' blast furnace event subsequently
idled the furnace again. The effect of the combined outages
adversely impacted earnings," said Carl L. Valdiserri, chairman
and chief executive officer.

"We have purchased 30,000 tons of semi-finished steel to partially
offset the loss of 191,000 tons of production, but unfortunately
the unplanned blast furnace outage required the Company to reduce
shipments. We appreciate the patience and understanding that both
our customers and suppliers have exhibited during this difficult
period," continued Mr. Valdiserri.

"The third quarter will continue to be very challenging
financially due to the carryover effects of the blast furnace
outage, the annual two-week automotive vacation shutdown, the high
cost of natural gas and the sluggish U.S. economy. On the positive
side, spot market prices have firmed, imports continue at a
moderate level and foreign currencies have strengthened relative
to the dollar," concluded Mr. Valdiserri.

                 'C' Blast Furnace Insurance Claim

During the second quarter, the Company's operating income was
adversely impacted by $4.8 million due to an unplanned outage at
'C' blast furnace to repair its damaged dust catcher and
downcomer. This amount includes $1.4 million of property damage
and $3.4 million of business interruption costs. These costs were
included in costs of goods sold. No insurance recovery income was
recorded in the second quarter.

The Company estimates that the total cost of this incident will
approach $20 million. It is expected that the Company will record
insurance recovery income in the third quarter once the $10
million deductible is exceeded.

                           Liquidity

"The Company's debt as of June 30, 2003 totaled $125.4 million,
$24.9 million lower than the March 31, 2003 level," said Gary P.
Latendresse, vice chairman and chief financial officer. "While the
Company's excess availability under its principal credit facility
of $55.2 million at the end of June has been reduced due to the
effects of the 'C' blast furnace outages and the annual two-week
automotive shutdown, with both blast furnaces operating at full
production rates, we expect the borrowing base and availability to
recover. To further assure sufficient operating cash flow going
forward, the Company has retained Morgan Joseph & Co., a New York
investment banking firm, to assist in refinancing the Company's
credit facilities. The response to the Company's offering has been
encouraging. Our objective is to close this refinancing by the end
of the third quarter," concluded Mr. Latendresse.

             Double Eagle Insurance Claim Settlement

As previously reported, the Company reached a final settlement
with its insurers' representatives on the Double Eagle fire loss
in April, 2003. The Company received $5.0 million in July and
expects to receive the final $2.0 million later in the third
quarter. The corresponding insurance recoveries will be recorded
as the proceeds are received.

                        Eveleth Mines LLC

EVTAC, the Company's 45% owned pellet producing subsidiary, filed
for Chapter 11 bankruptcy protection on May 1, 2003 and ceased
production on May 14, 2003. The Company believes that it does not
have any further obligations related to the funding of EVTAC's
operation or liabilities. The Company has a long-term agreement
with Cleveland-Cliffs Inc for all of its iron ore pellet
requirements. As a result, EVTAC's situation will not affect the
Company's supply or price of pellets.

                            *     *     *

During the mid-1990's, the Company experienced a relatively
stable market environment. Then in 1998, an unprecedented amount
of steel imports began flooding the U.S. causing domestic steel
prices to decline dramatically. Next, in 2000, natural gas
prices began to rise causing a considerable increase in the
Company's costs of goods sold. In addition, in late 2001, a fire
occurred at Double Eagle, the Company's joint venture
electrogalvanizing line, which caused that facility to lose
production for nine months.

The Company continues to face difficult market conditions,
although steel product prices in the spot market and demand for
the Company's products improved during 2002. The low prices
during the past three years, the cash strain caused by the
Powerhouse explosion and the Double Eagle fire and contractual
issues related to the startup and operation of the new power
plant caused significant operating losses and put considerable
pressure on the Company's liquidity. The Company responded to
the liquidity deterioration by refinancing its revolving loan
facility, procuring two subordinated credit facilities and
selling or restructuring three joint ventures. The first
subordinated credit facility was obtained in late 2001 and
during 2002, the Company secured an additional $10 million loan,
which is tied to a long-term supply contract with a raw material
supplier. Additionally, the Company has undertaken an aggressive
cost reduction program and reduced capital expenditures in order
to help conserve cash.

The Company's liquidity is dependent on its operating
performance (which is closely related to business conditions in
the domestic steel industry), the implementation of operating
and capital cost reduction programs, receipt of proceeds from
the Double Eagle insurance claim, the impact of the tariffs
imposed in response to the Bush Administration's Section 201
relief, and its sources of financing. The Company depends on
borrowings to fund operations. In the event that market
conditions deteriorate, causing operating losses to continue,
and the Company is unable to secure additional financing sources
to fund its operations, it may be required to seek bankruptcy
protection or commence liquidation or other administrative
proceedings.

In its report dated February 8, 2003, PricewaterhouseCoopers
LLC, stated: "The [Company's] consolidated financial statements
have been prepared assuming that the Company will continue as a
going concern....[T]he Company has suffered recurring losses
from operations and negative cash flows that raise substantial
doubt about its ability to continue as a going concern. The
consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty."


RURAL/METRO: Wins Renewal Pact as Tenn. 911 Ambulance Provider
--------------------------------------------------------------
Rural/Metro Corporation (Nasdaq:RUREC), a leading national
provider of ambulance and fire protection services, has been
awarded a long-term renewal to continue providing emergency
ambulance services in Shelby County, Tennessee.

The renewal contract is valued at approximately $4.1 million
annually, which includes a $1 million yearly subsidy to cover the
costs of uncompensated care. The initial, one-year term begins
August 2003, to be followed by four one-year renewal periods, for
a total possible contract length of five years. The contract was
approved Monday on a unanimous vote of the Shelby County
Commission.

Jack Brucker, President and Chief Executive Officer, said, "The
citizens of Shelby County have relied upon Rural/Metro's high-
quality EMS services since 1998, and we are extremely pleased to
continue serving the community in the future."

Shelby County is located in far southwestern Tennessee and
includes greater Memphis and its surrounding suburbs. Rural/Metro
is the county's exclusive emergency medical transportation
provider, responding to more than 9,000 calls for service
throughout the unincorporated areas of the county each year as
well as the cities of Arlington, Collierville, Germantown,
Lakeland, and Millington.

The renewal contract calls for two additional dedicated ambulances
to serve the growing county, and dispatching will be integrated
into the Shelby County Fire Department system.

Susan Brown, President of Rural/Metro's South Emergency Response
Group, said, "Shelby County represents an important segment of our
regional operations in Tennessee, and we look forward to future
enhancements that will make the system even stronger."

Bryan Gibson, Division General Manager for Rural/Metro's
operations in Shelby County, added, "We have worked very closely
over the years with the community and its leaders to ensure that
the citizens of Shelby County receive only the best EMS services
possible. Our team is ready and able to meet these needs in the
future and further support the strong and growing EMS system in
our area."

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


SAGENT TECHNOLOGY: Wants to Pursue Debt Workout with Group 1
------------------------------------------------------------
Sagent (Nasdaq:SGNT.OB) announced that a quorum was not present at
Monday's Special Stockholders' Meeting and consequently, at this
point in time, the company is not in a position to consummate the
asset purchase agreement that it had entered into with Group 1
Software Inc., on April 16, 2003 or is it in a position to satisfy
its loan obligation in the amount of $7.2 million which is due in
its entirety on July 31, 2003.

The stockholders' meeting was held on July 28, 2003 at 2:00 p.m.
PST, at the offices of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, at 650 Page Mill Road, Palo Alto,
California. At the meeting, the stockholders were asked to vote on
the following three proposals:

1. To approve the proposed sale of all of Sagent's operating
   assets to Group 1 Software, Inc., described in more detail in
   the proxy statement.

2. To approve the Plan of Complete Liquidation and Dissolution of
   Sagent Technology, Inc.

3. Following consummation of the asset sale in Proposal 1, to
   amend Sagent's Amended and Restated Certificate of
   Incorporation to remove the name "Sagent."

The shareholders were informed that if the sale of assets and
dissolution were approved, then the closing of the sale would have
been held promptly following the stockholders meeting, and that
the dissolution was expected to be completed by year-end, at which
point distribution would have been paid out to the shareholders as
described in the proxy statement. The shareholders were further
informed that if the sale of assets and dissolution was not
approved at the special stockholders' meeting, then the $7 million
loan from Group 1, plus accrued interest, would be due on July 31,
2003, and that Sagent would not be in a position to make the
payment. At that point, Group 1 would have the right to declare an
event of default, exercise its remedies as a secured creditor and
commence a foreclosure sale. If this were to happen, it is
uncertain what amount, if any, would be received upon the sale of
our assets and if there would be any funds available to distribute
to stockholders.

Out of the 46.6 million outstanding shares as of the date of
record, May 28, 2003, only 16.7 million shares were voted. On the
"proposed sale of all of Sagent's operating assets to Group 1
Software Inc.," of the shareholders who did vote, 16.2 million
voted "for" and 0.4 million voted "against." On the "proposed plan
of complete liquidation and dissolution of Sagent Technology," of
the shareholders who did vote, 16.1 million voted "for" and 0.5
million voted "against." On the "proposal to amend Sagent's
Amended and Restated Certificate of Incorporation to remove the
name Sagent," of the shareholders who did vote, 16.2 million voted
"for" and 0.5 million voted "against."

Commenting on the outcome of the special stockholders' meeting,
Sagent's Chairman and CEO, Andre M. Boisvert, stated, "My Board
colleagues and I are extremely disappointed with the low
shareholder participation in such a critical set of votes."
Boisvert went on to say, "Of the shareholders who did exercise
their rights to vote, it was made clear by their 36-to-1 voting
ratio that they were in support of the proposed sale of all of
Sagent's operating assets to Group 1 Software Inc. ...
unfortunately the apathy displayed by the shareholders who did not
vote has now put in jeopardy any future equity value held by the
current Sagent shareholders."

Boisvert went on to explain that since the date of record of May
28, 2003, 100.1 million shares had been traded, which represented
a 215% flip of the total share base. This fact, Boisvert felt,
accounted for the majority of the "right to vote" being held by
individuals that no longer owned the shares, while the new owners
of the shares who had a vested interest to vote the shares, did
not have the right to do so.

With this in mind, Sagent has informed Group 1 that it wishes to
restructure the debt that it currently has with them in a fashion
that would allow Sagent to operate while resetting the date of
record and once more going out to seek shareholder approval.
"Early indications from Group 1 in regards to Sagent's request are
encouraging and we hope to have a definitive position from them
within the next few days," stated Boisvert.

                      Additional Information

Sagent has filed a proxy statement and other relevant documents
concerning the transaction with the Securities and Exchange
Commission. Stockholders of Sagent are urged to read the proxy
statement and other relevant documents filed with the SEC because
they contain important information. Investors and security holders
can obtain free copies of the proxy statement and other relevant
documents by contacting Sagent Technology, Inc., 800 West El
Camino Real, Suite 300, Mountain View, CA 94040 or at Sagent's Web
site at http://www.sagent.com In addition, documents filed with
the SEC by Sagent are available free of charge at the SEC's Web
site at http://www.sec.gov

Sagent has fixed the close of business on May 28, 2003 as the
record date for determining stockholders entitled to notice of,
and vote at, the Special Meeting. Information regarding the
identity of the persons who may, under SEC rules, be deemed to be
participants in the solicitation of stockholders of Sagent in
connection with the transaction, and their direct and indirect
interests, by security holding or otherwise, in the solicitation
is set forth in the proxy statement as filed by Sagent with the
SEC.

Sagent Technology, Inc.'s March 31, 2003 balance sheet shows a
working capital deficit of about $8 million, while its total
shareholders' equity dwindled to about $1.7 million from $6.3
million recorded three months ago.


SEITEL INC: Wells Fargo Agrees to Extend $20 Mill. DIP Financing
----------------------------------------------------------------
To preserve the assets of Seitel, Inc., and its debtor-affiliates,
and to finance their ongoing operation, the Company asks the U.S.
Bankruptcy Court for the District of Delaware for authority to
obtain Postpetition Financing from Wells Fargo Foothill, Inc. --
up to $20 million on a permanent basis and $10 million of
revolving credit on an interim basis.

In order to protect the value of their businesses, it is essential
that the Debtors continue "business as usual." The availability of
sufficient working capital and liquidity is vital to this
continuation because it will allow the Debtors to preserve the
confidence of their vendors, suppliers and customers and maintain
the going concern value of their businesses.

The Debtors explored financing with a number of lenders to ensure
sufficient cash flow during their reorganization efforts. The
Debtors identified several potential financial institutions and
lenders.  Ultimately, the Debtors negotiated a proposal with Wells
Fargo Foothill, Inc., as Lender, which has conducted significant
due diligence and with whom the Debtors propose to go forward with
a financing agreement.

