TCR_Public/030801.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, August 1, 2003, Vol. 7, No. 151

                           Headlines

ALDERWOODS: S&P Assigns B+ Credit and BB- Facility Ratings
AMAZON.COM INC: June Quarter Net Loss Cut by Half to $43 Million
AMERCO: Court Approves Beesley Peck as Co-Counsel on Final Basis
AMERICAN PAD & PAPER: Court Confirms Plan of Reorganization
AMERICAN WAGERING: US Trustee Sets Creditors Meeting for Sept. 5

ANALYTICAL SURVEYS: Annual Shareholders' Meeting Set for Aug. 21
ANC RENTAL: Asks Court to Approve Adoption of New Severance Plan
ARMSTRONG WORLD: Chan Galbato Will Step Down as Unit's Pres./CEO
ASIA GLOBAL CROSSING: Chapter 7 Trustee Hires Davis Graber
ATA HOLDINGS: S&P Keeps Junk Ratings on CreditWatch Negative

ATLANTIC COAST: Second Quarter Results Reflect Strong Growth
BEAR STEARNS: Fitch Affirms Low-B Ratings on Six Note Classes
BOYD GAMING: Board Declares Quarterly Dividend Payable on Sept 3
CALL-NET ENTERPRISES: Second Quarter Results Enter Positive Zone
COMMUNITY CHOICE: S&P Knocks Financial Strength Rating Down to R

CONE MILLS: June 29 Working Capital Deficit Narrows to $10 Mill.
CONSECO INC: Wants Blessing to Sever General Indemnity Agreement
CONSTELLATION BRANDS: Completes Convertible Preferred Offering
CONTINENTAL AIRLINES: Selling Portion of Interest in ExpressJet
COX COMMS: June 30 Working Capital Deficit Narrows to $500 Mill.

CWMBS INC: Fitch Takes Rating Actions on Series 1998-21 Notes
DELCO REMY: June 30 Net Capital Deficit Balloons to $422 Million
DELTA AIR LINES: S&P Assigns B Rating to Proposed 10% Sr. Notes
DOANE PET CARE: Reports $3 Million in Net Loss for 2nd Quarter
ENERGY WEST: Credit Agreement Further Extended Until August 29

EPOCH: Fitch Downgrades Note Ratings from Three Transactions
ETHYL CORP: Completes Exchange Offer for 8-7/8% Senior Notes
FEDERAL-MOGUL: Has Until October 1 to Move Actions to Del. Court
FLEMING: Will Present C&S Agreement to Court at August 4 Hearing
FLEMING COMPANIES: Hires Food Partners for Financial Advice

FLEXTRONICS: Commences Convertible Subordinated Debt Offering
GLIMCHER REALTY: Second Quarter Net Loss Stands at $4 Million
GLOBAL CROSSING: Gets Clearance for Centennial Settlement Pact
GMAC COMMERCIAL: Fitch's BB+ Rating Assigned to Class F Notes
GRAPHIC PACKAGING: Amends & Extends Tender Offer for Sr. Notes

HOME PRODUCTS: S&P Cuts Corp. Credit Rating Down a Notch to B
KAISER ALUMINUM: Wants to Appoint Prof. McGovern as Mediator
KISTLER AEROSPACE: Section 341(a) Meeting to Convene on Aug. 26
KMART CORP: Court Enters Final Decree Closing 16 Units' Cases
LEGACY HOTELS: S&P Slashes Senior Unsecured Debt Rating to B+

LIBERTY MEDIA: Look for Q2 Supplemental Fin'l Info. on August 14
LORAL SPACE: Taps Appleby Spurling as Bermuda Insolvency Counsel
MAGELLAN HEALTH: Asks Court to Clear $150M Onex Equity Agreement
MANITOWOC: Weaker-than-Expected Performance Spurs S&P Downgrades
MASSEY ENERGY: Reports Improved Second Quarter Financial Results

MERRILL LYNCH: Fitch Rates Classes B-4 & B-5 Notes at BB+/B+
METALS USA: Preparing to Resell 5.5 Mill. Shares of Common Stock
METRIS MASTER: Fitch Cuts Ratings on $3.6-Bil. Worth of Notes
MICROBEST INC: Ahearn Jasco Steps Down as Independent Auditors
MICROBEST INC: Fails to Comply with SEC Reporting Requirements

MIRANT CORP: Wins Interim Nod to Hire Haynes & Boone as Counsel
NATIONAL WINE: S&P Affirms Credit & Debt Ratings After Review
NEXMED INC: Secures $1.8MM Line of Credit from GE Life Science
NICHOLAS-APPLEGATE: S&P Keeps Watch on Low-B Class D Note Rating
NRG ENERGY: Court Approves PricewaterhouseCoopers as Accountants

OMNOVA SOLUTIONS: Will Cease Heat Transfer Printing Product Line
ON SEMICONDUCTOR: July 4 Net Capital Deficit Widens to $750 Mil.
PAC-WEST TELECOMM: 2nd Quarter Results Show Marked Improvement
PCNET INT'L: Defaults on Obligations Under Plan of Arrangement
PEABODY ENERGY: Shareholders Complete Secondary Public Offering

PETROLEUM GEO-SERVICES: S&P Drops Corporate Credit Rating D
PETROLEUM GEO: Wants to Hire Ordinary Course Professionals
PG&E NATIONAL: Signs-Up Whiteford Taylor as Local Counsel
PILLOWTEX CORP: UNITE Airs Disappointment with Bankruptcy Filing
POLAROID: Cardinale & Maiorelli Ask Court to Set Aside Sale Order

RIVERWOOD INT'L: Majority of Noteholders Consents to Amendments
RMH TELESERVICES: June 30 Working Capital Deficit Widens to $9MM
SI TECHNOLOGIES: Pulls Plug on Grant Thornton's Engagement Pact
SK GLOBAL: Asks Court to Approve BSI Appointment as Claims Agent
SMITHFIELD FOODS: Provides Earnings Expectations for Fiscal Q1

SPIEGEL: Court Approves Watson Wyatt Engagement as Consultant
TERAYON COMMS: Second Quarter Net Loss Burgeons to $13 Million
TEXAS PETROCHEMICALS: Wants to Pay Critical Vendors' Claims
TRITON CDO IV: S&P Lowers & Removes B Class B Rating from Watch
UNIVERSAL ACCESS: Board Approves 1-For-20 Reverse Stock Split

U.S. RESTAURANT: Retires $47.5 Million in Senior Unsecured Notes
USDATA CORP: Inks Pact to Sell All Assets & Debts to Tecnomatix
USEC INC: 2nd Quarter Results Show Improved Business Operations
VINTAGE PETROLEUM: Will Host Q2 2003 Conference Call on August 7
VISHAY: Proposed $450-Mill Sub. Convertible Notes Gets B+ Rating

WABASH NATIONAL: 3.25% Note Offering Increased by $25 Million
WACKENHUT CORRECTIONS: Will Publish 2nd Quarter Results on Aug 7
WELLS FARGO: Fitch Takes Rating Actions to Series 2003-9 Notes
WORLDWIDE WIRELESS: Intends to File for Liquidation of Company
WYNN RESORTS LTD: S&P Junks Subordinated Debentures at CCC+

* J. Edward Houston Joins Hillsboro Group as Chairman and CEO

* BOOK REVIEW: Risk, Uncertainty and Profit

                           *********

ALDERWOODS: S&P Assigns B+ Credit and BB- Facility Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Alderwoods Group Inc. At the same time, Standard
& Poor's assigned its 'BB-' rating to Alderwoods' proposed $325
million senior secured bank facility. The facility comprises a
$275 million senior secured term loan due 2008, and a $50 million
revolving credit facility due 2008. The proceeds from the proposed
term loan are expected to refinance existing company debt,
including debt of its owned subsidiary, Rose Hills.

When the transaction is completed, the rating on Rose Hills
(CCC+/Developing/--) will be withdrawn. The proposed revolving
credit facility is expected to replace the existing facility,
which matures in April 2004.

The outlook on Alderwoods is stable. Total debt outstanding as of
June 14, 2003 was $691 million.

The rating on the secured bank loan is rated one notch above the
corporate credit rating. The facility is secured by all present
and future domestic assets of Alderwoods and its direct and
indirect subsidiaries, including mortgages on certain U.S. funeral
homes and cemetery properties, and by the capital stock of each of
the domestic subsidiaries and 66% of the capital stock of each
first-tier foreign subsidiaries. Standard & Poor's review of the
collateral package in a distressed default scenario suggests
estimated asset values that offer a strong likelihood of full
recovery of bank debt in the event of a default. The factor most
likely to cause a decline in net worth would be the devaluation of
the funeral home and cemetery properties included in the
collateral package.

"The low, speculative-grade ratings on Cincinnati, Ohio-based
Alderwoods Group Inc., the second-largest cemetery and funeral
home operator in North America, reflect its highly leveraged
profile, the uncertain success of the company's implementation of
a new business plan, and its vulnerability to periods of business
weakness," said Standard & Poor's credit analyst David Peknay.
"These factors are mitigated by the relatively favorable
long-term predictability of the funeral home and cemetery
business."

The company's focus on improving operating performance since its
re-emergence from bankruptcy on Jan. 2, 2002, has led it to
identify for disposal a number of underperforming or non-strategic
assets. Its commitment to strengthen its balance sheet is
demonstrated by the company's $77 million reduction in debt in
2003, and $158 million reduction since January 2002, using
proceeds from asset sales and free cash flow. Standard & Poor's
expects Alderwoods to remain committed to a financial policy that
includes the use of asset sales proceeds and free cash flow for
further debt reduction. Still, Standard & Poor's does not expect a
significant decline in its current high leverage, and lease-
adjusted debt to EBITDA should remain near 5x for the next couple
of years.

Alderwoods' attempts to improve its operating performance during a
period of recently weak death rates may not provide meaningful
gains in the near term. Small gains in average revenues per
funeral have been more than offset by larger declines in the total
number of funeral services performed. Nevertheless, favorable
long-term demographics are anticipated to result in improving
demand, which should help the company's operating performance.


AMAZON.COM INC: June Quarter Net Loss Cut by Half to $43 Million
----------------------------------------------------------------
Net sales of Amazon.com, Inc. were $1.10 billion and $806 million
for the three months ended June 30, 2003 and 2002, and $2.18
billion and $1.65 billion for the six months ended June 30, 2003
and 2002, representing increases of 37% and 32%. Net sales for its
North America segment were $703 million and $586 million for the
three months ended June 30, 2003 and 2002, and $1.41 billion and
$1.21 billion for the six months ended June 30, 2003 and 2002,
representing increases of 20% and 17%. Net sales for its
International segment were $397 million and $219 million for the
three months ended June 30, 2003 and 2002, and $776 million and
$445 million for the six months ended June 30, 2003 and 2002,
representing increases of 81% and 74%. Net sales for the three and
six months ended June 30, 2003 benefited by worldwide sales of
over 1.4 million units of the book Harry Potter and the Order of
the Phoenix. Growth in unit sales is greater than growth in net
sales due to lower prices, including as a result of the Company's
free shipping promotions, and to an increasing percentage of units
being sold by third parties for which Amazon.com earns a net
commission. Net sales benefited $55 million in comparison to the
second quarter of 2002, and $106 million in comparison to the six
months ended June 30, 2002, due to changes in foreign exchange
rates as the U.S. Dollar weakened. The future growth of its
International segment may fluctuate significantly with changes in
foreign exchange rates.

Shipping revenue, which consists of outbound shipping charges to
its customers and excludes amounts earned from third-party
sellers, was $80 million and $81 million for the three months
ended June 30, 2003 and 2002, and $158 million and $171 million
for the six months ended June 30, 2003 and 2002. The decline in
shipping revenue in comparison to the prior year periods is
primarily due to the increased acceptance by its customers of the
free shipping offers. The Company provides to its customers free
shipping alternatives worldwide, which reduce shipping revenue as
a percentage of sales and causes its gross margins on retail sales
to decline. The Company views these shipping offers as an
effective marketing tool and intends to continue offering these
alternatives indefinitely.

Gross profit was $274 million and $218 million for the three
months ended June 30, 2003 and 2002, and $545 million and $441
million for the six months ended June 30, 2003 and 2002. Gross
margin was 24.9% and 27.1% for the three months ended June 30,
2003 and 2002, and 24.9% and 26.7% for the six months ended June
30, 2003 and 2002.

Gross profit for the North America segment was $190 million and
$170 million for the three months ended June 30, 2003 and 2002,
and $377 million and $344 million for the six months ended June
30, 2003 and 2002. Gross margin was 27.1% and 29.0% for the North
America segment during the three months ended June 30, 2003 and
2002, and 26.8% and 28.5% for the six months ended June 30, 2003
and 2002.

Gross profit for the International segment was $84 million and $48
million for the three months ended June 30, 2003 and 2002, and
$168 million and $98 million for the six months ended June 30,
2003 and 2002. Gross margin was 21.1% and 21.9% for the
International segment during the three months ended June 30, 2003
and 2002, and 21.6% and 21.9% for the six months ended June 30,
2003 and 2002.

The increases in gross profit in comparison with the prior periods
correspond with increases in unit sales, including those by third-
party sellers, offset by Amazon's year-around free shipping offers
and lower prices for customers. The decline in gross margin in
comparison to the prior year is primarily the result of its year-
round free shipping offers and lower prices for customers,
partially offset by increases in higher-margin sales by third
parties and improvements in vendor pricing. Amazon's overall gross
margins fluctuate based on several factors, including the mix of
sales during the period, sales volumes by third-party sellers,
competitive pricing decisions, changes in vendor pricing, and
general efforts to reduce prices for customers over time, as well
as the extent to which its customers accept the free shipping
offers. Gross profit benefited $12 million in comparison to the
second quarter of 2002, and $23 million in comparison to the six
months ended June 30, 2002, due to changes in foreign exchange
rates as the U.S. Dollar weakened. During the second quarter of
2003, the Company sold approximately 1.4 million copies of Harry
Potter and the Order of the Phoenix at a discount of approximately
40% off list price. Including the effect of related shipping,
these sales were fulfilled at roughly the Company's overall cost,
which had a negative effect on its gross margin.

Sales of products by third-party sellers continue to increase.
Since revenues from these sales are recorded as a net amount, they
result in lower revenues but higher gross margins per unit. To the
extent product sales by third-party sellers continue to increase,
Amazon anticipated improvement in gross margin, offset to the
extent it offers additional or broader price reductions, free
shipping offers, and other promotions.

Shipping activity resulted in a loss of $26 million and a profit
of $2 million for the three months ended June 30, 2003 and 2002.
Shipping activity resulted in a loss of $53 million and a profit
of $1 million for the six months ended June 30, 2003 and 2002. The
loss from shipping primarily reflects the increased acceptance by
its customers of the free shipping offers, offset in part by cost
reductions from efficiencies in its outbound shipping. The Company
continues to measure its shipping results relative to their effect
on the overall financial results, with the viewpoint that free
shipping offers are an effective marketing tool. Amazon intendx to
continue offering these alternatives, which will reduce shipping
revenue as a percentage of sales and negatively affect gross
margins.

Fulfillment costs represent those costs incurred in operating and
staffing its fulfillment and customer service centers, including
costs attributable to receiving, inspecting, and warehousing
inventories; picking, packaging, and preparing customer orders for
shipment; credit card fees and bad debt costs; and responding to
inquiries from customers. Fulfillment costs also include amounts
paid to third-parties that assist the Company in fulfillment and
customer service operations. Certain of its fulfillment-related
costs that are incurred on behalf of other businesses, such as
Toysrus.com, Inc. and Target Corporation, are classified as cost
of sales rather than fulfillment. Fulfillment costs were $107
million and $86 million for the three months ended June 30, 2003
and 2002, representing 10% and 11% of net sales and $211 million
and $176 million for the six months ended June 30, 2003 and 2002,
representing 10% and 11% of net sales. The increase in fulfillment
costs in comparison with the prior year primarily corresponds with
sales volume. The improvement in fulfillment costs as a percentage
of net sales results from improvements in productivity and
accuracy, the increase in units fulfilled which leverages the
fixed-cost portion of the Company's fulfillment network,
efficiencies gained through utilization of fulfillment services
provided by third parties, a decline in customer service contacts
per order resulting from improvements in its operations, and
enhancements to its customer self-service features available on
its Websites. These improvements were offset, in part, by credit
card fees associated with third-party seller transactions, which
represent a significant percentage relative to commission amounts
earned, and as a result, negatively affect fulfillment as a
percentage of net sales.

Marketing expenses consist of advertising, on-line marketing,
promotional and public relations expenditures, and payroll and
related expenses for personnel engaged in marketing and selling
activities. Marketing expenses, net of co-operative marketing
reimbursements, were $25 million and $29 million for the three
months ended June 30, 2003 and 2002, representing 2% and 4% of net
sales, and $54 million and $61 million for the six months ended
June 30, 2003 and 2002, representing 2% and 4% of net sales. To
the extent co-operative marketing reimbursements decline in future
periods, Amazon may incur additional expenses to continue certain
promotions or elect to reduce or discontinue them. Declines in
expense for marketing-related activities reflect Company efforts
to cut ineffective marketing programs, as well as reduced rates
charged to it for some online marketing activities. These
decreases are partially offset by increased investment in
marketing channels considered most effective in driving
incremental net sales, such as its Associates program. Amazon's
Associates program enables participating Websites to make Amazon's
products available to their audiences with fulfillment performed
by Amazon. The Company provides to its customers free shipping
alternatives, and although the effect of these shipping offers are
reflected in gross profit and does not directly affect marketing
expenses, Amazon views these offers as an effective marketing tool
and as stated, intends to continue offering these free shipping
alternatives indefinitely.

Technology and content expenses consist principally of payroll and
related expenses for development, editorial, systems, and
telecommunications operations personnel; systems and
telecommunications infrastructure; and costs of acquired content,
including freelance reviews. Technology and content expenses were
$52 million and $58 million for the three months ended June 30,
2003 and 2002, representing 5% and 7% of net sales, and $102
million and $114 million for the six months ended June 30, 2003
and 2002, representing 5% and 7% of net sales. The decline in
absolute dollars spent in comparison with the prior year period
primarily reflects efficiency improvements in the Company's
systems infrastructure, as well as improved expense management and
general price reductions in some expense categories. The Company
expects to continue investing in technology and improvements to
its Websites, which may include, but are not limited to, hiring
additional employees, offering additional Website features and
product categories to its customers, and implementing additional
commercial relationships, as well as potentially continuing its
international expansion.

General and administrative expenses consist of payroll and related
expenses for executive, finance, and administrative personnel,
human resources, professional fees, and other general corporate
expenses. General and administrative expenses were $22 million and
$19 million for the three months ended June 30, 2003 and 2002,
representing 2% of net sales in
each period, and $43 million and $40 million for the six months
ended June 30, 2003 and 2002, representing 2% of net sales in each
period.

The Company's North America segment operating income was $55
million and $36 million for the three months ended June 30, 2003
and 2002, representing an increase of 53%, and $106 million and
$71 million for the six months ended June 30, 2003
and 2002, representing an increase of 49%. This improvement
primarily results from increasing revenues, including amounts
earned from sales by third parties, and leveraging its direct cost
structure relative to sales growth, partially offset by a 1%
decline in segment gross margin.

The Company's International segment operating income was $13
million in comparison to a loss of $10 million for the three
months ended June 30, 2003 and 2002, and $28 million in comparison
to a loss of $20 million for the six months ended June 30, 2003
and 2002. These improvements primarily resulted from revenue
growth of 81% and 74% for the three and six months
ended June 30, 2003. Also contributing to the improvement in its
International segment operating income was leverage in its direct
cost structure relative to sales growth. International segment
operating income benefited $3 million in comparison to the second
quarter of 2002 due to changes in foreign exchange rates as the
U.S. Dollar weakened.

Amazon's income from operations was $42 million and $1 million for
the three months ended June 30, 2003 and 2002, and $81 million and
$3 million for the six months ended June 30, 2003 and 2002. The
improvement in operating results in comparison with the prior year
was attributable to increasing revenues and leveraging its direct
cost structure relative to sales growth. Income from operations
benefited $3 million and $7 million in comparison to the three and
six months ended June 30, 2002 due to changes in foreign exchange
rates as the U.S. Dollar weakened.

Net interest expense was $29 million and $30 million for the three
months ended June 30, 2003 and 2002, and $59 million and $60
million for the six months ended June 30, 2003 and 2002. Interest
income was $6 million for each of the three months ended June 30,
2003 and 2002, and $12 million and $11 million for the six months
ended June 30, 2003 and 2002. Interest expense was $34 million and
$36 million for the three months ended June 30, 2003 and 2002, and
$71 million for each of the six months ended June 30, 2003 and
2002. Interest income fluctuates with prevailing interest rates
and the average balance of invested funds. Interest expense is
primarily related to Amazon's 6.875% PEACS, 4.75% Convertible
Subordinated Notes, and its 10% Senior Discount Notes that it
redeemed on May 28, 2003. Interest expense decreased $2 million in
comparison to the three months ended June 30, 2002 primarily due
to the Company's recent redemption of its 10% Senior Discount
Notes, offset by the negative effect on interest expense
associated with its 6.875% PEACS as the U.S. Dollar weakened in
comparison to the Euro. In addition, the recent termination of its
Euro Currency Swap will make future interest expense more
volatile.

At June 30, 2003, the Company had net operating loss carryforwards
of approximately $2.7 billion related to U.S. federal, state, and
foreign jurisdictions. Utilization of net operating loss
carryforwards, which begin to expire at various times starting in
2010, may be subject to certain limitations under Sections 382 and
1502 of the Internal Revenue Code of 1986 and other limitations
under state and foreign tax laws. Additionally, approximately $218
million of capital loss carryforwards begins to expire in 2005.
Approximately $1.3 billion of its net operating loss carryforwards
relates to tax deductible stock-based compensation in excess of
amounts recognized for financial reporting purposes. To the extent
that net operating loss carryforwards, if realized, relate to
stock-based compensation, the resulting tax benefits will be
recorded to stockholders' equity, rather than to results of
operations.

Amazon experienced a net loss of $43 million and $94 million for
the three months ended June 30, 2003 and 2002, and $53 million and
$117 million for the six months ended June 30, 2003 and 2002. Year
over year improvements during the second quarter of 2003 primarily
resulted from improvements in operating income.

Although Amazon.com reported improvement in its net loss relative
to the prior year comparable period, this improvement is not
necessarily predictive of future results for a variety of reasons.
For example, the Company is unable to forecast the effect on its
future reported results of certain items, including the stock-
based compensation associated with variable accounting treatment
and the gain or loss associated with the remeasurement of its
6.875% PEACS that results from fluctuations between the U.S.
Dollar and the Euro. These items represented significant charges
during the first and second quarters of 2003 and may result in
significant charges or gains in future periods.

                              *   *   *

Amazon's liabilities exceed its assets by more than $1.2 billion
at June 20, 2003.  Amazon's June 30 balance sheet shows ample
liquidity with a near-2:1 current ratio.  Moody's rates the
insolvent online retailer's  4-3/4% Convertible Subordinated Notes
due 2009 at Caa2 and Standard & Poor's rates them at CCC+.
Amazon's 400 million shares of common stock trade around $40 per
share this week, placing a $16 billion market cap on company.

Steven L. Gidumal at Trilogy Capital, LLC, in New York, has looked
at Amazon from every financial and operational angle imaginable
time and again since 1999.  He concluded long ago that Amazon's
days as a stand-alone entity are numbered.  "Amazon has been
underpricing their product for years.  They're now faced with
having to move up the price elasticity curve in order to generate
profits, which few (if any) companies in American history have
done," Mr. Gidumal says.


AMERCO: Court Approves Beesley Peck as Co-Counsel on Final Basis
----------------------------------------------------------------
AMERCO obtained permission from the Court to employ and retain
Beesley, Peck & Matteoni, Ltd. as its co-counsel for restructuring
and bankruptcy issues and as conflicts counsel to the extent
Squire Sanders can't represent AMERCO in a particular matter.