Despite diligent efforts, the Debtors report that they have been
unable to obtain financing in the form of unsecured credit
allowable under Section 503(b)(1) of the Bankruptcy Code as an
administrative expense or solely in exchange for the grant of a
super-priority administrative expense pursuant to Section
364(c)(1) of the Bankruptcy Code. Moreover, the Debtors have been
unable to obtain financing in the form of credit secured by liens
that are junior to existing liens on property of their respective
estates pursuant to Sections 364(c)(2) and (c)(3) of the
Bankruptcy Code.

Following extensive negotiations, the Debtors and the Lender have
agreed to the terms of the DIP Financing Facility.  The guarantors
of the financing facility will substantially be all U.S.
subsidiaries of the Debtors

All loans under the DIP Financing Facility are to be repaid in
full at the earliest of:

     i) June 30, 2004,

    ii) the Effective Date of the Plan, or

   iii) the conversion of any of the Chapter 11 cases to cases
        under chapter 7 of the Bankruptcy Code.

In connection of the execution of the Financing Agreement, the
Debtors will pay Wells Fargo Foothill a variety of fees:

     a) $150,000 Approval Fee;

     b) $50,000 Final Funding Fee;

     c) 0.50% per annum of Unused Line;

     d) $5,000 Servicing Fee;

     e) if Letters of Credit are issued, 3% per annum of the
        face amount of each letter of credit; and

     f) $850 per day, per analyst Field Examination Fee

The Debtors' obligations to the Lender under the DIP Financing
Facility will enjoy the protections provided pursuant to Sections
364(c)(1), 364(c)(2) and 364(c)(3) of the Bankruptcy Code. In
particular, the Lender is granted an administrative expense for
the Debtors' obligations under the DIP Financing Facility with a
priority over any or all administrative expenses. In addition, the
Debtors' obligations to the Lender shall be secured by first
priority perfected Liens on all the Collateral of the Debtors and
a junior Lien on Collateral with existing Permitted Liens.

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.


SELECT MEDICAL: Prices $175MM Senior Subordinated Notes Offering
----------------------------------------------------------------
Select Medical Corporation (NYSE: SEM) has priced its offering of
$175 million aggregate principal amount of Senior Subordinated
Notes due 2013, which will carry an interest rate coupon of 7.5%.
The Company stated that it intends to use the proceeds of the
offering, together with existing cash and, to the extent
necessary, borrowings under its senior credit facility, to
complete its previously announced acquisition of Kessler
Rehabilitation Corporation.

As reported in Troubled Company Reporter's Monday Edition,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and 'B' senior subordinated ratings on Select Medical
Corp., and assigned its 'B' senior subordinated rating to the
company's proposed $175 million senior subordinated notes due in
2013. Select will use the proceeds from the notes to help finance
the announced acquisition of Kessler Rehabilitation Corp. The
Mechanicsburg, Pennsylvania-based company has about $390 million
of debt outstanding.

The outlook remains stable.


SK GLOBAL: Sec. 304 Injunction Hearing Continues on August 18
-------------------------------------------------------------
Hana Bank, serving as the foreign representative of SK Global
Co., Ltd. turned to the U.S. Bankruptcy Court on April 10, 2003,
for a preliminary injunction to prevent Lenders from grabbing SK
Global's U.S. assets.

A Korean restructuring proceeding under the Corporate
Restructuring Promotion Act of 2001 is ongoing.  Hana, pursuant
to the protocols of the CRPA, was duly deputized as lead agent
for the Statutory Council.  The Statutory Council has retained
experts and begun to formulate a plan of restructuring. The
Statutory Council has also created a steering committee to
regularly meet and continue to work on the Company's future.  The
Governor of the Financial Supervisory Service, the Korean
governmental agency charged with regulating and overseeing
financial institutions in Korea, formally requested that SK
Global's Korean Lenders forbear from taking enforcement actions
against the Company.

Hana asks the U.S. Bankruptcy Court to enter an injunction
prohibiting:

      (a) commencement or continuation of any action or proceeding
          (including the issuance or employment of process)
          against SK Global;

      (b) commencement or continuation of any action or proceeding
          (including the issues or employment of process) or the
          taking of any act against the property of SK Global or
          property involved in the CRPA Proceeding, including any
          action, proceeding or act (i) to seize or otherwise
          obtain possession of or exercise control over such
          property, or (ii) to create, perfect or enforce any
          lien, setoff, judgment, attachment, restraint,
          assessment or order, or collect, assess or recover any
          claim against such property; and

      (c) all persons from relinquishing or disposing of any
          property of SK Global or property involved in the CRPA
          Proceedings, or the proceeds of such property, except to
          Hana in its capacity as the Foreign Representative.

Andrew B. Eckstein, Esq., at Blank Rome LLP, representing Hana,
says all of the criteria under U.S. law for an injunction have
been met:

      (1) SK Global is a debtor in a foreign proceeding as defined
          in Section 101(23) of the Code,

      (2) the Foreign Representative is a foreign representative
          as defined in Section 101(24) of the Bankruptcy Code.

      (3) venue is proper in the Southern District of New York
          pursuant to the special venue statute applicable in
          Section 304 cases, 28 U.S.C. Sec. 1410, and in
          accordance with the Court's broad powers granted by
          Congress to further judicial economy;

      (4) an injunction will assure an expeditious and economical
          administration of the estate in the CRPA Proceedings,
          consistent with the guidelines set forth in 11 U.S.C.
          Sec. 304(c);

      (5) Korean bankruptcy law is similar to United States law
          and comports with American notions of fairness and due
          process;

      (6) the CRPA Proceedings provide many of the same procedural
          safeguards as would apply in a United States chapter 11
          case.

Therefore, Mr. Eckstein argues, comity is warranted.  If the
injunction isn't granted, Mr. Eckstein warns, SK Global and its
estate and creditors in the CRPA Proceedings will be irreparably
harmed.

Byoung Seon Choe, Esq., at Shin & Kim, Hana's Korean counsel,
adds that Korea has statutory provisions [if enacted on July 1,
2003] that harmonize with Sec. 304 of the U.S. Bankruptcy Code.
An English translation of these comity provisions is available at
no charge at:

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

"The[se] comity provisions are part of a broad overhaul of Korean
bankruptcy laws approved and proposed by Korea's executive branch
of government," Mr. Choe explains.  Mr. Choe points to five
features that are very similar to Sec. 304:

      * Discretion of Korean courts to recognize foreign,
        including United States, bankruptcy proceedings;

      * The concept of a "foreign representative" of a foreign
        debtor, who has authority to bring actions concerning the
        foreign debtor's Korean assets in Korean court;

      * Authority of Korean courts to grant a "preservation
        order," preventing creditors from attaching or taking
        other actions against Korean assets of a foreign debtor,
        both while and once it determines whether it will
        recognize the foreign proceeding;

      * Authority of Korean courts to suspend proceedings through
        which creditors are seeking to attach or take other action
        against a foreign debtor's Korean assets; and

      * Authority of Korean courts to cancel (or vacate) existing
        attachments of Korean assets of foreign debtors once it
        recognizes the foreign bankruptcy proceeding.

Citibank, N.A., Hong Kong Branch, represented by Corinne Ball,
Esq., at Jones Day, and Kookmin Bank, New York Branch, oppose
Hana's request for an injunction.

Rather than bickering about what the CRPA intended or means, Ms.
Ball suggests that Judge Blackshear "refer[] to that statute for
its full, correct, and stated terms."  An English translation of
the Korean Corporate Restructuring Promotion Act of 2001 is
posted available at no charge at:

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

Ms. Ball relates that on March 11, 2003, Kexim Bank (UK) Limited
assigned a loan made to SK America (and guaranteed by SK Global)
to Citibank, N.A., Seoul Branch, and on March 12, 2003, Citibank,
N.A., Seoul Branch assigned the same loan to Citibank Hong Kong.
Citibank Hong Kong says it's exempt from the CRPA because, as a
matter of Korean law, the CRPA does not apply to a foreign
creditor.

Dong Pyung Joo, Esq., at Hwang Mok Park P.C., Citibank's Korean
counsel, advises Judge Blackshear that the CRPA, enacted in 2001,
is a piece of temporary legislation that expires in 2006.  It was
enacted to quell widespread criticism that Korean banks were
restructuring corporate debts in secret.  The CPRA offers
temporary transparency but the hope is that it will no longer be
necessary in 2006 and will terminate.  Mr. Joo points to two
major holes in CRPA proceedings: they are not supervised by any
judicial tribunal and they are voluntary processes.

Mr. Joo notes that Hana does not treat Citibank as a Domestic
Creditor Bank in the CPRA Proceeding and doesn't allow Citibank
any say in how SK Global is run.  Hence, Citibank is a Foreign
Institution and is exempt from the CPRA Proceeding.  If the CPRA
Proceeding doesn't apply to Citibank, then no Sec. 304 Injunction
can be imposed on Citibank.

Mr. Joo also says that SK Global's assertion that the assignment
of the Kexim loan somehow violated Korean law is nonsense.

Kookmin, represented by Sang Chin Yom, Esq., and Mitchell B.
Nisonoff, Esq., argues that:

      (A) the U.S. Bankruptcy Court does not have jurisdiction
          because SK Global is not a debtor in a "foreign
          proceeding" within the meaning of the Bankruptcy Code;

      (B) Hana is not a qualified "foreign representative" within
          the meaning of the Bankruptcy Code; and

      (C) Hana has not satisfied the required statutory
          requirements for obtaining injunctive relief.

Importantly, Kookmin says, the New York State Court has already
ruled that its loan isn't within the ambit of the CRPA
Proceeding.  Hana, Kookmin argues, should be collaterally
estopped from asserting otherwise in the Bankruptcy Court and the
Bankruptcy Court should give deference to this state court
determination.

Hana says that the United States Bankruptcy Court's assistance is
necessary.  Collection actions in New York State Courts,
thousands of miles away from SK Global's principal place of
business, will drain limited resources and management attention
from the ongoing restructuring efforts in Korea.  "Citibank HK's
and Kookmin's actions impairs SK Global's ability to restructure
and will harm other creditors by depleting unnecessarily the
finite assets available to pay creditors' claims in the Foreign
Proceedings," Mr. Eckstein argues.  "Moreover, Citibank HK and
Kookmin, by attaching funds of SK Global, have unfairly gained
preferences over other creditors of SK Global. Therefore, it is
critical that SK Global obtain immediate injunctive relief on a
nationwide basis to enable SK Global to achieve a successful
restructuring, to ensure the orderly administration of the estate
and the resolution of claims in the Foreign Proceedings and to
prevent any creditor of SK Global from gaining a preference."

Judge Blackshear will convene a hearing at 10:00 a.m. on
August 18, 2003, to sort through Hana, Citibank and Kookmin's
arguments. (SK Global Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SOLUTIA INC: June 30 Net Capital Deficit Narrows to $246 Million
----------------------------------------------------------------
Solutia Inc. (NYSE: SOI) reported a second quarter loss of
$21 million on net sales of $611 million.  This compares to income
from continuing operations for the second quarter of 2002 of $11
million, or 10 cents per share, on net sales of $585 million.

Solutia's operations for the second quarter versus the year-ago
period were negatively impacted by elevated raw material and
energy costs, increased interest expense and severance costs
associated with workforce reductions, offset to some extent by
higher sales prices, favorable currency exchange rate fluctuations
and improved manufacturing operations.

The second quarter net loss included charges of approximately $7
million after tax resulting from several events. The Company
eliminated approximately 280 positions during the quarter,
incurring severance charges of $5 million after tax.  In addition,
the Flexsys and Astaris joint ventures, in which the Company has a
fifty percent ownership stake, incurred restructuring charges
during the quarter.  Solutia's share of these charges was
approximately $2 million after tax.

"Notwithstanding quarterly sales revenue of $611 million, our
earnings continued to be adversely impacted by persistently
elevated raw material and energy costs and significant over
capacity in the market place.  The pace of the economic recovery
in North America has yet to spark increased demand," said Chairman
and Chief Executive Officer John Hunter. "We continue to take
necessary actions to offset these circumstances, such as
streamlining our Acrilan acrylic fibers product line to focus on
specialty products, reducing headcount, managing discretionary
spending and passing along cost increases when possible," Hunter
said.

              Litigation and Legacy Liabilities Update

"The second quarter proved to be very difficult for Solutia as our
financial performance continues to be also adversely influenced by
the ongoing cash drain from the legacy issues we assumed as part
of the spin off from what is now Pharmacia," stated Hunter. "Most
notable of the legacy liabilities is the PCB litigation in
Alabama. The verdicts in the property damage phase of the
Abernathy case continued to mount in the second quarter. The
situation will not improve in the third quarter as the personal
injury phase of Abernathy will begin and then the Tolbert case
will go to trial early in the fourth quarter."