Beesley, Peck & Matteoni, Ltd. has one of the largest bankruptcy
practice groups in Nevada with offices in Reno.  BP&M has
expertise in various practice areas, which will be significant to
AMERCO's case, including bankruptcy and restructuring, corporate
finance and commercial litigation.  Moreover, BP&M possesses
expertise in bankruptcy matters recognized on a regional basis,
having been actively involved in major Chapter 11 cases, including
Washington Group International, Agribio Tech and Stratosphere.

To assist Squire Sanders, BP&M 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 defense 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;

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

      (n) Act as AMERCO's counsel to the extent that Squire Sanders
          cannot act by reason of a conflict.

BP&M will charge AMERCO for legal services at its standard hourly
rates:

           Legal Assistants          $75 - 125
           Law Clerks                      110
           Associates                115 - 250
           Partners                  300 - 400
(AMERCO Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AMERICAN PAD & PAPER: Court Confirms Plan of Reorganization
-----------------------------------------------------------
American Pad & Paper LLC said that the bankruptcy court has
confirmed its Plan of Reorganization. The Effective Date on which
Ampad will officially exit Chapter 11 is expected to occur during
August.

An affiliate company of Crescent Capital Investments, Inc., was
selected as the Successful Bidder during Ampad's Chapter 11
auction process. The affiliate of Crescent Capital will become the
new equity sponsor and will assume ownership of Ampad as it
emerges from bankruptcy. Based on Crescent Capital's bid, the
estimated enterprise value of Ampad is between $80 million and $85
million.

Mark Lipscomb, Ampad's President and CEO, stated, "Reaching the
point where we can successfully emerge from the Chapter 11 process
has involved a number of important factors, not the least of which
has been the ongoing support of our customers and vendors, and the
continued dedication of our employees. Once we emerge from
bankruptcy, the financial strength of Crescent Capital will
support Ampad's objective of expanding its leadership position in
the marketplace."

David Crosland, Executive Director at Crescent Capital stated,
"Ampad exemplifies the characteristics we seek when making an
investment: strong management and employee team, demonstrated
market acceptance of its products, sustainable value proposition,
and opportunities to enhance growth through expanding distribution
channels and/or selective acquisitions. The strength of Ampad's
market position and business execution have been clearly
demonstrated by the fact that the Ampad brand has maintained its
strong market share position, even while operating under the
adverse circumstances of Chapter 11. This acquisition fits
perfectly into our philosophy for investing in market leaders and
positioning these companies to expand market share."

Crescent Capital Investments, Inc. is an Atlanta-based private
equity firm founded in 1997. It has over $500 million in capital
resources with over $100 million in equity available for each
transaction. Crescent has completed ten transactions since 1998
with an aggregate enterprise value of nearly $1 billion. Further
information on Crescent can be found at
http://www.crescentcapital.com

American Pad & Paper LLC is a leading manufacturer and distributor
of writing pads, filing supplies, retail envelopes and specialty
papers and serves many of the largest and fastest growing office
products retailers and distributors in North America. Additional
information on Ampad can be found at http://www.ampad.com


AMERICAN WAGERING: US Trustee Sets Creditors Meeting for Sept. 5
----------------------------------------------------------------
The United States Trustee will convene a meeting of American
Wagering, Inc.'s creditors at 1:00 p.m. on September 5, 2003,
at the Office of the U.S. Trustee, Young Building, Room 2110,
300 Booth Street, Reno, Nevada 89509. This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

American Wagering, Inc., headquartered in Reno, Nevada, filed for
chapter 11 protection on July 25, 2003 (Bankr. Nev. Case No. 03-
52529).  Thomas H. Fell, Esq., at Gordon & Silver, Ltd.,
represents the Debtor in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$13,694,623 in total assets and $13,688,935 in total debts.


ANALYTICAL SURVEYS: Annual Shareholders' Meeting Set for Aug. 21
----------------------------------------------------------------
The annual meeting of shareholders of Analytical Surveys Inc. will
be held on Thursday, August 21, 2003, at the Doubletree Hotel, 37
N.E. Loop 410, San Antonio, Texas at 10:00 A.M., CDT, for the
following purposes:

      1. To elect five directors to the Board of Directors.

      2. To approve the 2003 Stock Option Plan.

      3. To ratify the appointment of KPMG LLP as independent
         public accountants for the fiscal year ending
         September 30, 2003.

      4. To transact such other business as may properly come
         before the Annual Meeting, or any adjournment or
         adjournments thereof.

Shareholders of record at the close of business on July 18, 2003
will be entitled to notice of, and to vote, at the Annual Meeting,
or any adjournment or adjournments thereof.

Analytical Surveys Inc., provides technology-enabled solutions
and expert services for geospatial data management, including
data capture and conversion, planning, implementation,
distribution strategies and maintenance services. Through its
affiliates, ASI has played a leading role in the geospatial
industry for more than 40 years. The Company is dedicated to
providing utilities and governmental agencies with responsive,
proactive solutions that maximize the value of information and
technology assets. As of January 1, 2003, ASI is headquartered
in San Antonio, Texas and maintains facilities in Indianapolis,
Indiana and Waukesha, Wisconsin. For more information, visit
http://www.anlt.com

                Liquidity and Going Concern Uncertainty

In its most recent Form 10-Q filing, the Company reported:

"The accompanying [sic] financial statements have been prepared
on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course
of business. During the fiscal years of 2000 through 2002, we
experienced significant operating losses with corresponding
reductions in working capital and net worth, excluding the
impact of debt forgiveness, and we do not currently have a line
of credit in place to support operating cash flow requirements.
Our revenues and backlog have also decreased substantially
during the same period. Our senior secured convertible note also
has certain immediate call provisions that are outside of our
control, which if triggered and exercised, would make it
difficult for us to meet accelerated debt payments. These
factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern.

"To address the going concern issue, management has implemented
financial and operational restructuring plans designed to
improve operating efficiencies, reduce and eliminate cash losses
and position ASI for profitable operations. In 2002, we improved
our working capital position by reducing our bank debt through
the issuance of preferred stock and convertible debt and with
the collection of a $1.2 million federal income tax refund. The
consolidation of our production operations to two solution
centers has resulted in lower general and administrative costs
and improved operating efficiencies. Additionally, the
relocation of our corporate headquarters has resulted in
additional savings realized with a smaller corporate staff and
efficiencies in occupancy and travel related expenses. Our sales
and marketing team is pursuing market opportunities in both our
traditional digital mapping and newly launched data management
initiatives. We continue to focus on cost control as we develop
the data management initiative.

"The financial statements do not include any adjustments
relating to the recoverability of assets and the classifications
of liabilities that might be necessary should we be unable to
continue as a going concern. However, management believes that
its continued turnaround efforts, if successful, will improve
operations and generate sufficient cash to meet its obligations
in a timely manner."


ANC RENTAL: Asks Court to Approve Adoption of New Severance Plan
----------------------------------------------------------------
The Asset Purchase Agreement that ANC Rental Corporation and its
debtor-affiliates executed with CAR Acquisition Corp. LLC and
Cerberus Capital Management LP on June 12, 2003 requires the
rejection of all prior formal or informal severance arrangements,
except for certain severance programs, and the adoption of a new
severance plan, subject to certain conditions.

CAR Acquisition has committed to offer employment to at least 90%
of the Debtors' employees at least five business days prior to
the anticipated closing of the sale.  The New Severance Plan is
intended to apply to employees who are terminated by the Debtors
prior to the closing of the sale, including employees who are not
offered employment by CAR Acquisition.  The New Severance Plan is
being adopted in conjunction with the Bonus Pool to be offered by
CAR Acquisition following the closing to all of the Debtors'
employees.

Pursuant to the Agreement, employees at grade level 14 and above
will have the opportunity to participate in the Bonus Pool based
on the Company's EBITDAR between May 1, 2003 and the closing
date.  Employees below grade 14 will receive one week's pay at
closing.  Thus, as contemplated in the Agreement, the Debtors
seek the Court's permission to enter into the New Severance Plan.

William J. Burnett, Esq., at Blank Rome LLP, in Wilmington,
Delaware, informs the Court that the New Severance Plan is being
adopted in connection with the Agreement.  Therefore, if the
Agreement is not consummated, the New Severance Plan will be
eliminated.  Additionally, the payment of benefits under the New
Severance Plan, and each payment under the Severance Plan, is
contingent upon Lehman Commercial Paper Inc.'s consenting to the
use of cash collateral to make severance payments.  Although the
New Severance Plan sets forth the highest possible amounts to
which employees could become entitled pursuant to the New
Severance Plan, the making of any payments thereunder is subject
to Lehman's prior express written consent to the use of cash
collateral to make the severance payment, which consent may be
granted or withheld in its sole discretion.  To the extent that
Lehman consents to a lesser amount of severance payments than
what is set forth, or does not consent to any severance payments,
or the Debtors have insufficient funds to pay all the benefits
due under the New Severance Plan, the employee will not be
entitled to any greater benefit and will have no claim,
administrative or otherwise, against the estates for the
difference between the maximum amounts set forth in the New
Severance Plan and any lesser severance payments, if any.

Lehman has not granted its consent to use of its cash collateral
to fund any payments under the New Severance Plan and is under no
obligation to do so.  Lehman's discretion, however, will not
involve defining an individual employee's entitlement to a
payment but simply defining whether, and how much, its cash
collateral is made available to fund payments under the New
Severance Plan.

The New Severance Plan would completely supersede and replace any
severance provisions offered to non-union employees and non-union
former employees of the Debtors under any benefit plan or under
any other severance plan, program or agreement, whether written
or oral, including, but not limited to, individual agreements
between employees of Alamo Rent-A-Car, LLC hired prior to
January 1, 1998 and Alamo, known as "FamPact," and any informal
guidelines that might be construed as a severance plan; provided
that, the New Severance Plan will not supersede or replace:

     1. the severance arrangements already communicated to certain
        employees at the Debtors' Minneapolis, Minnesota location
        who are subject to separate retention agreements; and

     2. the severance benefits of non-union former employees who
        became entitled to severance under the Debtors' Prior
        Severance Programs who signed severance agreements and
        releases prior to June 12, 2003.

In connection with the adoption of the New Severance Plan, the
Debtors also seek Judge Walrath's authority to reject the Prior
Severance Programs.  FamPact alone would cost the Debtors
$25,000,000 and in light of the Debtors' current situation, this
severance plan is no longer appropriate.

Therefore, the Debtors seek to reject the Prior Severance
Programs and replace them with the more cost effective New
Severance Plan. (ANC Rental Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ARMSTRONG WORLD: Chan Galbato Will Step Down as Unit's Pres./CEO
----------------------------------------------------------------
Armstrong World Industries, Inc. (OTC Bulletin Board: ACKHQ)
announced that Chan W. Galbato, President and CEO, Armstrong Floor
Products, will leave the company to pursue other opportunities.
Michael D. Lockhart, Chairman and CEO will assume all
responsibilities for Floor Products operations.

This change is driven by a desire to eliminate the holding company
philosophy, to reduce overall resources and apply all available
resources to increasing the success of the core businesses:
floors, ceiling, and cabinets.

"As we approach emergence," said Lockhart, "the Chapter 11 process
is placing fewer demands on my time. This allows me to focus more
directly on Armstrong's businesses. Chan and I agree that this
situation creates a redundancy between our roles.

"In his two years at Armstrong, Chan made significant
contributions to the company. He oversaw the integration of
Armstrong Wood Products with Armstrong Floor Products, creating
one flooring business. He renewed our focus on commercial
flooring, where we are currently enjoying good success. Under
Chan's leadership, we have also been able to bring about
significant cost reductions in our European Flooring operations."

Armstrong World Industries, Inc., a subsidiary of Armstrong
Holdings, Inc., is a global leader in the design and manufacture
of floors, ceilings and cabinets. In 2002, Armstrong's net sales
totaled more than $3 billion. Founded in 1860 and based in
Lancaster, PA, Armstrong has 59 plants in 14 countries and
approximately 16,500 employees worldwide. More information about
Armstrong is available on the Internet at http://www.armstrong.com


ASIA GLOBAL CROSSING: Chapter 7 Trustee Hires Davis Graber
----------------------------------------------------------
Asia Global Crossing's Chapter 7 Trustee, Robert L. Geltzer,
relates that he needs a firm that has considerable experience in
accounting matters, with accountants that have extensive
familiarity with the accounting practices in insolvency matters in
the Bankruptcy Courts in many districts of the United States.

Accordingly, Mr. Geltzer sought and obtained the Court's
authority to employ Davis, Graber & Nasberg, LLP as his
accountants, nunc pro tunc to June 20, 2003.  Specifically, Davis
will:

     (a) analyze the financial operations of the corporation prior
         to the Chapter 11 Petition Date, as necessary;

     (b) analyze the financial operations of the corporations
         subsequent to the Chapter 11 petition and up to the date
         of conversion to Chapter 7;

     (c) analyze the transactions with insiders, related or
         affiliated entities for a period the Trustee will dictate
         and identify potential preferential transfers and
         fraudulent conveyances;

     (d) identify and prepare an analysis of all assets and
         liabilities as the Chapter 7 Trustee considers necessary;

     (e) attend meetings and confer with representatives of the
         Chapter 7 Trustee and his counsel;

     (f) provide supporting documentation or reports to
         substantiate alleged insider and preferential transfers
         or fraudulent conveyances and present the findings in
         Court, under oath, if necessary;

     (g) prepare all federal, state and local tax returns as
         required; and

     (h) provide other services that may be necessary.

Andrew W. Plotzker, a member at Davis, Graber & Nasberg, LLP,
informs Judge Bernstein that the firm's hourly rates for services
rendered are:

     Partners                         $275 - 375
     Managers and Senior Managers      175 - 265
     Staff                             115 - 165
     Paraprofessionals                  75 - 110

Davis will also seek reimbursement for the out-of-pocket expenses
incurred in providing the services.

According to Mr. Plotzker, to the best of his knowledge, Davis
does not hold or represent any interest adverse to the Trustee,
the Debtors or their creditors with respect to the matters it is
to be engaged.  In addition, Davis is not a creditor of the
Debtors and has no relevant connection with any parties-in-
interest or their attorneys.  Thus, Mr. Plotzker concludes, Davis
is a "disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code. (Global Crossing Bankruptcy News, Issue No. 44;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ATA HOLDINGS: S&P Keeps Junk Ratings on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on ATA
Holdings Corp. and subsidiary ATA Airlines Inc., including
lowering the corporate credit rating on both to 'CCC' from 'B-'.
Ratings remain on CreditWatch with negative implications, where
they were placed March 18, 2003.

"The downgrade is based on the company's July 28, 2003,
announcement that it does not expect to have enough cash to make
its 2004 debt and lease payments, and it cannot obtain additional
long-term financing," said Standard & Poor's credit analyst Betsy
Snyder. "The downgrades of ATA's enhanced equipment trust
certificates also reflect the continuing substantial deterioration
in market values of the Boeing 757-200 aircraft which form their
collateral," the credit analyst continued.

The ratings on ATA Holdings Corp. reflect uncertainty regarding
payment of its 2004 debt maturities and lease payments, which the
company has indicated it will have to refinance or restructure.
ATA Holdings is the parent of ATA Airlines Inc., the 10th-largest
scheduled air carrier in the U.S. ATA offers low fares to value-
oriented passengers out of hubs located at Chicago's Midway
Airport and at Indianapolis, Ind. ATA is also the largest charter
airline in North America, providing charter airline services
primarily to U.S. and European tour operators, as well as to U.S.
military and government agencies. Lower fare, leisure carriers
have been less affected than the large network carriers have by
the industry downturn that began in late 2000, as passengers have
sought low fares. ATA has been replacing its relatively old
aircraft with new Boeing planes, which has resulted in one of the
youngest airline fleets in the industry, and aided its operating
costs. However, the company's revenues have suffered from
continuing price competition, which is not expected to abate
over the near term. ATA has a heavy operating lease burden due to
delivery of the new aircraft. In November 2002, ATA closed on a
$168 million loan that was 90% backed by the federal government,
one of only a few airlines that have been granted a loan guarantee
thus far. Although the company reported a profit of $40.8 million
in the second quarter of 2003, it included a $37.2 million refund
from the federal government.


ATLANTIC COAST: Second Quarter Results Reflect Strong Growth
------------------------------------------------------------
Atlantic Coast Airlines Holdings, Inc. (Nasdaq: ACAI), parent of
Atlantic Coast Airlines, reported-based on accounting principles
generally accepted in the United States (GAAP)-net income of $45.7
million for the second quarter 2003 compared to net income of
$17.4 million for the second quarter 2002. The company's results
for second quarter 2003 and 2002 include several special items as
noted below and in the pro forma financial results attached.
Excluding these charges and credits, the company would have
reported net income of $17.2 million for 2003 compared to $14.1
million for 2002.

The company's second quarter 2003 results were affected by the
items noted below:

-- The company recorded a $34.6 million ($20.4 million after tax)
    credit to income to reverse a portion of the retirement charge
    it recorded for Jetstream-41 aircraft in 2001 and 2002.
    The credit, which does not affect cash in the current period,
    was due to delays in the company's retirement schedule for its
    J-41 turboprop fleet as a result of uncertainty over the
    company's contractual relationship with United. The company
    believes that it will not complete the retirement of the
    turboprop aircraft originally planned to be retired by year-
    end. The company anticipates that the remaining J-41s will be
    retired during 2004 and that it will record a charge as these
    turboprops are retired.

-- The company recently reached an agreement with United on fee-
    per-departure rates for 2003. The company's second quarter
    revenue includes $12.3 million ($7.3 million after tax) of
    additional revenue associated with this agreement as a result
    of changes to estimates used in the first quarter of 2003.

-- In the second quarter of 2003, the company recorded $1.5
    million ($0.9 million after tax) in government compensation
    under the Emergency Wartime Supplemental Appropriations Act.

During the second quarter 2003, ACA generated approximately 1.1
billion available seat miles, an increase of 6.6 percent over the
same period last year. The company carried 2,181,332 passengers,
an increase of 22.2 percent over the same period last year.

Load factor improved 7.7 points to 75.3% for the second quarter
compared to 67.6% in the second quarter 2002.

On July 28, 2003, the company announced it anticipates that its
longstanding relationship with United Airlines will end, and that
it will establish a new, independent low-fare airline to be based
at Washington Dulles International Airport.

ACA has a fleet of 148 aircraft -- including 118 jets -- and
offers approximately 840 daily departures, serving 84 destinations
in the U.S. and Canada. Atlantic Coast Airlines (S&P/B-/Negative)
employs over 4,800 aviation professionals. The common stock of
parent company Atlantic Coast Airlines Holdings, Inc. is traded on
the Nasdaq National Market under the symbol ACAI. For more
information about ACA, visit http://www.atlanticcoast.com


BEAR STEARNS: Fitch Affirms Low-B Ratings on Six Note Classes
-------------------------------------------------------------
Bear Stearns Commercial Mortgage Pass-Through Certificates, series
2002-PBW1 are affirmed by Fitch Ratings as follows:

         -- $364.8 million class A-1 'AAA';
         -- $385.9 million class A-2 'AAA';
         -- Interest-only classes X-1 and X-2 'AAA';
         -- $26.5 million class B 'AA';
         -- $31.1 million class C 'A'
         -- $8.1 million class D 'A-'
         -- $9.2 million class E 'BBB+'
         -- $13.8 million class F 'BBB'
         -- $13.8 million class G 'BBB-'
         -- $16.1 million class H 'BB+'
         -- $10.4 million class J 'BB'
         -- $3.5 million class K 'BB-'
         -- $5.8 million class L 'B+'
         -- $9.2 million class M 'B'
         -- $2.3 million class N 'B-'.

Fitch does not rate the $13.8 million class P. The rating
affirmations follow Fitch's annual review of the transaction,
which closed in October 2002.

The rating affirmations reflect the consistent loan performance
and minimal reduction of the pool collateral balance since
closing.

Wells Fargo Bank, N.A., the master servicer, collected year-end
(YE) 2002 financials for 87.7% of the pool balance. Based on the
information provided, the resulting YE 2002 weighted average debt
service coverage ratio is 1.48 times, compared to 1.36x at
issuance for the same loans. Currently, there are no loans in
special servicing.

Fitch reviewed credit assessments of three loans in pool, the Belz
Outlet Center (6.9%), the RREEF Master Trust Portfolio (4.5%), and
the CNL Retail Portfolio (2.3%). The DSCR for each loan is
calculated using borrower provided net operating income less
required reserves divided by debt service payments based on the
current balance using a Fitch stressed refinance constant. Based
on their stable to improved performance, all three loans maintain
investment grade credit assessments.

The Belz Outlet Center loan is secured by a 637,772 square foot
retail center located in Orlando, Florida. The stressed DSCR for
year end 2002 was 1.42x, compared to 1.45 at issuance. The major
tenants Rockport (3.5%), Nike (3.5%), and the Gap (2.4%).

The RREEF Textron Portfolio loan is secured by seven properties: a
175-unit apartment complex located in Miami, Florida; a 292-unit
apartment complex located in Pompano Beach, FLorida; a 336-unit
apartment located in Pasadena, Maryland; a 175,040-sf shopping
center located in Redmond, Virginia; a 561,920-sf industrial
building located in Richardson, Texas; a 576,644-sf industrial
park in Boston, Massachusetts; and a 94,893-sf office building
located in Washington D.C. The stressed DSCR for the year end 2002
was 3.06x, compared to 2.93x at issuance.

The CNL Retail Portfolio loan is secured by retail building
housing five single-tenant retail stores totaling 210,885-sf
located in Florida and Virginia. The stressed DSCR for the YE 2002
was the same as at issuance at 1.39x. The five tenants in the CNL
Retail Portfolio are Barnes & Nobles, Kash n' Karry, Bed Bath &
Beyond, Best Buy, and Borders Books.

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


BOYD GAMING: Board Declares Quarterly Dividend Payable on Sept 3
----------------------------------------------------------------
Boyd Gaming Corporation (NYSE: BYD) reported its financial results
for the second quarter 2003. In addition, the Company reported
that its Board of Directors has instituted a policy of quarterly
cash dividends on its common stock.  The Board has declared a
quarterly dividend of $.075 per share, payable September 3, 2003
to shareholders of record on August 12, 2003.  The Company also
reported strong initial performance at Borgata, which opened July
3 in Atlantic City.

The Company reported adjusted earnings of $.21 per share in the
second quarter versus $.29 per share in the second quarter last
year.  In both periods adjusted earnings are before preopening
expenses, and, in the second quarter this year, adjusted earnings
also exclude a charge of $3.5 million, or $.03 per share, for a
one-time retroactive gaming tax imposed by the State of Indiana.
Per share amounts are reported on a diluted basis.

Revenues for the second quarter were $313 million, essentially the
same as reported in the second quarter last year.  Blue Chip was
the only property with a significant change in revenue this
quarter versus the prior year, up 11.7% due to the commencement of
dockside operations in August 2002.  The Company reported
preopening expenses of $11.9 million, or $.11 per share, in the
second quarter this year and $3.2 million, or $.03 per share, in
the second quarter last year, both principally related to the
development of Borgata, the Company's joint venture with MGM
MIRAGE in Atlantic City.  Net income in the second quarter was
$4.4 million, or $.07 per share, versus $17.0 million, or $.26 per
share, reported in the second quarter last year.

                 Second Quarter Results of Operations

The Company's nine operating units generated property EBITDA in
the quarter of $70.2 million (before the one-time Indiana charge)
as compared to $78.2 million reported in the second quarter last
year, a decline of 10.2%. After corporate expense, second quarter
EBITDA (before the one-time Indiana charge) was $63.1 million
versus $71.6 million reported in the prior year.