"In the last few weeks, the defendants have made significant
efforts to obtain a comprehensive resolution of the Anniston PCB
litigation, but to no avail. Our hope of reaching a fair and
equitable resolution of the PCB issues in Anniston in the near
term has been significantly diminished due to the unrealistic
demand of the plaintiffs' attorneys and by the continued adverse
results in the courtroom," Hunter noted.

"Without a dramatic change in circumstances, the overhang of this
legacy litigation will significantly restrict the alternatives we
have to address our future liquidity requirements with respect to
bond maturities in late 2004 and early 2005 and the projected
contributions to our pension plans beginning in 2005. We are
currently considering all available alternatives to address our
legacy issues and our future liquidity needs," Hunter stated.

       Year-to-Date Results from Continuing Operations

For the first half of 2003, Solutia's net loss from continuing
operations was $38 million, or 36 cents per share, on net sales of
$1,207 million. Continuing operations for the first half of 2003
included net charges of $16 million after tax for several items,
such as restructuring charges primarily related to workforce
reductions of approximately 450 positions, and restructuring
charges at the Flexsys and Astaris joint ventures.  These charges
were partially offset by a gain from the recovery of a previously
written off uncollectible Russian customer account. This compares
to income from continuing operations for the first half of 2002 of
$15 million, or 14 cents per share, on net sales of $1,105
million.  Earnings from continuing operations for the first half
of 2002 included a gain of $3 million after tax from the sale of
Solutia's interest in the Advanced Elastomer Systems joint
venture.

The decline in earnings for the first half of 2003 was due to
elevated raw material and energy costs, increased interest expense
and severance costs associated with workforce reductions, offset
to some extent by higher sales prices, favorable currency exchange
rate fluctuations and improved manufacturing operations.

                          Segment Data

Performance Products and Services net sales for the second quarter
of 2003 increased $16 million compared to the same period of 2002
primarily due to strengthened foreign currencies and slightly
higher volumes.  Net sales increased in the Performance Films
product lines on a quarter-over-quarter basis due to strengthened
foreign currencies and higher volumes.  Net sales also increased
in Industrial Products versus second quarter 2002 primarily due
to stronger foreign currencies and higher average selling prices.
Pharmaceutical Services had a quarterly revenue decline due to
volume decrease.

Performance Products and Services profitability in the quarter
increased $3 million versus the prior-year quarter.  This increase
was primarily due to higher net sales and favorable manufacturing
variances, partially offset by higher raw material costs and
severance charges.

For the first half of 2003, Performance Products and Services net
sales increased $35 million over the comparable prior year period
primarily due to favorable currency exchange rate fluctuations.
Segment profitability declined by $1 million primarily because of
severance charges associated with workforce reductions and
increased raw material costs, partially offset by increased sales.

Integrated Nylon's net sales for the second quarter of 2003
increased $10 million compared to the second quarter of 2002
driven by improved sales prices, which more than offset volume
declines.  Price increases occurred principally in nylon
intermediate chemicals.  In addition, carpet fibers recorded
improvements in average selling prices following an April 1 price
increase.  Sales volumes were down considerably in the acrylic
fiber business reflecting weakness in the U.S. textiles industry.
Carpet volumes were down modestly in line with industry trends.

Integrated Nylon's segment profitability decreased $30 million
over the prior year quarter. This was primarily due to higher raw
material and energy costs of approximately $50 million and
severance charges driven by cost reduction initiatives incurred in
the quarter, partially offset by higher net sales.

For the first half of 2003, Integrated Nylon's net sales increased
$67 million over the comparable prior year period because of
higher average selling prices.  Segment profitability declined by
$48 million primarily because of higher raw material and energy
costs of approximately $110 million and severance charges
associated with cost reduction initiatives, partially offset by
increased sales.

                             Liquidity

Cash used in continuing operations was $6 million in the second
quarter of 2003, compared to cash provided by continuing
operations of $53 million in the second quarter of 2002.  Solutia
reported negative free cash flow (cash flow from continuing
operations less capital expenditures as presented on the statement
of cash flows) of $12 million for the second quarter, after
funding $6 million of capital expenditures.  This compares to free
cash flow of $37 million in the second quarter of 2002, after
funding $16 million of capital expenditures.  The decrease in free
cash flow was principally due to lower earnings, lower dividends
from equity affiliates and timing of certain accounts payable
disbursements.

Solutia reported negative free cash flow of $87 million from
continuing operations for the first half of 2003, after funding
$46 million of capital expenditures. Capital expenditures in the
first half of 2003 included a $32 million purchase of the
cogeneration facility at the Pensacola manufacturing site, as
required by Solutia's credit facility.  This compares to free cash
flow of $12 million for the comparable 2002 period, after funding
$27 million of capital expenditures. The decrease in free cash
flow was principally due to a $60 million income tax refund
received in 2002, lower dividends from equity affiliates, higher
capital expenditures and lower earnings.  At June 30, the Company
had borrowing capacity, cash and cash equivalents totaling $146
million.

In anticipation of weaker-than-expected second quarter results,
the Company sought and received an amendment granting relief from
certain financial covenants in its $300 million revolving credit
facility for the period June 30, 2003 through September 29, 2003.
The Company has initiated discussions concerning the refinancing
of this credit facility.

At June 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $246 million.

                              Outlook

While there has been some recent evidence of a domestic recovery
as noted in recently published economic data, the Company
anticipates that uncertain economic conditions will remain for the
foreseeable future.  Early in the third quarter, we have seen a
modest decline in feedstock and energy costs but it is unclear
whether this will be a sustainable trend for the quarter, given
the significant volatility in these markets.

Solutia -- http://www.Solutia.com-- uses world-class skills in
applied chemistry to create value-added solutions for customers,
whose products improve the lives of consumers every day.  Solutia
is a world leader in performance films for laminated safety glass
and after-market applications; process development and scale-up
services for pharmaceutical fine chemicals; specialties such as
water treatment chemicals, heat transfer fluids and aviation
hydraulic fluid and an integrated family of nylon products
including high-performance polymers and fibers.


SPIEGEL: Gets Nod to Hire Sachnoff & Weaver as Insurance Counsel
----------------------------------------------------------------
The Spiegel Inc. Debtors obtained permission to employ Sachnoff &
Weaver, Ltd., as special insurance coverage counsel nunc pro tunc
to June 1, 2003.

As the Debtors' insurance counsel, Sachnoff & Weaver will:

    (a) advise and counsel the Debtors regarding their directors'
        and officers' liability insurance coverage;

    (b) prepare pleadings and documents as necessary with regard
        to insurance coverage for the Debtors;

    (c) appear and represent the interests of the Debtors with
        respect to insurance coverage issues; and

    (d) take other action and perform other services as the
        Debtors may require of Sachnoff & Weaver in connection
        with insurance coverage matters.

The Debtors will compensate Sachnoff & Weaver for its services
and expenses consistent with the firm's billing practices.  The
professionals who will primarily work for the Debtors and their
customary hourly rates are:

         Carolyn H. Rosenberg     Partner         $425
         Mark S. Hersh            Partner          370
         Duane F. Sigelko         Partner          360
         Charles P. Schulman      Partner          350
         Arlene N. Gelman         Associate        265
         J. Andrew Moss           Associate        225
(Spiegel Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


STELCO INC: Lawrence McBrearty Expresses Union's Firm Stand
-----------------------------------------------------------
United Steelworkers' National Director Lawrence McBrearty said
that a change in leadership at Stelco Inc., doesn't change the
union's position on how to save the troubled steel maker.

"We have said we are prepared to work with the company to reduce
costs, on a local-by-local basis, and that hasn't changed," said
McBrearty. "If the company is not prepared to be open with us,
then this week's resignation of Jim Alfano and the recycling of
former CEO Fred Telmer will amount to a rearranging of the deck
chairs on the Titanic."

McBrearty repeated that the company's weak results are not because
of labor costs, so that re-opening collective agreements is not an
appropriate quick fix.

"Stelco's second quarter 2003 results are mainly due to weak
market demand, the higher value of the Canadian dollar, increased
steel dumping from off-shore, and the Federal Government's failure
to introduce safeguards to protect the Canadian steel industry,"
he said.

"The federal government has a responsibility to see that good
jobs, which sustain communities, are not squandered because of
poor public policy. We have lobbied the federal government for
changes that will protect the Canadian steel industry from
unfairly-traded steel dumped in Canada by offshore producers. We
will continue that campaign and strive to work with Stelco for a
sustainable solution, not a phony fix that picks our members'
pockets.

McBrearty added that he spoke to Telmer early on Tuesday and that
the interim CEO said he wanted a process of working with the union
to be open and transparent.

"We hope that Mr. Telmer will be prepared to work with us, and not
against us, for the benefit of saving jobs and bringing the
company back to profitability."

More information on the campaign to "Keep Canadian Steel Strong"
can be found on the Steelworkers' Web site at http://www.uswa.ca

                          *   *   *

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.


TANGER FACTORY: Reports Flat Second Quarter 2003 Fin'l Results
--------------------------------------------------------------
Tanger Factory Outlet Centers, Inc. (NYSE: SKT) reported funds
from operations, a widely accepted performance measure of a Real
Estate Investment Trust, for the three months ended June 30, 2003,
was $11.0 million, or $0.82 per share, as compared to FFO of $9.4
million, or $0.78 per share, for the three months ended June 30,
2002, representing a 17.0% increase in total FFO and a 5.1% per
share increase. For the six months ended June 30, 2003, FFO was
$21.3 million, or $1.60 per share, as compared to FFO of $18.3
million, or $1.54 per share, for the six months ended June 30,
2002, representing a 16.1% increase in total FFO and a 3.9% per
share increase.

Net income for the three months ended June 30, 2003 was $2.3
million, or $0.20 per share, compared to $2.1 million, or $0.20
per share for the second quarter of 2002. Included in net income
for the second quarter of 2003 is a non-cash, non-recurring, book
loss on sale of $735,000 in connection with the sale of a non-core
asset completed in the second quarter. For the six months ended
June 30, 2003, net income was $4.5 million, or $0.38 per share,
compared to $3.5 million, or $0.33 per share for the first six
months of 2002.

Net income and FFO per share amounts are on a diluted basis. A
reconciliation of net income to FFO is presented on the
supplemental information page of this press release.
Second Quarter Highlights

* 96% period-end portfolio occupancy rate

* Same-space sales increased 6.3% for the three months ended
  June 30, 2003

* 81 leases signed, totaling 308,000 square feet

* As of June 30, 2003, 72.6% of the square footage scheduled to
  expire during 2003 has renewed

* Rental rates on new stores opening were 13.9% higher than rental
  rates on stores closing during the quarter

* $300 per square foot in reported same-space tenant sales for the
  rolling twelve months ended June 30, 2003

* 49,000 square feet of development/expansion space completed and
  100% leased

* Sold one non-core property, generating $2.3 million in proceeds

* Completed redemption/conversion of all outstanding convertible
  preferred shares

* 43.0% debt-to-total market capitalization ratio, 2.8 times
  interest coverage ratio

* $0.615 per share in quarterly common dividends declared ($2.46
  annualized)

* Added to Standard & Poor's REIT Composite Index

Stanley K. Tanger, Chairman of the Board and Chief Executive
Officer, commented, "We remain fully on track with executing our
planned strategies for 2003. During the second quarter, we
continued to generate positive leasing results; increasing our
portfolio occupancy to 96% and achieving a 13.9% rental rate
increase on new stores opened compared to stores closed during the
second quarter. Additionally, our tenants continued to perform
well with same-space sales increasing to $300 per square foot."
Mr. Tanger continued, "Our ongoing ability to generate solid
results and deliver reliable dividends to our shareholders was
particularly gratifying for all of us at Tanger during the second
quarter, as we celebrated our tenth anniversary as a New York
Stock Exchange company and were recently added to the S&P REIT
Composite Index."

                    Portfolio Operating Results

During the second quarter of 2003, the average initial base rental
rate for new stores opened was $17.85, representing an increase of
$2.18 or 13.9% over the rent paid by stores that closed during the
same quarter. In addition, Tanger executed 81 leases, totaling
approximately 308,000 square feet, with a 1.4% increase in base
rental revenue per square foot on a cash basis as compared to the
previous base rental revenue associated with that space. Through
the first six months of 2003, the Company has renewed 72.6% of the
square footage originally scheduled to expire during 2003 as
compared to 57.0% at this time last year.

Reported same-space sales per square foot for the three months
ended June 30, 2003, increased by 6.3%, as compared to the three
months ended June 30, 2002. For the rolling twelve months ended
June 30, 2003 sales were $300 per square foot, representing a 1.5%
increase compared to $295 per square foot for the rolling twelve
months ended June 30, 2002. Same-space sales is defined as the
weighted average sales per square foot reported in space open for
the full duration of the comparative periods.
Investment Activities

During the second quarter of 2003, Tanger completed the 64,000
square foot second phase of its center in Myrtle Beach, South
Carolina. Stores, aggregating 49,000 square feet, commenced
operations during May and June, approximately one month ahead of
schedule, with the remaining stores expected to open later this
year. The center, which now totals over 324,000 square feet, was
developed and is managed and leased by the Company, and is owned
through a joint venture of which the Company owns a 50% interest.
Accordingly, the Company's total investment for the second phase
is approximately $1.1 million with an expected return in excess of
20%.