William S. Boyd, Chairman and Chief Executive Officer of Boyd
Gaming, said, "Operating conditions remained difficult in the
second quarter as the war in Iraq depressed results early in the
quarter, the economy remained sluggish, and higher gaming taxes
took their toll.  Despite these conditions, Sam's Town Las Vegas
and Delta Downs turned in excellent quarters, and revenue gains at
Blue Chip were enough to essentially offset higher gaming taxes,
exclusive of the one-time Indiana charge."

                 Six-month Results of Operations

The Company reported revenue of $634 million for the first six
months of 2003, up from $615 million in the same period of 2002.
The gain was principally the result of dockside operations at Blue
Chip and a full period of slot operations at Delta Downs, where
slot operations commenced in February 2002.  EBITDA (before the
one-time Indiana charge) was $135 million for the first six months
in 2003 versus $143 million in the comparable period last year.
Adjusted earnings for the first six months of 2003 were $.50 per
share as compared to $.60 per share for the same period last year.
Net income for the first six months of 2003 was $20.9 million, or
$.32 per share, versus $24.9 million, or $.38 per share, reported
for the first six months last year. Prior year net income includes
a charge for the cumulative effect of a change in the accounting
for goodwill, which amounted to $.13 per share.

               Second Quarter Property Highlights

Sam's Town Las Vegas continued to produce strong results.  In the
second quarter this year, the property's EBITDA was $8.5 million,
an 8.2% increase over last year on a 2.0% increase in revenue.
The property's EBITDA margin improved year-over-year to 25.9% from
24.4% in the second quarter last year. Delta Downs reported EBITDA
of $7.3 million in the quarter versus $6.7 million reported last
year.  However, in the second quarter last year, Delta Downs
results were boosted by a one-time credit of $1.5 million for the
refund of horse racing purse money; excluding that credit, Delta
Downs reported second quarter EBITDA this year that was 39% above
the comparable period last year. The Downtown Las Vegas properties
reported EBITDA of $10.0 million, $2.1 million below the
comparable quarter in the prior year.  The decline was related to
lower revenue and EBITDA at the Fremont and from higher costs in
the Company's Hawaii-to-Las Vegas air charter operations.  Par-A-
Dice reported EBITDA in the quarter of $12.0 million, down $2.7
million from the second quarter last year.  The decline resulted
primarily from higher gaming taxes, increased marketing costs, and
disruption related to the installation of a new player tracking
system in April.  At Blue Chip, the revenue increase of 11.7%
essentially offset the increase in gaming taxes that went into
effect in August 2002, exclusive of the one-time Indiana charge.
Blue Chip EBITDA before the $3.5 million charge was $21.9 million
versus $22.1 million reported last year.

               Initiation of Quarterly Dividend

The Company's Board of Directors declared its first quarterly cash
dividend to shareholders of $.075 per share, which translates into
an annualized dividend of $.30 per share.  The dividend will be
paid September 3, 2003, to shareholders of record on August 12,
2003.  Bill Boyd commented, "We are very pleased to be
distributing a portion of our earnings to our shareholders.  We
remain confident in our ability to sustain reliable and meaningful
earnings and cash flows over time that will enable us to reward
our shareholders with cash payments from earnings.  With our debt
at a comfortable level in relation to our cash flow, we feel we
will be able to continue to grow our business as investment
opportunities arise."  The Company also announced that its two
million share repurchase program, approved in late 2002 and about
half completed, will remain in effect.

                              Borgata

The Company reported that Borgata, its $1.1 billion joint venture
with MGM MIRAGE in Atlantic City, opened successfully on July 3.
Bill Boyd remarked, "The initial reactions from customers to our
beautiful property have been overwhelmingly positive.  Customer
intent to return, as measured during intercept surveys, is strong
and has exceeded our expectations.  Our customer database is
growing at an excellent pace and ahead of plan.  Our daily
revenues per gaming table and slot machine, we believe, are
already among the highest in the market.  Average daily casino
revenue through almost four weeks of operation is in the upper
quartile of Atlantic City properties as measured by last July
rankings, even though our marketing programs are only in their
initial stages.  Importantly," Boyd continued, "Borgata turned out
to be the kind of place we wanted it to be: upscale yet very
comfortable; fun and energetic.  I am very proud of the
friendliness and enthusiasm exhibited by our great group of
employees."

                         Development Plans

The Company reported that it is proceeding with two projects to
expand its Central Region operations.  First, the Company will
soon begin a $50 million expansion project at Delta Downs.  The
first phase involves expanding the size of the casino building to
provide customers with a more open and comfortable environment,
including wider aisles on the slot floor.  The second phase,
planned to begin in early 2004, involves the addition of food and
beverage amenities and the development of a hotel at the property,
the first phase of which is expected to contain approximately 200
guest rooms.

Planning is underway for an expansion of gaming operations at the
successful Blue Chip Casino in Indiana.  The Company expects to
build a new boat, which will allow for more gaming positions and
for the casino to be located on one floor versus the three story
boat now in operation.  The project, which is also expected to
include a new parking structure, is subject to regulatory and
other approvals.

Bill Boyd stated, "Expanding our highly successful properties in
order to grow revenues and EBITDA is part of our core strategy.
Delta Downs and Blue Chip, which together account for about 40% of
our wholly-owned property EBITDA, both have strong positions in
their respective markets and should benefit nicely from these
planned property enhancements."

                      Third Quarter Outlook

Bill Boyd commented on the outlook for the third quarter. "After
eight straight quarters of property EBITDA from our wholly-owned
properties meeting or exceeding the comparable quarter in the
prior year, the second quarter saw a decline in that measurement.
Looking ahead, we expect that the third quarter will show results
in which property EBITDA once again meets or exceeds the prior
year, exclusive of the effects of the large gaming tax increase in
Illinois.  The tax, which took effect July 1, 2003, could depress
EBITDA by about $4 million in the quarter.  For Borgata, we expect
strong gaming and non-gaming revenue results throughout the third
quarter. However, as we projected, high start-up costs and
expenses will result in lower than normal margins in the quarter.
Therefore, we don't expect Borgata to be a meaningful contributor
to our Company's bottom line in the third quarter, but remain
confident that it will make a significant contribution to income
in 2004.  Borgata, in its start-up period, is performing according
the plan, and this expectation for its contribution to our Company
is fully in line with our projections.  Considering all of this,
we expect adjusted earnings per share in this year's third quarter
to be generally in line with the just completed second quarter."

                     Financial Statistics

The Company provided the following additional financial
information for the second quarter ended June 30, 2003:

      *  June 30 debt balance:  $1.089 billion
      *  Debt reduction in quarter:  $14.5 million
      *  June 30 cash:  $76.8 million
      *  Shares repurchased in second quarter: 128,900 shares at an
         average price of $12.67 per share.
      *  Capital spending in second quarter:  $17.1 million,
         almost all related to normal maintenance items.
      *  Capitalized interest during the quarter:  $4.5 million,
         substantially all related to the Company's investment in
         Borgata.
      *  Cash contributed in the second quarter to the joint
         venture that owns Borgata:  $4.9 million

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) is
a leading diversified owner and operator of 13 gaming
entertainment properties located in Nevada, New Jersey,
Mississippi, Illinois, Indiana and Louisiana. Boyd Gaming recently
opened Borgata Hotel Casino and Spa at Renaissance Pointe (AOL
keyword: borgata or http://www.theborgata.com), a $1.1 billion
entertainment destination hotel in Atlantic City, through a joint
venture with MGM MIRAGE. Additional news and information on Boyd
Gaming can be found at http://www.boydgaming.com

                           *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's assigned its 'B+' rating to Boyd Gaming Corp.'s $300
million senior subordinated notes.

Standard & Poor's also affirmed it 'BB' corporate credit rating
on Boyd. The outlook is stable.


CALL-NET ENTERPRISES: Second Quarter Results Enter Positive Zone
----------------------------------------------------------------
Call-Net Enterprises Inc. (TSX: FON, FON.B), a national provider
of competitive telecommunications and data services to residences
and businesses across Canada, reported financial results for the
second quarter ending June 30, 2003.

Consolidated revenue for the second quarter was $194.1 million
compared to $197.9 million in the second quarter of 2002. EBITDA
(earnings before interest, taxes, depreciation and amortization)
before unusual items were $24.1 million representing a $33.8
million improvement from the same period last year. Net income was
$2.5 million compared to a net loss of $62.4 million in the second
quarter of 2002. For the third consecutive quarter, the Company
was cash self sufficient, generating an increase in cash of $6.4
million and ending the quarter with $132.7 million of cash and
short term investments.

Bill Linton, president and chief executive officer, commented,
"Despite the continuing challenges in the Canadian
telecommunications market, Call-Net's overall financial
performance for the second quarter was within the range of
management's expectation. We continued to execute against our 2003
on-net strategy, growing our local service on both the consumer
and enterprise sides of the business. We entered into a new
partnership with Microcell Solutions to develop an innovative
wireline, wireless bundle that we intend to launch in the third
quarter. We continue to gain momentum in the enterprise market
driven by our cross-border capabilities with Sprint and our
leadership in customer responsiveness."

                              Business

Revenue from business customers for the second quarter was
$143.7 million, compared to $149.1 million for the same period in
2002. Revenue from business customers represents 74 per cent of
Call-Net's total consolidated revenue. A decline in long distance
and data revenue was offset by an increase in local service
revenue. Local access lines increased by 40,600, representing a
$4.8 million increase in revenue for the second quarter compared
to the same period in the previous year. Long distance revenue
declined by $6.0 million, compared to the same quarter last year,
as the average revenue per minute continued to decrease offset by
a 9.5 per cent increase in long distance volume. Data revenue
declined by $4.2 million as price pressures, carrier customer
migration to their own networks were only partially offset by new
enterprise business growth.

Call-Net continued to reap the benefits of its relationship with
Sprint, adding a number of marquee customers to its growing list
of national, North American and global enterprises and service
providers with operations in Canada, including Bata Limited, The
Columbia House Company (Canada), Intuit Canada Limited and Top
Producers Systems Inc.

                         Residential

The residential business unit delivered a solid performance for
the quarter with revenues of $50.4 million, a $1.6 million
improvement compared to the same quarter last year. For the first
time in the Company's history, revenue from bundled products
exceeded revenue from stand-alone products.

Residential local service access lines increased by 39,700 from
last year, bringing the total to 146,900 at June 30, 2003. This
growth contributed to the $5.6 million increase in residential
local revenue for the quarter compared to the same period in the
previous year. Gains in residential local service revenue were
offset by the continued loss of long distance customers, a
decrease of 60,600 customers compared to the same quarter of the
previous year. The corresponding decrease in revenue was offset by
modestly higher residential average revenue per minute and an
increase in the service access fee. Residential data revenue fell
by $1.5 million from June 30, 2002 as the number of dial-up
customers switching to high-speed access offerings continued.

"The CRTC's favourable decision to unbundle the ILEC's local and
high speed Internet products and our own drive to continue to
introduce innovative bundled products, and invest in our on-net
strategy, will improve our customer retention and acquisition,"
added Linton.

            Operating expenditures and carrier charges

Operating costs for the second quarter were $71.6 million, $17.6
million lower than the second quarter of 2002, as a result of a
reduction in human resource costs, a decrease in bad debt expense
and lower occupancy costs, marketing expenses and capital taxes.
Carrier charges for the second quarter were $98.4 million or $20
million less than the same quarter of the previous year as a
result of various favourable CRTC decisions, network optimization
and lower costs for competitive services.

"Our operational performance continued to be strong and our
capital expenditure levels are on plan, allowing us to continue to
generate free cash flow. We remain on track to deliver against our
forecast," said Roy Graydon, executive vice president and chief
financial officer. "Gross profit increased $16.2 million or 20.4
per cent during the second quarter compared to the same quarter
last year. More importantly, our profit as a percentage of revenue
continued to improve, as a result of continued gains on the
regulatory front, network optimization, aggressive supplier
contract renegotiations and the implementation of an increase to
the system access fee."