Additionally, Tanger is currently underway with a 35,000 square
foot, 100% leased expansion at its outlet center in Sevierville,
Tennessee. The company expects to complete the expansion with
stores commencing operations during the third quarter of 2003. The
estimated cost of the expansion is $4.0 million, with an expected
return in excess of 13%. Upon completion of the expansion, the
Sevierville center will total approximately 419,000 square feet.

In May 2003, Tanger sold a 49,252 square foot non-core property
located in West Virginia for a total cash sales price of $2.3
million, resulting in a book loss of $735,000. The loss is
included in the Company's reported net income for the second
quarter and is excluded from FFO in accordance with the industry
standard definition for FFO as set forth by the National
Association of Real Estate Investment Trusts. Proceeds from the
sale were used to pay down borrowings outstanding under the
Company's unsecured lines of credit.
Balance Sheet Summary

During the second quarter, Tanger called for redemption all of its
801,897 Series A convertible preferred shares, to be effected on
June 20, 2003. Prior to redemption, each Series A preferred share
could have been converted to .901 common shares. In total,
787,008, or 98.1%, of the Series A preferred shares were converted
into 709,078 common shares and the Company redeemed the remaining
14,889 Series A preferred shares for $25 per share, plus accrued
and unpaid dividends. Tanger funded the redemption, totaling
approximately $375,000 from cash flow from operations. With the
redemption of the Series A preferred shares completed, the Company
expects its fixed charge coverage ratio will increase.

As of June 30, 2003, Tanger had a total market capitalization of
approximately $773 million, with $333 million of debt outstanding,
equating to a 43.0% debt-to-total market capitalization ratio.
This compares favorably to a total market capitalization of
approximately $706 million with $358 million of debt outstanding
on June 30, 2002. The Company had a 50.7% debt-to-total market
capitalization ratio as of June 30, 2002. During the second
quarter of 2003, Tanger reduced its debt outstanding by $8.6
million. As of June 30, 2003, the Company had $11.9 million
outstanding with $73.1 million available on its unsecured lines of
credit. The Company continues to improve its interest coverage
ratio, which was 2.8 times for the second quarter of 2003, as
compared to 2.3 times interest coverage in the same period last
year.

                 2003 FFO Per Share Guidance

Based on current market conditions, the strength and stability of
its core portfolio and the Company's ongoing development,
expansion and acquisition pipeline, Tanger currently believes its
FFO for 2003 will range between $3.45 and $3.49 per share. Tanger
currently expects 2003 FFO to range between $0.87 to $0.89 per
share for the third quarter and $0.98 to $1.00 per share for the
fourth quarter.

Tanger Factory Outlet Centers, Inc. (NYSE: SKT), a fully
integrated, self-administered and self-managed publicly traded
REIT, presently operates 33 centers in 20 states coast to coast,
totaling approximately 6.2 million square feet of gross leasable
area. We are filing a Form 8-K with the Securities and Exchange
Commission that includes a supplemental information package for
the quarter ended June 30, 2003. For more information on Tanger
Outlet Centers, visit its Web site at http://www.tangeroutlet.com

                          *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its double-'B'-plus corporate credit rating on
Tanger Factory Outlet Centers Inc., and its operating partnership,
Tanger Properties L.P. At the same time, the double-'B'-plus
senior unsecured rating and the double-'B'-minus preferred stock
rating were affirmed. The outlook is stable.


TENNECO AUTOMOTIVE: Mark McCollum Steps Down as SVP and CFO
-----------------------------------------------------------
Tenneco Automotive (NYSE: TEN) announced that Mark McCollum,
senior vice president and chief financial officer, is leaving the
company for an opportunity outside the automotive industry.
Kenneth Trammell, the company's vice president, controller and
principal accounting officer, has been named interim chief
financial officer.

Mr. McCollum has accepted the position of senior vice president
and chief accounting officer with Halliburton, a $13 billion
supplier to the petroleum and energy industries, headquartered in
Houston, Texas.  Mr. McCollum's resignation is effective August
15, 2003, by which time the company will have completed and filed
its Form 10-Q for the second quarter.  The company has initiated a
process to select a successor to Mr. McCollum, which will consider
both internal and external candidates.

"Mark McCollum has played an integral role in helping set the
strategic direction for Tenneco Automotive since it became a
stand-alone entity nearly four years ago," said Mark P. Frissora,
chairman and CEO, Tenneco Automotive. "He has helped strengthen
Tenneco Automotive's relationships with its lenders, the rating
agencies and financial analysts.  He also established a highly
effective and disciplined corporate finance organization
worldwide.  I know that the entire Tenneco Automotive team joins
me in sincerely thanking Mark for his contributions and wishing
him much success with Halliburton in his native Texas."

Mr. Trammell joined Tenneco Inc. in 1996 as assistant controller
and was promoted to the position of corporate controller the
following year.  Since joining Tenneco, he has been responsible
for accounting, planning and analysis, financial reporting and
audit coordination.  When Tenneco Automotive became a stand-alone
entity in November 1999, Mr. Trammell was named vice president and
controller.  Externally, Mr. Trammell is a member of Financial
Executives International's Committee on Corporate Reporting, a
group of Fortune 500 controllers that, among other things,
monitors, reviews and establishes positions on financial
accounting pronouncements.

Tenneco Automotive is a $3.5 billion manufacturing company with
headquarters in Lake Forest, Illinois and approximately 19,600
employees worldwide.  Tenneco Automotive is one of the world's
largest producers and marketers of ride control and exhaust
systems and products, which are sold under the Monroe(R) and
Walker(R) global brand names.  Among its products are Sensa-
Trac(R) and Monroe Reflex(R) shocks and struts, Rancho(R) shock
absorbers, Walker(R) Quiet-Flow(R) mufflers and DynoMax(R)
performance exhaust products, and Monroe(R) Clevite(R) vibration
control components.

                         Ratings Status

As reported in Troubled Company Reporter's June 5, 2003 edition,
Fitch Ratings affirmed Tenneco Automotive Inc.'s senior secured
bank debt at 'B+' and subordinated debt at 'B-'. In addition,

Fitch assigned a rating of 'B' to the $300 million senior secured
notes to be issued under 144A, with silent second lien, due in
2013.

Meanwhile, as previously reported, Standard & Poor's Ratings
Services revised its outlook on Tenneco Automotive Inc. to stable
from negative. At the same time, Standard & Poor's assigned its
'CCC+' rating to TEN's offering of $300 million senior secured
notes, with a second lien, due in 2013 (144A with registration
rights).

The outlook revision reflects Lake Forest, Illinois-based TEN's
improved credit-protection measures achieved in the past year and
enhanced liquidity stemming from the pending issuance of the $300
million senior secured notes.

In addition, Standard & Poor's affirmed its 'B' corporate credit
rating on TEN and its other ratings.


TERAFORCE TECHNOLOGY: Completes $4.8-Million Debt Restructuring
---------------------------------------------------------------
TeraForce Technology Corporation (OTCBB:TERA) has completed a
series of transactions whereby approximately $4.8 million of debt
has been restructured. The Company has also raised approximately
$750,000 in new working capital from the issuance of two-year
convertible subordinated notes with the initial closing of a
private placement. The Company expects to raise additional working
capital from issuing approximately $1,250,000 in notes with a
subsequent closing of the private placement that is expected to
occur approximately July 31, 2003.

Herman M. Frietsch, Chairman and CEO of TeraForce commented,
"These transactions are important and timely developments in the
progress of the Company. We believe that they provide added
financial stability and liquidity to exploit many of the
opportunities before us in the defense electronics industry."

In its debt restructuring, the Company has amended its credit
agreements with Bank One, NA. Amounts outstanding under the
Company's $1.5 million credit agreement have been combined with
the Company's $2.7 million credit agreement with Bank One and the
$1.5 million agreement has been terminated. The amended $4.2
million agreement matures on June 27, 2004, with no reductions
required prior to that time. Interest is payable monthly at LIBOR
plus 1.75%. The facility is secured by a letter of credit provided
by a private investor.

The Company has been engaged in a private placement of up to $2.0
million principal amount of 12% convertible subordinated notes to
qualified investors. The Company expects to utilize the first
$1,100,000 in net proceeds received for working capital. Net
proceeds in excess of $1,100,000, if any, are expected to be used
to reduce outstanding debt by up to $400,000, with any remaining
amounts used for working capital. Odyssey Capital, LLC has acted
as placement agent for the notes and will receive a commission
equal to 5% of the principal amount of the notes. Odyssey will
also be issued a four-year warrant to purchase up to 1,250,000
shares of the Company's common stock at $0.16 per share.

The convertible subordinated notes bear interest at 12% that is
paid annually. The notes mature on June 30, 2005 and are
convertible into the Company's common stock at the option of the
holder at the rate of $0.16 per share. Purchasers of the notes
also receive warrants to purchase a number of shares of the
Company's common stock equal to 10% of the shares that may be
obtained by conversion of the principal amount of the notes. The
Company may redeem the notes any time beginning in November, 2003.
The redemption price is equal to 110% of the principal amount,
plus accrued interest if redeemed before June 1, 2004 and is equal
to 105% of the principal amount, plus accrued interest if redeemed
after June 1, 2004 and prior to maturity. The notes are unsecured
obligations of the Company and are subordinated to existing and
future senior indebtedness, as defined in the related Note
Agreement. The Note Agreement limits the amount of additional
senior indebtedness the Company may incur without the consent of
the holders of a majority of the outstanding notes. The Note
Agreement also contains a covenant concerning minimum levels of
net revenues. The Company has agreed to file a registration
statement covering the resale of the common stock to be issued
upon the conversion of the notes and the exercise of the warrants.

The Company has agreed to utilize up to $400,000 of the available
proceeds from the issuance of the convertible subordinated notes
to repay accrued interest and outstanding principal under an
approximately $650,000 promissory note to the private investor who
provides the security for the Bank One credit agreement. The note
is unsecured and bears interest at 8%, payable at maturity of the
note, which has been extended to June 30, 2004.

Based in Richardson, Texas, TeraForce Technology Corporation
(OTCBB:TERA) designs, develops, produces and sells high-density
embedded computing platforms and digital signal processing
products, primarily for applications in the defense electronics
industry. TeraForce's primary operating unit is DNA Computing
Solutions, Inc., http://www.dnacomputingsolutions.com

Teraforce Technology's March 31, 2003 balance sheet shows a
working capital deficit of about $5 million, and a total
shareholders' equity deficit of about $3.5 million.


TEXAS PETROCHEM: Intends to Hire Ordinary Course Professionals
--------------------------------------------------------------
Texas Petrochemicals LP and its debtor-affiliates ask for approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to continue the employment of the professionals management turns
to in the ordinary course of their businesses.

Prior to the Petition Date, the Debtors employed various
professionals, including accountants, auditors, appraisers,
consultants, attorneys, agents and trustees, in the ordinary
course of business to provide services relating to, among other
things, routine and/or specialized litigation, advice on labor,
environmental and regulatory matters, preparation and analysis of
financial information concerning the Debtors' various enterprises,
and other matters requiring the advice and assistance of
professionals. The Debtors believe that postpetition retention of
such Ordinary Course Professionals is necessary for the continued
operation of the Debtors' business.

The Debtors request that the Court suspend its requirement for
submission of individual employment applications with respect to
each Ordinary Course Professional. The Debtors submit that in
light of the costs associated with the preparation of employment
applications for professionals who will receive relatively small
fees, it is impractical and costly for the Debtors to prepare
individual applications for each such professional.

The Debtors wish to pay each Ordinary Course Professional, without
prior application to the Court, 100% of the fees and disbursements
incurred postpetition, upon submission of an appropriate invoice
setting forth in reasonable detail the nature of the services
rendered and disbursements actually incurred; provided, however,
that such fees and disbursements shall not exceed $25,000 per
month and not to exceed $300,000 for the entire case per each
Ordinary Course Professional.

Texas Petrochemicals LP, headquartered in Houston, Texas, along
with its debtor-affiliates, are one of the largest producers of
butadiene, butene-1 and third largest producer of methyl tertiary-
butyl ether in North America. The Company filed for chapter 11
protection on July 20, 2003 (Bankr. S.D. Tex. Case No. 03-40258).
Mark W. Wege, Esq., at Bracewell & Patterson, LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $512,417,000 in total
assets and $448,866,000 in total debts.


TEXAS QUEEN RIVERBOAT: Emerges from Troubled Waters & Resume Ops
----------------------------------------------------------------
After 18 months of legal entanglements and protracted negotiations
with the City of Dallas, the Texas Queen Riverboat on Lake Ray
Hubbard is back in business. The Texas Queen -- a twenty-year lake
attraction -- is resuming operations under new ownership. Finance
executive turned entrepreneur Mitchell Smartt, a resident of
Heath, will take the helm of the Texas Queen on August 1, 2003.

The former owner of the Texas Queen, Ernie Hughes of Rockwall ran
into difficulty with the City of Dallas in January 2002 when city
auditors determined that Mr. Hughes had not paid the city
concession fees for the past five years. According to Smartt,
Hughes claimed that the original five-year concession agreement
had expired in 1989 and that he had repeatedly attempted to
negotiate a new agreement with the city to no avail. "When it
became apparent that an agreement was not going to be reached to
make up the disputed fees, the city threatened to shut the
business down," Smartt explains. Mr. Hughes responded by filing
for chapter 11-bankruptcy protection in April 2002. All operations
were finally halted on May 30, 2003.

News of the chapter 11 filing prompted Smartt to contact Hughes
about the possibility of buying the business. After nearly a year
of negotiation, Smartt obtained a Dallas City Council resolution
on June 25th, 2003 approving the resumption of operations under a
new concession agreement. The resolution was contingent upon the
city receiving all of the $100,000 in contested past due
concession fees. Those fees are being paid out of the proceeds
from the sale of the business to Mr. Smartt.

With a fully enclosed air-conditioned main deck and a covered,
open-air second deck the Texas Queen has a capacity of 170
passengers and averages approximately 200-250 charter and public
cruises per year. Cruises are typically booked by companies,
organizations, small groups and individuals for corporate events,
private parties, weddings, anniversaries, birthdays and romantic
evenings on the lake. The Texas Queen offers fine dining and
provides a wide variety of entertainment options such as music,
dancing, casino tables and murder mystery cruises.

For more information, visit the Texas Queen Web site at
http://www.TexasQueenRiverboat.com


TYCO INT'L: Publishes Restated Historical Financial Statements
--------------------------------------------------------------
Tyco International Ltd. (NYSE: TYC; BSX: TYC; LSE: TYI) announced
that, following discussions with the Securities and Exchange
Commission, it has restated its historical financial statements.

The restatement includes two previously recorded charges related
to the ADT business, which were recorded in the quarter ended
March 31, 2003, reflecting a change in the amortization method for
customer contracts acquired through the ADT dealer program ($364.5
million pre-tax) and a change in accounting for the ADT dealer
program connect fee ($265.5 million pre-tax).

As previously announced, the Company is restating pre-tax charges
of $434.5 million recorded in the quarter ended March 31, 2003 for
items related to prior periods and pre-tax charges of $261.6
million recorded in the quarter ended December 31, 2001.

In addition to these charges, the Company is also restating prior
periods for $71.5 million in pre-tax charges primarily related to
workers' compensation and general liability accruals recorded in
the quarter ended March 31, 2003.  The restatement of prior period
results also includes $46.6 million of cumulative pre-tax charges
related to split dollar life insurance arrangements for former
senior executives.  The previously announced charges have also
been adjusted for an incremental cumulative tax benefit of $116
million as of March 31, 2003.

The Company filed restated financial statements that reflect all
of the above charges in amendments to its Annual Report on Form
10-K for the fiscal year ended September 30, 2002, as well as its
Quarterly Reports on Form 10-Q for the quarters ended December 31,
2002 and March 31, 2003.  For a description of the charges
discussed above and other components of the restatement, please
see Note 1 and Management's Discussion and Analysis in the
Company's amended filings available at http://www.tyco.com

This restatement pushes back the adjustments referred to above
into the historical periods to which they relate. The effects of
the restatement of these charges are to reduce the Company's
previously reported results for fiscal years 1998-2001 and to
improve the previously reported results for fiscal 2002 and the
first six months of fiscal 2003.

Tyco does not anticipate that the restatement will have any
adverse impact on its operating results or cash flows for the
remainder of fiscal 2003 or future years. The Company continues to
be in compliance with the covenant tests under its various
financing agreements in each of the affected quarters.

The Company believes that the restatement addresses all of the
significant remaining issues identified as part of the SEC
Division of Corporation Finance's ongoing review of its periodic
reports.  It continues to be involved in a dialogue with the SEC
Corporation Finance Staff, however, and the review is not yet
complete.  The Company is working to resolve any remaining
comments to its periodic reports as expeditiously as possible.
There can be no assurance that the resolution of any such
remaining Staff comments will not necessitate further amendments
or restatements to the Company's previously filed periodic
reports.

Tyco International Ltd. is a diversified manufacturing and service
company.  Tyco is the world's largest manufacturer and servicer of
electrical and electronic components; the world's largest
designer, manufacturer, installer and servicer of undersea
telecommunications systems; the world's largest manufacturer,
installer and provider of fire protection systems and electronic
security services and the world's largest manufacturer of
specialty valves.  Tyco also holds strong leadership positions in
medical device products, and plastics and adhesives.  Tyco
operates in more than 100 countries and had fiscal 2002 revenues
from continuing operations of approximately $36 billion.

                        *   *   *

As previously reported, Fitch Ratings affirmed its ratings on the
senior unsecured debt and commercial paper of Tyco International
Ltd., as well as the unconditionally guaranteed debt of its wholly
owned direct subsidiary Tyco International Group S. A., at
'BB'/'B', respectively. The Rating Outlook has been changed to
Stable from Negative. The ratings affect approximately $21 billion
of debt securities.

The change to Outlook Stable reflects Tyco's progress with respect
to reestablishing access to capital, addressing its liability
structure, implementing steps to improve operating performance,
and demonstrating cash generation despite a difficult economic
environment in a number of key end-markets. The impact of
fundamental favorable changes in Tyco's financial policies and
profile since late fiscal 2002 is constrained by economic weakness
in its markets, potential legal liabilities related to shareholder
lawsuits and SEC investigations, and the possibility, although
reduced, of further accounting charges and adjustments. The
ratings could improve over time as Tyco demonstrates more
consistent results and that it has put behind it the accounting
concerns that have obscured the transparency of its financial
reporting in the past.


UNIVERSAL HOSPITAL: June 30 Net Capital Deficit Tops $52 Million
----------------------------------------------------------------
Universal Hospital Services, Inc., announced financial results for
the second quarter ended June 30, 2003.

Total revenues were $42.0 million for the second quarter of 2003
representing a $3.7 million or 9.7% increase from total revenues
of $38.3 million for the same period of 2002. This represents the
20th straight quarter that we have increased revenues. For the
first six months of 2003, total revenues increased 10.3% over the
same period in 2002. Penetration of existing customers and the
increased focus on technical and professional services and medical
equipment remarketing contributed to the overall growth in
revenues.

Equipment outsourcing revenues were $34.3 million for the second
quarter of 2003, representing a $1.8 million or 5.6% increase from
equipment outsourcing revenues of $32.5 million for the same
period of 2002. For the first six months of 2003, equipment
outsourcing revenues were $70.0 million, representing a $4.7
million, or 7.3% increase from equipment outsourcing revenues of
$65.3 million for the same period of 2002. Supplies, equipment and
other sales grew to $4.1 million in the second quarter of 2003,
representing a 37.8% increase from the prior year. For the first
six months of 2003, sales of supplies, equipment and other were
$7.7 million, representing a 25.6% increase over the same period
of 2002. Service revenues were $3.5 million for the second quarter
of 2003, an increase of 28.0% from the same period in 2002. For
the first six months of 2003, service revenues increased 30.4%
over the same period in 2002 (from $5.3 million to $6.8 million).

President and CEO, Gary D. Blackford, commenting on the quarter
said, "We continue to see substantial growth in our less capital
intensive sales and service businesses. We are also pleased with
our year over year growth in the outsourcing area despite weak
hospital census results that directly impact this business. We
have made tremendous progress in building our team and developing
tools to provide expanded service offerings to our customers. The
second half of 2003 will see UHS continue to roll out tools that
will improve productivity and performance," said Blackford. "We
will continue to distinguish ourselves in the marketplace as THE
service leader," he said.

During the quarter we discontinued relationships with our
exclusive vendors in specialty bariatric and enclosure beds.
Second quarter expenses related to this decision totaled $0.2
million, of which $0.1 million was a non-cash intangible asset
write-off.

"Our product partners in the specialty bed area did not have
offerings that would allow us to be a significant or national
player in the bed marketplace. Accordingly, we are refocusing our
attention and assets where we see more significant growth, and
where we believe we can bring significant nationwide value added
services to the healthcare arena."

Net income for the second quarter was down $0.1 million due to the
expenses related to exiting the specialty bed market. Net income
was $3.9 million for the first six months of 2003, representing a
15.1% or $0.5 million increase from the net income of $3.4 million
for the same period of 2002. The increase resulted from revenue
growth combined with a reduction in interest expense and a higher
gross margin on the sales of supplies and equipment.

Net cash provided by operating activities grew by 10.7% to $20.7
million. Strong net income performance, depreciation and deferred
taxes offset the increased working capital usage.

Earnings before interest, taxes, depreciation and amortization
(EBITDA) for the first six months was $32.9 million versus $30.7
million for the prior year, a $2.2 million or 7.0% increase.

EBITDA is not intended to represent an alternative to operating
income or cash flows from operating, financing or investing
activities (as determined in accordance with generally accepted
accounting principles (GAAP)) as a measure of performance, and is
not representative of funds available for discretionary use due to
the Company's financing obligations. EBITDA, as defined by the
Company, may not be calculated consistently among other companies
applying similar reporting measures. EBITDA is included herein
because it is a widely accepted financial indicator used by
certain investors and financial analysts to assess and compare
companies and is an integral part of the Company's debt covenant
calculations. Management believes that EBITDA provides an
important perspective on the Company's ability to service its
long-term obligations, the Company's ability to fund continuing
growth, and the Company's ability to continue as a going concern.

At June 30, 2003, Universal Hospital's June 30, 2003 balance sheet
shows a total shareholders' equity deficit of about $52 million.

Based in Bloomington, Minnesota, Universal Hospital Services is a
leading nationwide provider of medical technology outsourcing and
services to more than 5,900 acute care hospitals and alternate
site providers and major medical equipment manufacturers. Our
services fall into three general categories: Medical Equipment
Outsourcing, Technical and Professional Services, and Medical
Equipment Sales and Remarketing. We provide a comprehensive range
of support services, including equipment delivery, training,
technical and educational support, inspection, maintenance and
complete documentation. Universal Hospital Services currently
operates through 67 district offices and 13 regional service
centers, serving customers in all 50 states and the District of
Columbia.


USG CORP: Second Quarter 2003 Net Sales Slide-Up to $914 Million
----------------------------------------------------------------
USG Corporation (NYSE: USG), a leading building products company,
reported second quarter net sales of $914 million and net earnings
of $31 million. Net sales increased $29 million while net earnings
declined $17 million compared with the second quarter of last
year. While sales increased, profitability was hurt by higher
costs related to energy, raw materials, employee benefits and
insurance premiums.

"We continued to grow and strengthen our core businesses during
the quarter by focusing on customer service, operating
efficiencies and selective growth opportunities," said USG
Corporation Chairman, CEO and President William C. Foote. "These
improvements were not fully reflected in our bottom line, though,
due to higher cost factors, especially the rise in natural gas
prices. These cost pressures are likely to continue in the near
term, and the corporation is focusing on ways to offset them."

Net sales for the first six months of 2003 were $1,776 million
versus net sales of $1,714 million for the same period in 2002.
USG reported net earnings of $37 million for the first six months
of this year compared with a net loss of $22 million for the same
period last year.

Results in both six-month periods included charges related to
adoption of new accounting standards. Net earnings for the current
six months include a noncash, after-tax charge of $16 million
related to the adoption of SFAS No. 143, "Accounting for Asset
Retirement Obligations." Included in the six months results of
2002 was a noncash, nontaxable charge of $96 million related to
the adoption of SFAS No. 142, "Goodwill and Other Intangible
Assets." Earnings before the cumulative effect of these accounting
changes were $53 million for the first half of 2003 and $74
million for the first half of 2002.

Diluted earnings per share for the first six months of 2003 were
$0.86 compared to a diluted loss per share of $0.52 for the first
six months of 2002. Diluted earnings per share for the first six
months of 2003 and 2002, before the cumulative effect of the
aforementioned accounting changes, were $1.24 and $1.71,
respectively.

For many years, USG has actively supported proposals for federal
legislation addressing asbestos personal injury claims. On July
10, 2003, the Judiciary Committee of the United States Senate
narrowly approved the Fairness in Asbestos Injury Resolution Act
of 2003 (Senate Bill 1125, the "FAIR Act"), which is intended to
establish a nationally administered trust to compensate asbestos
personal injury claimants. Commenting on the proposed legislation,
Foote said, "USG remains supportive of the efforts of Senator
Orrin Hatch and his Republican and Democratic colleagues to enact
asbestos litigation reform legislation in this session of
Congress. The FAIR Act is a work in progress and we are hopeful
that Congress will find a solution that is fair to those people
who are truly suffering from an asbestos-related disease, as well
as the many employees, retirees, shareholders and others who
continue to be harmed under the current system." With the
legislative process still underway, it is unclear whether or when
national legislation will be enacted or how the terms of such
legislation might affect USG.