                              Outlook

Throughout the remainder of the year, Call-Net will continue to
conservatively invest in its 'on-net' strategy, focusing on
sustaining cash flow self-sufficiency and limiting near-term
capital investment while maximizing gross margin. The Company
plans capital expenditures of $40 to $50 million for 2003. On July
23, 2003, Sprint Canada entered into an agreement to securitize
certain of its accounts receivable and optimize working capital.
This provides further liquidity to invest in the Company's core
business, which will provide cash proceeds of up to $55.0 million.

On the residential front, Call-Net will continue to focus on
expanding its share of the local residential service market,
buoyed by the launch of a unique wireline, wireless bundle and the
favourable July 21, 2003 decision to unbundled local residential
and high-speed access service. Through its July 7, 2003
acquisition of the assets of Mosaic Performance Solutions Canada,
which will operate under the name of E-Force, the Company expects
to generate annual revenue of $25.0 million with similar
profitability to Call-Net's current core business.

Call-Net will continue to leverage its relationship with Sprint to
win multi-national cross-border customers and cost-effectively
deploy specific new products and to focus on call centre
applications in partnership with TimeiCR and other partners.
During the third quarter, the Company intends to launch its next
generation of networking virtual private network suite of
solutions for business customers, leveraging proven Sprint
technology and marketing expertise.

On the regulatory front, Call-Net will continue to focus on
deriving the full benefits of 2002 CRTC Price Cap decisions and
will pursue a decision with respect to its May 2003 application to
jump-start competition in the local residential service market.

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


COMMUNITY CHOICE: S&P Knocks Financial Strength Rating Down to R
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'R' financial
strength rating to Community Choice Michigan.

"This rating action follows the announcement made by the State of
Michigan Circuit Court for the 30th Judicial Circuit Ingham County
approving an order for rehabilitation for the company on May 12,
2003," explained Standard & Poor's credit analyst Raymona
Kimbrough. This action came after supervision of the company by
the Office of Financial and Insurance Services.

CCM began operation in 1996. It has about 71,000 members in 36
counties in out-state Michigan. The company provides health care
coverage to those who have Medicaid or MIChild coverage.

An insurer rated 'R' is under regulatory supervision owing to its
financial condition. During the pendency of the regulatory
supervision, the regulators may have the power to favor one class
of obligations over others or pa some obligations and not others.
The rating does not apply to insurers subject only to nonfinancial
actions such as market conduct violations.


CONE MILLS: June 29 Working Capital Deficit Narrows to $10 Mill.
----------------------------------------------------------------
Cone Mills Corporation (NYSE: COE) announced results for the
second quarter ended June 29, 2003. For the quarter, Cone reported
a net loss of $3.6 million or $.18 per share after preferred
dividends. Excluding special charges of $3.1 million net of tax
related to the extension of credit facilities and additional
reserves for losses on assets available for sale, Cone reported a
net loss of $0.5 million or $.06 per share after preferred
dividends. By comparison, Cone reported net income of $3.1 million
or $.08 per share after preferred dividends for the second quarter
of 2002.

Cone recognized a $4.1 million pre-tax charge as part of Other
Expense for the exercise and payment of contingent rights that
were granted as part of the November 2001 extension of senior
lending agreements. The Equity Appreciation Rights were settled
during the second quarter in conjunction with the further
extension of these senior lending agreements to March 2004. The
settlement was funded by the payment of $2.1 million in cash and
the issuance of $1.8 million in senior notes and approximately
169,000 shares of Cone common stock. In addition, during the
second quarter, Cone recognized a $0.8 million pre-tax asset
impairment charge to write down further certain assets available
for sale that it had reached an agreement to sell in the third
quarter. The $0.8 million asset impairment charge is a non-cash
charge.

Net sales for the second quarter of 2003 were down by 23.4% to
$96.3 million from $125.8 million in the second quarter of 2002.
The decrease was a result of lower sales volume across all three
of Cone's business segments. Denim sales for the second quarter
were down primarily as a result of volume and, to a lesser extent,
pricing, which were marginally offset by a more value-added
product mix. Outside sales for the commission finishing segment
were down 22.8% to $11.2 million. Second quarter sales for the
decorative fabrics segment were $6.2 million, down 34.2% from the
second quarter of 2002. All of Cone's businesses encountered
difficult market conditions in the second quarter of 2003.

Gross profit for the second quarter of 2003 was $10.4 million or
10.8% of sales, as compared with the second quarter of 2002
results of $17.3 million or 13.7% of sales.

Operating income for the denim segment was $5.5 million in the
second quarter of 2003, as compared to $8.7 million in the second
quarter of 2002. Despite a very weak demand environment and
reduced volume as compared to the second quarter of 2002, the
commission finishing segment managed to limit its operating loss
to $0.2 million in the second quarter of 2003, as compared with
operating income of $1.1 million in the second quarter of 2002.
The decorative fabrics segment had an operating loss of $1.1
million for the second quarter of 2003, as compared with an
operating loss of $0.1 million for the second quarter of 2002.

Operating income before depreciation, amortization and non-cash
asset impairment charges was $7.5 million for the second quarter
of 2003 or $9.3 million including Cone's pro rata share of Parras
Cone's results. For the second quarter of 2002, operating income
before depreciation, amortization and non-cash asset impairment
charges was $12.9 million and $15.2 million, respectively. On a
year-to-date basis, operating income before depreciation,
amortization and non-cash asset impairment charges was $17.4
million or $21.8 million including Cone's pro rata share of Parras
Cone's results. This compares to 2002 year-to-date operating
income before depreciation, amortization and non-cash asset
impairment charges of $24.6 million or $28.2 million including
Cone's pro rata share of Parras Cone's results.

At June 29, 2003, the Company's balance sheet shows that its total
current liabilities outweighed its total current assets by about
$10 million.

In regards to second quarter results, John L. Bakane, Chairman and
CEO, commented, "We are disappointed to report our first negative
earnings performance since 2001. Our lower second quarter income
was the result of a trying retail environment that has given rise
to unprecedented conservatism in retailers' orders for the fall
and holiday seasons and subsequent pressures to reduce inventories
throughout the pipeline. This was exacerbated not only by the
growth of garment imports but also the inability of retailers to
modify outstanding orders for imported goods, which have long lead
times. As a consequence, U.S. producers have faced a greater
burden of pipeline inventory adjustments, causing reduced sales
and curtailed operating schedules that have a negative impact on
our profitability.

"On the positive side, our associates have done an outstanding job
in the areas of product development, customer service, quality
improvement, efficiency and cost control. We believe we have
continued to gain denim market share in our region. Additionally
we are encouraged by our manufacturing expansion strategy in
Mexico, as Parras Cone's results have continued to be outstanding
in the face of difficult market conditions, and we expect Parras
Cone to be debt free by early 2004."

In regards to the outlook for the remainder of the year, Mr.
Bakane added, "The paradox of depressed near-term conditions
versus signs of economic recovery have combined to make present
visibility the poorest I have seen in my career. However, we
believe that recent massive government fiscal and monetary stimuli
and the inevitable end of inventory liquidations will result in
future recovery in our markets."

Gary L. Smith, CFO, commented, "On May 27, Cone amended its credit
agreements with its lenders extending its existing credit
agreement and senior note maturity through March 15, 2004. The
$.06 per share loss excluding the special items was below our
expectation for the quarter as a result of the overall weakness in
the textile and apparel sectors. Cone continued to manage its
working capital very tightly which allowed the company to average
in excess of $24.0 million of availability under its revolving
credit facility in the second quarter of 2003."

Founded in 1891, Cone Mills Corporation, headquartered in
Greensboro, NC, is the world's largest producer of denim fabrics
and one of the largest commission printer of home furnishings
fabrics in North America. Manufacturing facilities are located in
North Carolina and South Carolina, with a joint venture plant in
Coahuila Mexico.

As previously reported, Standard & Poor's Ratings Services
affirmed its 'CCC+' long-term corporate credit and senior secured
debt ratings on Cone Mills Corp. The ratings were removed from
CreditWatch, where they were placed on Jan. 24, 2003. The
outlook is negative.

Greensboro, N.C.-based Cone Mills had about $149 million in debt
outstanding at March 30, 2003.


CONSECO INC: Wants Blessing to Sever General Indemnity Agreement
----------------------------------------------------------------
Conseco, Conseco Finance Corp., Conseco Finance Services Corp.,
Zurich American Insurance Company and Fidelity and Deposit Company
of Maryland seek to resolve the treatment of contracts and claims.
By this motion, Conseco seeks the Court's authority to sever a
General Indemnity Agreement and assume a Severed Executory
Contract and an Insurance Policy.

Conseco and Fidelity are parties to a General Indemnity Agreement
dated October 11, 2000, pursuant to which bonds have been issued
periodically.  Zurich, Fidelity and their affiliates filed Proof
of Claim 49672-006868 against Conseco for alleged obligations
related to the Indemnity Agreement for $44,834,771.  The Debtors
objected to the Zurich Claim and Zurich responded.  Zurich asked
the Court for allowance and payment of an administrative expense
claim stating that the Insurance Policy is an executory contract.

Under a stipulation, CNC and CFC agree to sever the Indemnity
Agreement.  CNC assumes its obligations under the CNC Indemnity
Agreement and CNC assumes it obligations related to the Insurance
Policy.  Conseco has met its obligations under the Indemnity
Agreement and the proposed cure amount is, therefore, zero.  The
Zurich Claim is withdrawn. (Conseco Bankruptcy News, Issue No. 28;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


CONSTELLATION BRANDS: Completes Convertible Preferred Offering
--------------------------------------------------------------
Constellation Brands, Inc. (NYSE: STZ), a leading international
producer and marketer of beverage alcohol brands, has completed
its public offerings of Class A common stock and mandatory
convertible preferred stock. Net proceeds of these offerings,
including over-allotment options exercised by the underwriters,
are approximately $427.4 million. The net proceeds will be used
to repay all amounts outstanding under the bridge loans plus
accrued interest and a portion of term loans under the Company's
senior credit facility, all of which were incurred to partially
finance the acquisition of BRL Hardy.

In these offerings, Constellation issued 9,800,000 shares of Class
A common stock at a public offering price of $28.00 per share and
6,820,000 depositary shares at a public offering price of $25.00
per depositary share. These shares include 300,000 shares of Class
A common stock and 820,000 depositary shares issued pursuant to
the underwriters' over-allotment options. The depositary shares
are convertible into shares of Class A common stock at a
conversion rate between 0.7319 and 0.8929 shares, depending on the
then market value of our Class A common stock at the time of
conversion. Each depositary share represents 1/40th of a share of
Constellation's Series A mandatory convertible preferred stock
which is convertible into shares of Constellation's Class A common
stock. The mandatory convertible preferred stock was priced to
yield 5.75% with a conversion premium of 22.0% over the Class A
common stock offering price.

                    Update of Earnings Guidance

The following statements are management's updated diluted earnings
per share expectations both on a comparable basis and a reported
(GAAP) basis for fiscal year ending February 29, 2004 based on the
final share count as a result of the completion of the public
offerings.

       -- Diluted earnings per share on a comparable basis for
          Fiscal 2004 is expected to be within a range of $2.44 to
          $2.51 versus $2.07 for Fiscal 2003.

       -- Diluted earnings per share on a reported basis for Fiscal
          2004 is expected to be within a range of $1.89 to $1.96
          versus $2.19 for Fiscal 2003.

Constellation Brands, Inc. is a leading international producer and
marketer of beverage alcohol brands with a broad portfolio across
the wine, spirits and imported beer categories. The Company is the
largest multi-category supplier of beverage alcohol in the United
States; a leading producer and exporter of wine from Australia and
New Zealand; and both a major producer and independent drinks
wholesaler in the United Kingdom. Well-known brands in
Constellation's portfolio include: Corona Extra, Pacifico, St.
Pauli Girl, Black Velvet, Fleischmann's, Mr. Boston, Estancia,
Simi, Ravenswood, Blackstone, Banrock Station, Hardys, Nobilo,
Alice White, Vendange, Almaden, Arbor Mist, Stowells and
Blackthorn.

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB' rating to beverage alcohol producer
Constellation Brands Inc.'s $1.6 billion senior secured credit
facilities and its $450 million senior unsecured bridge loan.