                    North American Gypsum

USG's North American gypsum business recorded net sales of $566
million and operating profit of $47 million. Net sales increased
by $15 million while operating profit declined $34 million
compared to the second quarter of 2002. The decline in
profitability was primarily due to higher manufacturing and other
costs.

United States Gypsum Company ("U.S. Gypsum") recorded second
quarter 2003 net sales of $512 million and operating profit of $36
million, an increase of $9 million and a decline of $32 million,
respectively, compared with the second quarter of 2002. Most of
the decline in U.S. Gypsum's operating profit came from higher
manufacturing costs and lower realized prices for the company's
SHEETROCK Brand gypsum wallboard. The increased cost of production
was primarily due to higher natural gas and waste paper prices.
Market prices for natural gas were up nearly 60 percent in the
second quarter of 2003 versus the same period in 2002.

U.S. Gypsum's nationwide average realized price of wallboard was
$100.47 per thousand square feet during the second quarter
compared to $102.13 in the second quarter of last year. Shipments
of U.S. Gypsum's SHEETROCK(R) Brand gypsum wallboard remained
strong in the second quarter, totaling 2.6 billion square feet,
which was the same level of shipments as in the second quarter
last year.

During the second quarter, U.S. Gypsum continued to grow sales of
its complementary products and achieved record second quarter
shipments of SHEETROCK(R) Brand joint compounds, DUROCKr Brand
cement board products and FIBEROCK(R) Brand gypsum fiber panels.
Despite this growth, profitability of complementary products in
the second quarter declined versus last year's second quarter
primarily due to higher material costs.

The gypsum division of Canada-based CGC Inc. reported second
quarter 2003 net sales of $62 million and operating profit of $7
million. Sales increased by $6 million, while operating profit
remained at the same level as the prior year. Almost all of the
improvement in sales was due to the strengthening of the Canadian
dollar versus the U.S. dollar. The favorable currency impact on
profitability was offset by higher operating costs.

                       Worldwide Ceilings

USG's worldwide ceilings business reported second quarter net
sales of $154 million and operating profit of $9 million. Sales
and operating profit declined $4 million and $2 million,
respectively, compared to the second quarter of 2002. The decline
in sales was primarily the result of continued lower levels of
demand for commercial ceiling products. Reflecting those
conditions, second quarter 2003 net sales for USG's domestic
ceilings business, USG Interiors, declined by $3 million while net
sales for USG International were down $2 million, compared to the
second quarter of 2002. Sales at the ceilings division of CGC Inc.
increased by $1 million in the quarter.

USG Interiors reported an operating profit of $7 million compared
with $11 million in the second quarter of 2002. The decline in
profitability was largely due to lower shipments, an increase in
the cost of steel and higher energy costs. While those cost
increases have been partially offset by higher selling prices and
improved operating efficiencies, margins remain under pressure.

USG International reported an operating profit of $1 million,
compared to an operating loss of $2 million in last year's second
quarter. Despite lower sales in the quarter, profitability
improved due to steps the company took to downsize its European
ceilings business in the fourth quarter of last year. The ceilings
division of CGC Inc. reported an operating profit of $1 million
compared to $2 million in last year's second quarter. Increased
manufacturing costs more than offset the benefit of the stronger
Canadian dollar.

                 Building Products Distribution

L&W Supply, USG's building products distribution business,
reported second quarter 2003 net sales of $325 million and
operating profit of $16 million. Sales and operating profit
increased $19 million and $3 million, respectively, over the
second quarter of 2002. The higher sales and profit primarily
reflect increased shipments of gypsum wallboard, improved
operating efficiencies and increased sales of complementary
building products, primarily drywall metal, joint treatment,
ceiling products and roofing. L&W's wallboard shipments set a
quarterly record for the company.

L&W operates 183 locations in the U.S. that distribute a variety
of gypsum and ceilings products, as well as related building
materials.

                 Other Consolidated Information

Second quarter 2003 selling and administrative expenses of $81
million increased by $1 million versus the second quarter of 2002.
Selling and administrative expenses as a percent of net sales were
9 percent, the same level as in last year's second quarter.

Interest expense of $2 million was incurred in the second quarter
of 2003, the same level as the same period a year ago. Under AICPA
Statement of Position 90-7 ("SOP 90-7"), "Financial Reporting by
Entities in Reorganization Under the Bankruptcy Code," virtually
all of USG's outstanding debt is classified as liabilities subject
to compromise, and interest expense on this debt is not accrued or
recorded. Contractual interest expense not accrued or recorded on
pre-petition debt totaled $18 million in the second quarter of
2003 and $36 million during the first half of the year.

USG incurred Chapter 11 reorganization expenses of $3 million in
the second quarter of 2003. This consisted of $5 million in legal
and financial advisory fees, partially offset by $2 million in
interest income. Under SOP 90-7, interest income on cash held by
entities in bankruptcy is offset against Chapter 11 reorganization
expenses.

As of June 30, 2003, USG had $788 million of cash, cash
equivalents, restricted cash and marketable securities on a
consolidated basis, compared to $768 million as of March 31, 2003.
Capital expenditures in the second quarter of 2003 were $19
million compared with $23 million in the corresponding 2002
period. For the first six months of 2003, capital expenditures
were $36 million versus $38 million in the first six months of
2002.

In June, USG elected to terminate its $100 million debtor-in-
possession financing facility, which was used largely for the
issuance of standby letters of credit needed to support business
operations. It was replaced with a three-year, $100 million credit
agreement with LaSalle Bank that is used exclusively for
supporting the issuance of standby letters of credit. As of June
30, 2003, $21 million in cash collateral was posted to back up
outstanding letters of credit, and this amount is reported as
restricted cash on the consolidated balance sheet. About $16
million of the cash collateral is expected to be released during
the third quarter of 2003.

                    Chapter 11 Reorganization

On June 25, 2001, USG Corporation and 10 of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware. This action was taken to
resolve asbestos-related claims in a fair and equitable manner, to
protect the long-term value of USG's businesses, to maintain their
leadership positions in their markets and to protect the interests
of USG's stakeholders. The Chapter 11 cases have been consolidated
for purposes of joint administration as In re: USG Corporation et
al. (case no. 01-2094).

On February 19, a federal judge in USG's case issued a Memorandum
Opinion and Order setting forth a procedure for estimating
liability for asbestos personal injury claims alleging cancer.
Pursuant to the Order, on March 21, 2003, the Debtors submitted a
proposed timetable for a bar date for cancer claims, a proposed
proof of claim form, and a plan for providing notice of the bar
date. At this time, the court has not issued an order regarding
the Debtors' proposals or set a date for a hearing on estimation
of the Debtors' asbestos personal injury claims.

USG Corporation is a Fortune 500 company with subsidiaries that
are market leaders in their key product groups: gypsum wallboard,
joint compound and related gypsum products: cement board; gypsum
fiber panels; ceiling panels and grid; and building products
distribution.


VANDERVEER ESTATES: 2,496-Apartment Auction Today in E.D.N.Y.
-------------------------------------------------------------
Pursuant to the terms of the First Amended Plan of Reorganization
for Vanderveer Estates Holding, LLC, proposed by VE Apartments and
the Official Committee of Unsecured Creditors, the Debtor is
selling substantially all of its assets consisting of 2,496
apartment units in 59 buildings.  The sale is subject to higher
and better offers.

The proponents are soliciting higher and better offers by
convening an auction sale today at 10:30 a.m. at the United States
Bankruptcy Court for the Eastern District of New York, 75 Clinton
Street, Brooklyn, New York, in Courtroom 415.  The Honorable Carla
E. Craig will preside.

A hearing to consider confirmation of the Plan is set
contemporaneously with the Auction Sale, at which time the
Proponents will request that the Court enter an order confirming
the Plan and the sale of the Assets to the highest and best
bidder.

Vanderveer Estates Holding LLC filed for Chapter 11 protection on
August 8, 2001, (Bankr. E.D.N.Y. Case No. 01-20348). Mark A.
Frankel, Esq., at Backenroth Frankel & Krinsky LLP represents the
Debtor.


VERITAS SOFTWARE: S&P Rates $500MM Convertible Sub. Notes at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' subordinated
debt rating to VERITAS Software Corp.'s $500 million 0.25%
convertible subordinated notes due 2013. At the same time,
Standard & Poor's affirmed its 'BB' corporate credit rating.
Proceeds from this issue will be primarily used to redeem
existing debt. The outlook is positive.

Mountain View, California-based VERITAS competes in the storage
management software market, with revenues in 2002 of $1.5 billion.
It has about $500 million of debt outstanding but no near-term
debt maturities.

"Product introductions and strategic alliances with key original
equipment manufacturers and system integrators should enhance
growth prospects," said Standard & Poor's credit analyst Philip
Schrank. But he added, "Although VERITAS has developed a
leadership position in its niche, it faces technology risks,
threats from entrenched competitors, a currently weak IT spending
environment, and the challenges of integrating ongoing
acquisitions."

While profitability and cash flow measures are solid, with
operating margins in the low 20% area, VERITAS' growth strategy
does inject a degree of uncertainty around future financial
performance.


WALTER INDUSTRIES: Reports $27 Million Net Loss for 2nd Quarter
---------------------------------------------------------------
Walter Industries, Inc. (NYSE: WLT) reported results for the
second quarter of 2003. Income from continuing operations was
$20.2 million for the second quarter ended June 30, 2003 compared
to $22.8 million for the year-ago period.

Income before special items and the discontinued AIMCOR operations
was $6.9 million, at the high end of the Company's earnings
guidance. This compares to income of $22.8 million in the second
quarter of last year.

The second-quarter 2003 income from continuing operations includes
the following special items:

* The favorable resolution of an IRS tax matter related to tax
  returns in fiscal years 1995 and 1996, resulting in an increase
  to earnings from continuing operations of $21.4 million, net of
  tax.

* The previously announced pre-tax charges at U.S. Pipe of $6.5
  million related to litigation matters and $5.9 million for
  ceasing manufacturing operations at its castings plant in
  Anniston, Alabama, resulting in an after-tax charge of $0.19 per
  diluted share.

The Company reported a net loss for the second quarter of $27.1
million or $0.61 per diluted share, which includes the $0.46 per
diluted share of income from continuing operations and a loss from
discontinued AIMCOR operations of $1.07 per diluted share. The
AIMCOR loss primarily consists of a charge to write off the
remaining goodwill and an estimated loss on disposal.

The Financing segment and JW Aluminum had strong performances,
while the Homebuilding segment posted strong growth in completions
and average sales price. Meanwhile, higher scrap iron and natural
gas costs, combined with the impact of lower prices from an
industrywide price war, negatively impacted second-quarter
operating income at U.S. Pipe. And at Jim Walter Resources,
unfavorable geologic conditions and a delayed longwall move
reduced coal production.

"The Company has made significant progress on several fronts in
recent months, including resolution of a major tax issue and the
probable divestiture of AIMCOR," said Chairman and Chief Executive
Officer Don DeFosset. "We are pleased to be getting a number of
issues behind us while we focus on growing our core businesses and
improving their performance in the second half of the year."

Net sales and revenues in the second quarter were flat versus the
year-ago period. Revenues grew by a strong 11% in the Homebuilding
segment, a result of a 6% increase in home completions and
increases in average home selling prices. The gains by
Homebuilding were offset by lower revenue in the pipe business.

Earnings before senior debt interest, taxes, depreciation,
amortization, non-cash post-retirement health benefits and non-
cash restructuring charges totaled $23.9 million during the second
quarter, compared with $56.4 million in the prior-year period. Net
sales and revenues and EBITDA exclude the discontinued operations
of AIMCOR.

               Second-Quarter Results By Operating Segment
          (Pro Forma From Continuing Operations Excluding Impact
                            of Special Items)

The Homebuilding segment reported second-quarter revenues of $75.0
million, up $7.4 million or 11% from the year-ago period.
Homebuilding completed 1,145 homes during the second quarter at an
average net selling price of $65,125, compared with 1,081 homes at
an average price of $62,267 for the same period the previous year.
The higher average sales price reflects the Company's ongoing
strategy to market and sell larger homes with more amenities.
Excluding its modular business, the Company completed 976 homes in
the quarter, compared to 886 in the year-ago period. The modular
business completed 169 homes in the current quarter, 26 fewer than
the year-ago period, principally due to poor weather and economic
conditions in the Carolinas. Operating income for the segment was
$2.9 million in the second quarter, down $1.1 million from the
prior-year period. This decline reflects expenses related to
significant investments in a major advertising campaign, a sales
force reorganization and installation of a new enterprise
information system during the quarter.