At the same time, Standard & Poor's affirmed its 'BB' corporate
credit and senior unsecured debt ratings on Constellation Brands,
as well as the 'B+' subordinated debt rating on the company.


CONTINENTAL AIRLINES: Selling Portion of Interest in ExpressJet
---------------------------------------------------------------
Continental Airlines, Inc. (NYSE: CAL) has agreed to sell a
portion of its shares of common stock of ExpressJet Holdings, Inc.
(NYSE: XJT) to ExpressJet, thereby reducing its ownership of
ExpressJet by approximately 8 percent. Continental also announced
that, due to current market conditions, it has terminated its
recently announced offer to sell 5 million shares of ExpressJet's
common stock as selling stockholder in a registered public
offering.

ExpressJet separately announced that it has priced its 144A
private offering of $125 million aggregate principal amount of
convertible notes (plus up to an additional $18.75 million of
convertible notes if the initial purchasers of ExpressJet's
convertible notes exercise in full their option to purchase
additional notes).  ExpressJet will use the net proceeds of this
offering to repurchase approximately $122 million of ExpressJet
common stock from Continental Airlines at a discount to the market
price.

With the repurchase of shares by ExpressJet, Continental's
ownership of ExpressJet is expected to fall to approximately 45%
(or 44% if the initial purchasers of ExpressJet's convertible
notes exercise in full their option to purchase additional notes).

Commenting on Continental's termination of its 5 million share
public offering of ExpressJet stock, Jeff Misner, Continental
Airlines' chief financial officer, said, "With our cash balance at
an all-time high, we will wait for a more appropriate opportunity
to reduce our stake beyond the shares that we are selling to
ExpressJet.  As we've said before, we do not intend to remain a
stockholder of ExpressJet over the long term."

Continental continues to review Financial Accounting Standards
Board's Interpretation 46, Consolidation of Variable Interest
Entities, to determine whether the decrease in its ownership
interest of ExpressJet, as a result of its sale of stock to
ExpressJet, will result in Continental's ceasing to consolidate
ExpressJet for accounting purposes.  A discussion of this
Interpretation and its application is contained in Note 4 to the
financial statements in Continental's quarterly report on Form 10-
Q for the quarter ended June 30, 2003.  The primary effects of
deconsolidation on Continental's financial statements would be a
decrease in current assets, primarily due to the elimination of
ExpressJet's cash ($118 million at June 30, 2003), an increase in
assets resulting from the inclusion of Continental's note
receivable from ExpressJet as an asset of Continental, and a
decrease in operating income as a result of the exclusion of
ExpressJet's operating income from Continental's statement of
operations.  This decrease in operating income would be offset in
part by increases in nonoperating income from Continental's equity
in ExpressJet's earnings.  Also, upon deconsolidation, Continental
would no longer record minority interest on either its balance
sheet or income statement.  Under the companies' capacity purchase
agreement, Continental purchases all of ExpressJet's capacity and
is responsible for selling all the seat inventory.  As a result,
after deconsolidation, Continental will continue to record the
related passenger revenue and related expenses, with payments
under the capacity purchase agreement reflected as a separate
operating expense.

Continental Airlines is the world's seventh-largest airline with
2,300 daily departures to 134 domestic and 92 international
destinations. Continental has the broadest global route network of
any U.S. airline, including extensive service throughout the
Americas, Europe and Asia. Continental has hubs serving New York,
Houston, Cleveland and Guam, and carries approximately 41 million
passengers per year on the newest jet fleet among major U.S.
airlines.

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

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

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


COX COMMS: June 30 Working Capital Deficit Narrows to $500 Mill.
----------------------------------------------------------------
Cox Communications, Inc. (NYSE: COX) reported financial results
for the three months ended June 30, 2003.

"Cox Communications is pleased to share results from another
outstanding quarter, marked by operating cash flow growth of 20%,
operating income growth of 68% and revenue growth of 14%," said
Jim Robbins, President and CEO of Cox Communications. "Due to our
consistent OCF growth year to date, which has been positively
impacted by the success we have had with our innovative
productivity initiatives, we have increased historical OCF
guidance to 17% to 18% growth for the full year 2003."

Robbins continued: "Despite the traditionally seasonal nature of
the second quarter, we delivered 237,722 advanced service revenue
generating units and are on track to achieve our guidance of 1.0
to 1.1 million new service net additions for the year. A driving
factor in our success continues to be our bundling strategy. Today
nearly one third of our customers buy multiple services from Cox,
further demonstrating the value of our superior bundle of digital
services, which was confirmed last week when Cox received the
highest honor in J.D. Power and Associates' 2003 Residential Local
Telephone Customer Satisfaction Study," Robbins added. "Cox's
local telephone service ranked the highest in overall customer
satisfaction in the Western Region - strong evidence of our
success in bringing choice in local and long distance telephone
service at a great value to Cox communities."

                     SECOND QUARTER HIGHLIGHTS

During the second quarter of 2003, Cox:

-- Ended the quarter with just under 6.3 million basic video
    customers, up 0.5% from June 30, 2002.

-- Ended the quarter with 10.7 million total RGUs, up 2% for the
    quarter, driven by 6% growth in advanced-service RGUs for the
    quarter. Total RGUs and advanced-service RGUs were up 12% and
    34%, respectively, compared to June 30, 2002.

-- Added 112,452 high-speed Internet customers, ending the quarter
    with 1.7 million high-speed Internet customers, representing
    year-over-year growth of 50%.

-- Added 56,170 Cox Digital Telephone customers, ending the
    quarter with 0.8 million telephone customers, representing
    year-over-year growth of 45%.

-- Achieved Cox Digital Cable net additions of 69,100 customers,
    ending the quarter with 1.9 million digital cable customers.
    Cox Digital Cable is now available to 98% of the homes in Cox's
    service areas with penetration of our basic video customer base
    exceeding 30%.

-- Generated $463.0 million in cash flows from operating
    activities and $125.8 million in free cash flow (cash flows
    from operating activities less capital expenditures).

-- Reduced capital expenditures to $337.2 million for the quarter,
    down 32% from the second quarter of 2002.

                          2003 OUTLOOK

For the full year 2003, Cox expects year-over-year growth in basic
video subscribers of just under 1%. The company expects to add 1.0
million to 1.1 million advanced-service RGUs in 2003 driven by
bundled offerings, excellent customer service and increased
product availability. Cox expects to achieve revenue growth of 14%
to 15%. Cox is increasing its guidance on operating cash flow
(operating income before depreciation and amortization and gains
or losses on the sale of cable systems) growth to 17% to 18% (16%
to 17% excluding the impact of the $9.8 million one-time charge
taken in 2002 related to the continuation of Excite@Home high-
speed Internet service). Capital expenditures for the full year
are now anticipated to be $1.5 billion, which is below the
previously announced expectation of $1.6 billion. In addition, Cox
expects to be free cash flow positive for the full year 2003.

                         OPERATING RESULTS

Three months ended June 30, 2003 compared with three months ended
June 30, 2002

Total revenues for the second quarter of 2003 were $1.4 billion,
an increase of 14% over the second quarter of 2002. This was
primarily due to increased customers for advanced services
(including digital cable, high-speed Internet access and
telephony), higher basic cable rates and a $5 price increase on
monthly high-speed Internet access adopted in certain markets in
the fourth quarter of 2002 and in most of Cox's remaining markets
in the first quarter of 2003. Also contributing to the increase
was an increase in commercial broadband customers.

Cost of services, which includes programming costs, other direct
costs and field service costs, was $594.9 million for the second
quarter of 2003, an increase of 14% over the same period in 2002.
Programming costs increased 10% to $291.5 million, reflecting rate
increases and customer growth. Other cost of services increased
17% to $303.4 million, reflecting 1.2 million in net additions of
basic and advanced-service RGUs over the last twelve months, as
well as increased labor costs due to the transition from upgrade
construction and new product launches to maintenance and related
customer costs directly associated with the growth of new
customers.

Selling, general and administrative expenses were $296.9 million
for the second quarter of 2003, an increase of 6% over the
comparable period in 2002. This was due to an 8% increase in
general and administrative expenses primarily related to increased
salaries and benefits and increased headcount and a 1% net
increase in marketing expense primarily due to an increase related
to the promotion of new services and bundling alternatives,
partially offset by a decrease in costs associated with Cox Media,
Cox's advertising business.

Operating income increased 68% to $168.3 million for the second
quarter of 2003, and operating cash flow increased 20% to $532.1
million. Operating income margin (operating income as a percentage
of revenues) for the second quarter of 2003 was 12%, and operating
cash flow margin (operating cash flow as a percentage of revenues)
for the second quarter of 2003 was 37%.

Depreciation and amortization increased to $364.3 million from
$337.7 million in the second quarter of 2002. This was due to an
increase in depreciation from Cox's continuing investment in its
broadband network in order to deliver additional programming and
services.

For the second quarter of 2003, Cox recorded a $24.2 million pre-
tax loss on derivative instruments primarily resulting from the
change in the fair value of certain derivative instruments
embedded in Cox's zero-coupon debt that is indexed to shares of
Sprint PCS common stock that Cox owns.

Net gain on investments of $124.1 million for the second quarter
of 2003 was primarily due to a $97.2 million pre-tax gain on the
sale of 32.9 million shares of Sprint PCS common stock and a $27.1
million pre-tax gain as a result of the change in market value of
Cox's investment in Sprint PCS common stock classified as trading.
The net loss on investments for the comparable period in 2002 was
primarily due to a $113.5 million pre-tax loss as a result of the
change in market value of Cox's investment in Sprint PCS common
stock classified as trading and a $677.4 million decline in the
fair value of certain investments, primarily Sprint PCS,
considered to be other than temporary.

Net income for the current quarter was $117.7 million compared to
a net loss of $516.2 million for the second quarter of 2002.

             Six months ended June 30, 2003 compared
               with six months ended June 30, 2002

Total revenues for the six months ended June 30, 2003 were $2.8
billion, an increase of 15% over the six months ended June 30,
2002. This was primarily due to increased customers for advanced
services (including digital cable, high-speed Internet access and
telephony), higher basic cable rates and a $5 price increase on
monthly high-speed Internet access adopted in certain markets in
the fourth quarter of 2002 and in most of Cox's remaining markets
in the first quarter of 2003. Also contributing to the increase
was an increase in commercial broadband customers.

Cost of services was $1.2 billion for the six months ended June
30, 2003, an increase of 14% over the same period in 2002.
Programming costs increased 12% to $586.1 million, reflecting rate
increases and customer growth. Other cost of services increased
17% to $592.5 million, reflecting 1.2 million in net additions of
basic and advanced-service RGUs over the last twelve months, as
well as increased labor costs due to the transition from upgrade
construction and new product launches to maintenance and related
customer costs directly associated with the growth of new
customers.

Selling, general and administrative expenses were $600.1 million
for the six months ended June 30, 2003, an increase of 8% over the
comparable period in 2002. This was due to an 11% increase in
general and administrative expenses primarily related to increased
salaries and benefits and increased headcount, partially offset by
a 2% decrease in marketing expense primarily due to a decrease in
costs associated with Cox Media, Cox's advertising business.

Operating income increased 58% to $263.4 million for the six
months ended June 30, 2003, and operating cash flow increased 21%
to $1.0 billion, reflecting the one-time non-recurring charge of
$9.8 million in the first quarter of 2002 related to the
continuation of Excite@Home high-speed Internet service. Excluding
this charge, operating cash flow increased 20% compared to the six
months ended June 30, 2002. Operating income margin (operating
income as a percentage of revenues) for the six months ended June
30, 2003 was 9%, and operating cash flow margin (operating cash
flow as a percentage of revenues) for the six months ended June
30, 2003 was 36%.

Depreciation and amortization increased to $748.6 million from
$663.5 million in the six months ended June 30, 2002. This was due
to an increase in amortization resulting from a non-cash
impairment charge of $25.0 million recognized in the first
quarter, upon completion of Cox's annual impairment test of
franchise value in accordance with Statement of Financial
Accounting Standards (SFAS) No. 142, and an increase in
depreciation from Cox's continuing investment in its broadband
network in order to deliver additional programming and services.