The Financing segment reported quarterly revenues of $59.9 million
compared with $60.6 million in the year-ago period. Operating
income totaled $14.1 million, up 4% from a year ago. The profit
improvement was primarily due to lower interest expense and higher
prepayment income versus the year-ago period. Delinquencies (the
percentage of amounts outstanding over 30 days past due) improved
to 6.57% in the second quarter, compared to 6.82% in the first
quarter of 2003 and 6.75% in the second quarter of 2002.

The Industrial Products segment posted $184.7 million in revenues
during the second quarter, compared to $192.4 million in the year-
earlier period. Operating income for the segment excluding
restructuring charges and litigation expense was $5.5 million,
compared to $16.2 million in the prior- year period. U.S. Pipe's
results were negatively impacted by higher scrap iron and natural
gas costs, along with lower prices that resulted from an industry
price war. U.S. Pipe's average price for pipe in the second
quarter of 2003 was 5.3% below prices of the year-ago period.
Recent price increases took effect for shipments beginning in mid-
June, which will improve second-half profitability. In addition,
U.S. Pipe has instituted an additional price increase scheduled to
take effect for shipments beginning in October. JW Aluminum's
strong performance continued as it increased second-quarter
operating income by 6% over the prior-year period.

In the Natural Resources segment, revenues were flat versus the
prior-year period, while the segment incurred an operating loss of
$0.9 million in the quarter, down $11.6 million versus a year ago.
This decline was due to the impact of adverse geologic conditions
in Mine No. 7, which resulted in 11 days of lost longwall
production. In addition, a scheduled longwall move in Mine No. 5
took longer than expected, resulting in 18 additional lost days of
production in the quarter. Partially offsetting these negatives,
the natural gas operation posted increased revenue and operating
income, due to higher prices.

Jim Walter Resources sold 1.7 million tons of coal at an average
price of $35.58 per ton in the second quarter, compared to 1.6
million tons at $36.27 per ton in the prior year's quarter. The
natural gas operation sold 2.2 billion cubic feet of gas in the
second quarter at an average price of $4.49 per thousand cubic
feet, compared to 2.4 billion cubic feet at $3.11 per thousand
cubic feet in the prior-year quarter.

Net income for the discontinued AIMCOR operations was down $1.0
million versus the year-ago period, principally due to costs
associated with repairing a furnace at its Bridgeport, Alabama
ferrosilicon production facility.

                           Outlook

Based on current internal business forecasts and anticipated
market conditions, Walter Industries expects to generate 2003
third-quarter earnings from continuing operations in the range of
$0.35 to $0.42 per diluted share, while full-year guidance is
$1.30 to $1.40. Both earnings estimates exclude special items from
the first half of the year, as well as AIMCOR, now classified as a
discontinued operation.

Walter Industries, Inc. (S&P, BB Corporate Credit Rating, Stable)
is a diversified company with five principal operating businesses
and annual revenues of $1.9 billion. The Company is a leader in
homebuilding, home financing, water transmission products, energy
services and specialty aluminum products. Based in Tampa, Florida,
the Company employs approximately 6,300. For additional news on
the Company or investor information, please contact Joe Troy,
Senior Vice President of Financial Services of Walter Industries
at (813) 871-4404 or visit the corporate Web site.


WESTPOINT STEVENS: Court Approves Interim Compensation Protocol
---------------------------------------------------------------
WestPoint Stevens Inc., and its debtor-affiliates obtained Court
approval of their proposed interim professionals' compensation
procedures, structure as:

    A. On or before the 20th day of each month following the month
       for which compensation is sought, each Professional seeking
       compensation, other than a Professional retained as an
       Ordinary Course Professional who is not seeking payment in
       excess of the monthly cap provided in the order approving
       the Ordinary Course Professionals' Application, will serve
       a monthly statement, by hand or overnight delivery, on:

         (i) WestPoint Stevens Inc., 507 West Tenth Street, West
             Point, Georgia 31833 (Attn: M. Clayton Humphries,
             Jr., Esq.);

        (ii) Weil, Gotshal & Manges, LLP, 767 Fifth Avenue, New
             York, New York 10153, (Attn: Kathryn L. Turner,
             Esq.), as attorneys for the Debtors;

       (iii) Office of the United States Trustee for the Southern
             District of New York, 33 Whitehall Street, 21st
             Floor, New York, New York 10004 (Attn: Brian
             Masumoto, Esq.);

        (iv) Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street,
             New York, New York 10019 (Attn: Richard D. Feintuch,
             Esq.), and Kramer, Levin, Naftalis, and Frankel, LLP,
             919 Third Avenue, New York, New York 10022 (Attn:
             Thomas M. Mayer, Esq.) as attorneys for the Senior
             Lenders;

         (v) Parker, Hudson, Rainer & Dobbs, 1500 Marquis Two
             Tower, 285 Peachtree Center Avenue, N.E., Atlanta, GA
             30303C. (Attn: C. Edward Dobbs, Esq.) as attorneys
             for the Post-petition Lenders; and

        (vi) counsel to any statutory committees once appointed.

    B. The monthly statement need not be filed with the Court and
       a courtesy copy need not be delivered to the presiding
       Judge's Chambers because this Motion is not intended to
       alter the fee application requirements outlined in Sections
       330 and 331 of the Bankruptcy Code and because
       Professionals are still required to serve and file interim
       and final applications for approval of fees and expenses in
       accordance with the relevant provisions of the Bankruptcy
       Code, the Federal Rules of Bankruptcy Procedure and the
       Local Rules for the United States Bankruptcy Court for the
       Southern District of New York.

    C. Each monthly statement must contain a list of the
       individuals and their respective titles who provided
       services during the statement period, their respective
       billing rates, the aggregate hours spent by each
       individual, a reasonably detailed breakdown of the
       disbursements incurred, and contemporaneously maintained
       time entries for each individual in increments of 1/10 of
       an hour.

    D. Each person receiving a monthly statement will have at
       least 10 days after service to review such monthly
       statement and, in the event that he or she has an objection
       to the compensation or reimbursement sought in a particular
       statement, he or she will, by no later than the 30th day
       following the month for which compensation is sought, serve
       on the Professional whose monthly statement is objected to,
       and the other persons designated to receive statements, a
       written "Notice of Objection to Fee Statement," setting
       forth the nature of the objection and the amount of fees or
       expenses at issue.

    E. At the expiration of the 30-day period, the Debtors will
       promptly pay 80% of the fees and 100% of the expenses
       identified in each monthly statement to which no objection
       has been served.

    F. If the Debtors receive a Notice of Objection to Fee
       Statement, they will withhold payment of that portion of
       the monthly statement to which the objection is directed
       and promptly pay the remainder of the fees and
       disbursements.

    G. If the parties to an objection are able to resolve their
       dispute following the service of a Notice of Objection to
       Fee Statement, and if the party to whose monthly statement
       was objected serves on all of the parties a statement
       indicating that the objection is withdrawn and describing
       in detail the terms of the resolution, then the Debtors
       will promptly pay that portion of the monthly statement
       that is no longer subject to an objection.

    H. All objections that are not resolved by the parties will
       be preserved and presented to the Court at the next interim
       or final fee application hearing to be heard by the Court.

    I. The service of a Notice of Objection to Fee Statement will
       not prejudice the objecting party's right to object to any
       interim or final fee application made to the Court in
       accordance with the Bankruptcy Code on any ground, whether
       raised in the objection to the monthly statement or not.
       Furthermore, the decision by any party not to object to a
       monthly statement will not be a waiver of any kind or
       prejudice that party's right to object to any fee
       application subsequently made to the Court in accordance
       with the Bankruptcy Code.

    J. Every 120 days, but no more than every 150 days, each of
       the Professionals will serve and file with the Court an
       application for interim or final Court approval and
       allowance, pursuant to Sections 330 and 331 of the
       Bankruptcy Code of the compensation and reimbursement of
       expenses requested.

    K. The pendency of an application or a Court order that
       payment of compensation or reimbursement of expenses was
       improper as to a particular monthly statement will not
       disqualify a Professional from the future payment of
       compensation or reimbursement of expenses, unless otherwise
       ordered by the Court.

    L. Neither the payment of, nor the failure to pay, in whole or
       in part, monthly compensation and reimbursement will have
       any effect on this Court's interim or final allowance of
       compensation and reimbursement of expenses of any
       Professionals.

The Court also approved the Debtors' request to limit the notice
of hearing to consider interim applications to:

      (i) the Office of the United States Trustee;

     (ii) counsel to any Committees;

    (iii) the attorneys for the Debtors' Senior Lenders;

     (iv) the attorneys for the Debtors' Postpetition Lenders;

      (v) all parties who have filed a notice of appearance with
          the Clerk of this Court and requested such notice; and

     (vi) all parties who have filed interim applications to be
          considered at the hearing.

This notice will apprise the parties most active in these cases
and will save the expense of undue duplication and mailing.
(WestPoint Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WILLIAMS: Settles Issues with Futures Trading Regulatory Body
-------------------------------------------------------------
Williams (NYSE: WMB) and its subsidiary, Williams Energy Marketing
& Trading Company, have reached a settlement with the Commodity
Futures Trading Commission on a previously disclosed matter
regarding the inaccurate reporting of natural gas trading
information to energy industry publications that compile and
report index prices.

The CFTC filed and simultaneously approved an order settling an
administrative action against Williams, which will pay a civil
penalty of $20 million.

"As a company, we have to take ownership for our successes and our
failures," said Steve Malcolm, chairman, president and chief
executive officer.  "Our expectation for all employees is to
always do the right thing, to always preserve their own honesty
and integrity as well as the company's. Settlements allow
companies to move forward, but we expect more from ourselves."

In the settlement, the company neither admitted nor denied the
findings in the CFTC's order.

Williams on Oct. 25, 2002, disclosed that its independent,
internal review of its trading activities revealed that a few non-
managerial employees had engaged in inaccurate reporting of
natural gas trades.  The company voluntarily reported these
findings to the CFTC and other relevant federal agencies
immediately.  The company placed the employees identified on
administrative leave and subsequently terminated their employment
as a result of reductions in force.

The company's continued cooperation with investigations into the
matter of natural gas trading-activity reporting includes full
cooperation related to the activities of these former employees.

On July 23, the Federal Energy Regulatory Commission ruled that
Williams was among companies that had sufficiently corrected
procedures for reporting natural gas trading information.

Williams in October 2002 ceased providing data about its trades to
industry publications.  Williams is working to substantially
eliminate the role marketing and trading plays in its business.

Williams, through its subsidiaries, primarily finds, produces,
gathers, processes and transports natural gas.  Williams' gas
wells, pipelines and midstream facilities are concentrated in the
Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard.  More
information is available at http://www.williams.com

As reported in Troubled Company Reporter's May 27, 2003 Edition,
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit rating on energy company The Williams Cos. Inc.
Ratings on Williams and its subsidiaries were removed from
CreditWatch with negative implications, where they were placed
July 23, 2002. The outlook is negative.

In addition, Standard & Poor's raised its rating on Williams'
senior unsecured debt to 'B+' from 'B' Standard & Poor's also
assigned its 'B-' rating to $300 million junior subordinated
convertible debentures at Williams. The rating on the junior
debentures is two notches below the corporate credit rating to
reflect structural subordination to the senior debt.

Tulsa, Oklahoma-based Williams has about $13 billion in
outstanding debt.


WINN-DIXIE: Names Alfred J. Ottolino Vice President of Pharmacy
---------------------------------------------------------------
Winn-Dixie Stores, Inc. (NYSE: WIN) announced Alfred J. Ottolino
as Vice President of Pharmacy.  Senior Vice President of Supply
Chain and Merchandising Dick Judd made the announcement.  Ottolino
will report directly to Judd.

In his new position, Ottolino will be responsible for overall
coordination and management of the company's pharmacy operations
including strategic planning, team management development,
inventory control, and negotiation and development of third-party
relationships and professional services.

Ottolino comes to Winn-Dixie from Wakefern Food Corporation/Shop
Rite where he was Pharmacy Division Vice President, responsible
for strategic planning, procurement, formulary management, third-
party administration, marketing and advertising.  Previously, he
had spent seven years at Dominick's Finer Foods, where he started
as a pharmacy manager and left as Director of Pharmacy.

Ottolino graduated from the University of Illinois at Chicago,
College of Pharmacy with a Pharm.D. and earned an MBA at the
University of Chicago, Graduate School of Business.  He is
currently a Faculty-Teaching Associate at Rutgers University
College of Pharmacy; a Pharmacy Planning Committee member of the
Food Marketing Institute; and a member of the Illinois Pharmacist
Association.  He has served as a Faculty-Teaching Associate at the
University of Illinois at Chicago, College of Pharmacy; and as
President and Vice President of the University of Illinois at
Chicago, College of Pharmacy Alumni Association.

"Fred's far-reaching experience in every aspect of the pharmacy
field will be a major asset for Winn-Dixie," said Judd.  "With his
leadership and direction, we look forward to growing our pharmacy
operations through superior customer care."

Winn-Dixie Stores, Inc. (NYSE: WIN) is one of the largest food
retailers in the nation and ranks 149 on the FORTUNE 500 (R) list.
Founded in 1925, the company is headquartered in Jacksonville, FL
and operates 1,073 stores in 12 states and the Bahamas.  Frank
Lazaran is President and Chief Executive Officer.  For more
information, visit http://www.winn-dixie.com

As reported in Troubled Company Reporter's June 18, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Winn-Dixie Stores Inc. to 'BB+' from 'BBB-' and its bank
loan rating for the company to 'BBB-' from 'BBB'. The downgrade
was based on disappointing sales and cash flow, which is hindering
expected improvement in operating and credit measures. The 'BB+'
senior unsecured rating is affirmed. The outlook is negative.

The senior unsecured rating, now rated the same as the corporate
credit rating, was rated one notch below it to reflect a
substantial amount of secured bank borrowings. Since the bank term
loan is paid off and revolving credit borrowings are expected to
be minimal, Standard & Poor's no longer believes senior unsecured
debt is disadvantaged in the capital structure. The Jacksonville,
Florida-based company had $337 million in funded debt as of
April 2, 2003.


WORLDCOM: MCI Launches Vigorous Review of Competitors' Claims
-------------------------------------------------------------
MCI (WCOEQ, MCWEQ) announced the appointment of Washington D.C.
law firm Gibson, Dunn & Crutcher LLP to lead a review regarding
competitor claims surrounding the company's handling of call
routing and access fees.  Gibson, Dunn & Crutcher LLP is a
nationally prominent firm with expertise in complex corporate,
litigation and government investigation matters.  MCI is committed
to providing all necessary company resources and its full
cooperation to the review.

Responding to recent media reports Jerry Edgerton, MCI senior vice
president of Government Markets said:

"It is important to emphasize that we are confident that all U.S.
government secure calls on MCI networks have been handled
properly.  Contrary to some of our competitors' implications,
secure government traffic travels over MCI's network with a
dedicated connection and encryption, not through gateways.
National security has not been compromised through our secure
network."

Commenting on the use of Least Cost Routing, Fred Briggs, MCI
president of Operations & Technology said:

"MCI routes approximately 8 percent of its traffic to Least Cost
Routing companies.   These are companies that have existed in the
industry for more than a decade.  They provide long-distance and
competitive local exchange carriers a legitimate alternative to
terminate traffic and reduce access fees. MCI is reviewing its LCR
relationships as part of its internal review."

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: Group Calls MCI "Hypocrite" about Protecting Workers
--------------------------------------------------------------
The 20,000-member Gray Panthers called on Judge Gonzalez to force
WorldCom/MCI to honor its pension responsibilities in the event
that the company is permitted to emerge from bankruptcy. The
latest attempt by WorldCom/MCI to "play by its own self-serving
rules" shows that the company is engaging in "the most blatant
hypocrisy imaginable" when it lambastes any and all critics as
posing a mortal danger to the 55,000 WorldCom/MCI employees,
according to the Gray Panthers.

Gray Panthers Corporate Accountability Project Director Will
Thomas said: "WorldCom/MCI says it has to be allowed to emerge
from bankruptcy to protect the livelihoods of its current
employees, but at the same time it won't commit to pay them the
pensions they have coming to them. Once again we see that
Capellas' talk about changing the culture at WorldCom is just that
-- talk. It's the same old WorldCom."

Thomas added: "WorldCom/MCI is a company that will say anything,
do anything and bulldoze anyone to get what it wants. Not
satisfied with decimating employees' 401(k)s, WorldCom is
undermining their pensions, too.

A company like that cannot be trusted and, as a result, the judge
in the bankruptcy proceeding should protect the workers' pensions
by requiring full funding before WorldCom/MCI can be permitted to
emerge from bankruptcy."

The revelation that WorldCom/MCI is seeking to shirk its duties to
pay pensions to employees emerged at roughly the same time as it
was revealed that the U.S. Justice Department is investigating the
company for another possibly illegal $1 billion scheme to avoid
payments to competitors.

               GRAY PANTHERS AND THE WORLDCOM ISSUE

The Gray Panthers have been active since the fall of 2002 in
urging Congress and federal agencies not to let WorldCom/MCI get
away with a "slap on the wrist" for the largest accounting scandal
in U.S. history. On October 30, 2002, the Gray Panthers joined the
Communications Workers of America, National Consumers League,
Labor Council for Latin American Advancement, the National Black
Chamber of Commerce and other major groups in urging the U.S.
General Services Administration "to suspend WorldCom from bidding
on future federal contracts."

The Gray Panthers issued a February 27, 2003 letter urging U.S.
Securities and Exchange Commission Chairman William H. Donaldson
to reverse the "wrong signal" sent by former SEC Chairman Harvey
Pitt when WorldCom was let off the hook with no fine, unlike
heavily penalized "corporations committing far less egregious
malfeasance" such as Xerox, Arthur Andersen and Dynergy. The
Donaldson letter appeared shortly after the Gray Panthers
protested the February 24th appearance of WorldCom CEO Michael
Capellas as a featured speaker during the winter meeting of the
National Association of Regulatory Utility Commissioners in
Washington, D.C.

In a May 5, 2003 advertisement in Roll Call, the Gray Panthers
noted that WorldCom/MCI is attempting to influence the legislative
and regulatory process before it has emerged from bankruptcy by
making campaign contributions to nine members of the U.S. House
and Senate. That same week, Gray Panthers sent a letter of all
U.S. House and Senate offices urging federal elected officials "to
publicly pledge to hold WorldCom/MCI accountable for committing
the largest corporate fraud in U.S. history and debar them from
doing business with the federal government."

To illustrate in graphic terms the case for barring scandal-
plagued WorldCom/MCI from future federal contracts, the Gray
Panthers launched on June 25, 2003 a "countdown clock" showing
exactly how many taxpayer dollars are being spent every second
($26.12) to keep WorldCom/MCI afloat. The clock calculations are
based on the over $8,237,982,960 in major running federal
contracts awarded both prior and since bankruptcy till 2012. One
year ago today on June 25, 2002 WorldCom/MCI filed bankruptcy,
announcing the largest accounting fraud scheme in U.S. history.

Last week, the 20,000-member Gray Panthers distributed to all
Capitol Hill offices on Monday an 18-page briefing binder
detailing the epic fraud of WorldCom/MCI and the recent failure of
the Securities and Exchange Commission, the General Services
Administration and others to adequately penalize the firm. In a
letter accompanying the briefing book going to all members of
Congress, Gray Panthers Corporate Accountability Project Director
Will Thomas said: "The record on this matter is clear. The Federal
government should not be in the business of rewarding corporate
criminals. WorldCom/MCI should be debarred, and their outrageous
use of tax loopholes ended. WorldCom's fraud picks seniors'
pockets and steals their futures. First, the value of their
pension funds was damaged when $176 billion dollars in investor
value was wiped out in the largest fraud in American history,
three times larger than Enron's. The company continues to hold the
assets it acquired through fraud, and plans to escape most of its
debt during bankruptcy; this sends the signal that corporate crime
pays, undermining any faith seniors can have in the market to help
secure their retirements going forward."

The Gray Panthers is working with a broad coalition of groups
concerned about corporate accountability. If you would like more
information on how to get involved please email
cap@graypanthers.org

The Gray Panthers is an inter-generational advocacy organization
with over 40,000 activists working together for social and
economic justice. Gray Panthers' issues include universal health
care, jobs with a living wage and the right to organize,
preservation of Social Security, affordable housing, access to
quality education, economic justice, environment, peace, and
challenging ageism, sexism, and racism.


WORLDCOM: Boycott Group Tags Capellas as "Part of the Problem"
--------------------------------------------------------------
In the face of new evidence that MCI/WorldCom Chairman and CEO
Michael Capellas knew three months ago about his company's scheme
to evade up to $1 billion in tariff payments, BoycottMCI.com
Founder Mitch Marcus renewed his call for Capellas to step down
and for the federal government to stop doing business with a
company that "clearly is inextricably bound up in a deep-running
culture of corruption that it has not rooted out."

On Monday, Marcus, a former WorldCom account manager turned
whistleblower who resigned before the company acknowledged its $11
billion accounting scheme, called on Capellas to resign in the
face of reports 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.

In a new statement, Marcus said: "[Mon]day, we had only suspicions
that Capellas was part of or at least countenanced this scheme.
[Tues]day, we have clear evidence that he knew about it for months
as a result of the SBC complaints. Mr. Capellas is now officially
part of the problem at MCI/WorldCom, not part of the solution. I
call on him to resign this week and to allow a new management team
to take charge that is actually intent on making real changes. It
is now clear that Mr. Capellas is not the proverbial new broom
sweeping clean. Instead, he is perpetuating the culture of
corporate corruption that led earlier to the WorldCom accounting
scandal."

According to Marcus, "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?"

Marcus added: "It is now incumbent on the General Services
Administration 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. [Tues]day, we have clear
evidence that makes the case that a company of MCI/WorldCom's low
repute must 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 Approves Stipulation with Lightbridge Inc.
--------------------------------------------------------------
Worldcom Inc., and Lightbridge Inc., sought and obtained approval
of a stipulation to settle Lightbridge's motion to lift stay (to
refuse renewal of On-Net Service Agreement with MCI).  Terms of
the stipulation are:

    1. Setoff: The Debtors agree to lift the automatic stay only
       to the extent necessary and solely to allow Lightbridge to
       setoff $128,636.66 of the Lightbridge Prepetition Debt
       against the Lightbridge Prepetition Claim.  As a result of
       this setoff, Lightbridge's total remaining prepetition
       claim equals $1,881,290.71.

    2. Unsecured Claim: The Unsecured Claim shall be and is an
       allowed, prepetition, non-priority, unsecured claim.  The
       Unsecured Claim will solely be allowed in either the
       WorldCom Wireless, Inc. bankruptcy (Case No. 02-42316) or
       the MCI Wireless, Inc. bankruptcy (Case No. 02-42220).
       Lightbridge, in its sole discretion, will elect whether
       the Unsecured Claim is allowed in either the WorldCom
       Wireless, Inc. or the MCI Wireless, Inc. bankruptcy.  The
       Unsecured Claim may only be allowed in one of these two
       bankruptcy cases and, under no circumstances, may the
       Unsecured Claim be presented in both the WorldCom Wireless,
       Inc. and the MCI Wireless, Inc. bankruptcies.  Lightbridge
       must elect whether to have the Unsecured Claim allowed in
       either the WorldCom Wireless, Inc. bankruptcy or the MCI
       Wireless, Inc. bankruptcy within 60 days after the order
       confirming a plan for each of WorldCom Wireless, Inc. and
       MCI Wireless, Inc. has become final and no longer subject
       to appeal.  The Unsecured Claim is subject to and governed
       by the orders, procedures, laws, and rules applicable to
       the Debtors' Chapter 11 cases.

    3. Lightbridge's Prepetition Claim: Aside from the Setoff
       Amount and Unsecured Claim, Lightbridge has no claim of any
       kind whatsoever related to or arising from the MCI
       Communications Accounts, the original and amended Product
       and Service Agreement, the Lightbridge Motion, and the
       Debtors' Objection against any of the Debtors.  This
       Stipulation and Order does not effect the rights of any
       party relative to the Lightbridge Proof of Claim filed
       against SkyTel Corp. (Case No. 02-42285) amounting to
       $17,677.78.

    4. Lightbridge's Payment: Lightbridge will pay MCI WorldCom
       Communications, Inc. $810,600.34 on or before July 12,
       2003.  This payment, combined with the setoff, will satisfy
       all amounts Lightbridge owed to the Debtors under the MCI
       Communication Accounts as of June 1, 2003, including any
       finance or interest charges.  Lightbridge 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 it to any of the Debtors, and that
       are not captured by the $810,600.34 payment. (Worldcom
       Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  14.5 - 16.5       0.0
Finova Group          7.5%    due 2009  43.5 - 44.5      +0.5
Freeport-McMoran      7.5%    due 2006  102.5 - 103.5     0.0
Global Crossing Hldgs 9.5%    due 2009  4.5 -  5.0       +0.25
Globalstar            11.375% due 2004  3.0 - 3.5        -0.5
Lucent Technologies   6.45%   due 2029  68.25 - 69.25    -0.75
Polaroid Corporation  6.75%   due 2002  11.0 - 12.0       0.0
Westpoint Stevens     7.875%  due 2005  20.0 - 22.0       0.0
Xerox Corporation     8.0%    due 2027  84.0 - 86.0      -1.5

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

                          *********

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 ***