For the six months ended June 30, 2003, Cox recorded a $26.7
million pre-tax loss on derivative instruments primarily due to a
$4.4 million pre-tax loss resulting from the change in the fair
value of Cox's net settleable warrants and a $22.9 million pre-tax
loss resulting from the change in the fair value of certain
derivative instruments embedded in Cox's zero-coupon debt that is
indexed to shares of Sprint PCS common stock that Cox owns.

Net gain on investments of $122.4 million for the six months ended
June 30, 2003 was primarily due to a $97.2 million pre-tax gain on
the sale of 32.9 million shares of Sprint PCS common stock and a
$27.1 million pre-tax gain as a result of the change in market
value of Cox's investment in Sprint PCS common stock classified as
trading. The net loss on investments for the comparable period in
2002 was primarily due to a $170.4 million pre-tax loss related to
the sale of 23.9 million shares of AT&T Wireless common stock, a
$388.8 million pre-tax loss as a result of the change in market
value of Cox's investment in Sprint PCS common stock classified as
trading and a $677.4 million decline in the fair value of certain
investments, primarily Sprint PCS, considered to be other than
temporary.

Net income for the six months ended June 30, 2003 was $88.5
million compared to a net loss of $380.6 million for the six
months ended June 30, 2002.

                   LIQUIDITY AND CAPITAL RESOURCES

Cox has included Consolidated Statements of Cash Flows for the six
months ended June 30, 2003 and 2002 as a means of providing more
detail regarding the liquidity and capital resources discussion
below. In addition, Cox has included a calculation of free cash
flow in the Summary of Operating Statistics to provide additional
detail regarding a measure of liquidity that Cox believes will be
useful to investors in evaluating Cox's financial performance. For
further details, please refer to the Summary of Operating
Statistics and discussion under the heading of Use of Operating
Cash Flow and Free Cash Flow.

Significant sources of cash for the six months ended June 30, 2003
consisted of the following:

-- the sale of 32.9 million shares of Sprint PCS common stock for
    net proceeds of approximately $161.7 million;

-- the net issuance of approximately $110.0 million of commercial
    paper;

-- the issuance of 4.625% senior notes, which mature in June 2013,
    for net proceeds of approximately $596.2 million; and

-- the generation of net cash provided by operating activities of
    approximately $818.9 million.

Significant uses of cash for the six months ended June 30, 2003
consisted of the following:

-- the repurchase of $422.7 million aggregate principal amount at
    maturity of Cox's convertible senior notes due 2021 that had
    been properly tendered and not withdrawn, for aggregate cash
    consideration of $304.2 million, which represented the accreted
    value of the repurchased notes;

-- the repurchase of $1.3 billion aggregate principal amount of
    Cox's exchangeable subordinated debentures due 2029 (the
    PRIZES) and $274.9 million aggregate principal amount of Cox's
    exchangeable subordinated debentures due 2030 (the Premium
    PHONES) that had been properly tendered and not withdrawn
    pursuant to Cox's offer to purchase any and all PRIZES and
    Premium PHONES, for aggregate cash consideration of $751.9
    million; and

-- capital expenditures of $662.9 million. Please refer to the
    Summary of Operating Statistics for a break out of capital
    expenditures in accordance with industry guidelines.

At June 30 2003, Cox had approximately $7.0 billion of outstanding
indebtedness (including cumulative derivative adjustments made in
accordance with SFAS No. 133 which reduced reported indebtedness
by approximately $611.2 million).

In June 2003, Cox renewed its 364-day revolving bank credit
facility for a reduced capacity of $900.0 million.

At June 30, 2003, Cox's balance sheet shows that its total current
liabilities exceeded its total current assets by about $500
million.

Cox Communications (NYSE: COX), a Fortune 500 company, is a multi-
service broadband communications company with approximately 6.5
million total customers, including 6.3 basic cable subscribers.
Cox is the nation's fourth-largest cable television provider, and
offers both traditional analog video programming under the Cox
Cable brand as well as advanced digital video programming under
the Cox Digital Cable brand. Cox provides an array of other
communications and entertainment services, including local and
long distance telephone under the Cox Digital Telephone brand;
high-speed Internet access under the brands Cox High Speed
Internet and Cox Express; and commercial voice and data services
via Cox Business Services. Cox is an investor in programming
networks including Discovery Channel. More information about Cox
Communications can be accessed on the Internet at
http://www.cox.com


CWMBS INC: Fitch Takes Rating Actions on Series 1998-21 Notes
-------------------------------------------------------------
Fitch Ratings has taken rating actions on the following CWMBS,
Inc. (Countrywide Home Loans) residential mortgage-backed
certificates:

CWMBS (Countrywide Home Loans, Inc.), mortgage pass-through
certificates, series 1998-21

       -- Class A affirmed at 'AAA';
       -- Class M upgraded to 'AAA' from 'AA';
       -- Class B1 upgraded to 'AAA' from 'A';
       -- Class B2 upgraded to 'AA+' from 'BBB';
       -- Class B3 upgraded to 'BBB+' from 'BB';
       -- Class B4 upgraded to 'BB-' from 'B'.

These rating actions are being taken as a result of delinquencies
and losses, as well as credit support levels.


DELCO REMY: June 30 Net Capital Deficit Balloons to $422 Million
----------------------------------------------------------------
Delco Remy International, Inc., a leading worldwide manufacturer
and remanufacturer of automotive electrical and
drivetrain/powertrain products, announced its financial
performance for the second quarter and six months ended June 30,
2003.

In the second quarter of 2003, the Company reported Net Sales of
$272.1 million and Operating Income of $26.6 million. Compared to
the second quarter of 2002, this represents a sales increase of
$2.2 million, or 0.8 percent, and Operating Income improvement of
$5.1 million, or 23.7 percent.

For the six months ended June 30, 2003, Net Sales of $528.7
million increased $10.0 million, or 1.9 percent, over the
comparable period of 2002. For the first half of 2003, an
Operating Loss of $1.5 million includes a $44.6 million
restructuring charge, compared with Operating Income of $46.0
million in 2002, which included a $4.4 million post-employment
benefit curtailment gain.

At June 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $422 million.

Commenting on these results, Thomas J. Snyder, President and CEO,
stated: "Our second quarter results reflect the solid progress
made by the Company as we begin to reap the benefits of earlier
cost reduction and restructuring actions. Additionally, our sales
growth reflects our competitive wins in the marketplace which have
more than offset the general market softness."

The Company continues to be recognized for its excellence in
customer satisfaction. It has been awarded the 2002 aftermarket
supplier of the year award from Volvo, and was also recognized as
a Platinum level supplier for Freightliner.

                     Performance Highlights:

Sales in the second quarter of 2003 increased, as compared to the
prior year, primarily due to new business awards in the OE and
Electrical Aftermarket Business, which more than offset lower
industry volume. For the six months ended June 30, 2003, sales
increased, as compared to the prior year, due to volume growth in
the light and heavy duty sectors and higher sales in Europe
reflecting incremental business awards and the favorable impact of
foreign currency exchange.

Gross Profit increased 17.5 percent, or $7.6 million, from the
prior quarter and 10.8 percent, or $5.0 million, over the prior
year due to the benefits of tight cost control and the impact of
the global capacity program to consolidate production facilities.
These benefits more than offset the adverse effects of new program
launches and an unfavorable product mix, particularly in the
Aftermarket Business.

Cash used in operating activities was $28.2 million in the first
six months of 2003. This was driven primarily by the build-up of
inventory to facilitate the global capacity program and the
seasonal increase in working capital attributable to higher
receivables and increased aftermarket inventory.

                             Other Items:

Commenting on the outlook for the third quarter, Snyder said,
"Based on the current OE production schedule and aftermarket order
patterns, we expect that the third quarter 2003 sales and
operating performance will be similar to the second quarter of
2003 and will reflect significant continued year over year
improvement. We also expect our inventory to decrease in the third
quarter due to the reduction of the transitional inventory build
that was required for the global capacity program."

Delco Remy International, Inc., headquartered in Anderson,
Indiana, is a leading designer, manufacturer, remanufacturer and
distributor of electrical, drivetrain/powertrain and related
products and core exchange service for automobiles and light
trucks, medium- and heavy-duty trucks and other heavy- duty off-
road and industrial applications. It was formed in 1994 as a
partial divestiture by General Motors Corporation of the former
Delco Remy division, which traces its roots to Remy Electric,
founded in 1896.


DELTA AIR LINES: S&P Assigns B Rating to Proposed 10% Sr. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Delta Air Lines Inc.'s (BB-/Negative/--) proposed $683.5 million
10% senior notes due 2008, being offered in exchange for two
outstanding senior note issues.

"The rating on the new notes, which are senior unsecured
obligations, is two notches lower than Delta's corporate credit
rating because the large amount of secured debt and leases in the
company's capital structure places senior unsecured creditors in
an effectively subordinated position," said Standard & Poor's
credit analyst Philip Baggaley. "The notes, issued under Rule
144a, with registration rights, are being offered in exchange for
the $300 million 6.65% medium-term notes, series C, due 2004
(along with cash) and for the $500 million 7.7% senior notes due
2005; Delta is undertaking the exchange to extend its debt
maturities, and the consideration being offered would fully repay
principal of the outstanding notes," the credit analyst continued.

The ratings on Delta Air Lines Inc., the third-largest airline in
the U.S., reflect financial damage from substantial losses over
the past two years, a heavy debt and lease burden, and ongoing
risks associated with the company's participation in the cyclical
and price-competitive airline industry. Positive factors are the
company's solid market position in the U.S. domestic and trans-
Atlantic markets and the work rule flexibility and productivity
made possible by a mostly nonunion work force (only the pilots,
among major employee groups, are organized). Delta, like other
large airlines, has announced capacity cuts and expense reductions
in response to the adverse revenue outlook, most recently a
program intended to lower cost per available seat mile 15% by the
end of 2005. It is in the early stages of discussions with its
pilots, who have agreed to consider contract changes, regarding
concessions to reduce labor costs. These talks, which are expected
to be difficult and lengthy, will be important in Delta's plans to
reduce its relatively high operating costs. Other employees are
not unionized, so the company has greater flexibility to change
compensation and has revised the pension plans of noncontract
employees to narrow a substantial pension-funding gap.

Ratings could be lowered if the nascent revenue recovery in the
U.S. airline industry falters, causing renewed substantial losses,
or if Delta's ambitious cost-cutting initiatives do not progress.


DOANE PET CARE: Reports $3 Million in Net Loss for 2nd Quarter
--------------------------------------------------------------
Doane Pet Care Company reported results for its second quarter and
six months ended June 28, 2003 and updated its outlook for the
balance of fiscal 2003.

                          Quarterly Results

For the three months ended June 28, 2003, the Company's net sales
increased 14.8% (9.2% excluding the positive impact of the foreign
currency exchange rate) to $234.5 million from $204.3 million
recorded in the quarter ended June 29, 2002. The 2003 second
quarter sales increase was primarily due to sales volume from new
business awarded in 2002 and the favorable currency exchange rate
between the dollar and the Euro.

The Company reported a net loss of $3.4 million for its 2003
second quarter compared to net income of $5.2 million for the 2002
second quarter. The positive impact on performance from higher
sales volume was offset by higher commodity and natural gas costs.
Second quarter 2003 net income (loss) was also impacted by SFAS
133 fair value accounting for the Company's commodity derivative
instruments, which resulted in a $4.0 million period- over-period
unfavorable impact on operating results.

Net cash provided by operating activities was $14.6 million for
the 2003 second quarter compared to $20.2 million for the 2002
second quarter. This decrease was primarily due to the decline in
net income (loss) as a result of higher commodity and natural gas
costs, partially offset by a favorable change in working capital.

The Company believes cash flows from operating activities is the
most directly comparable GAAP financial measure to the non-GAAP
Adjusted EBITDA liquidity measure typically reported in its
earnings releases. The calculation of Adjusted EBITDA is explained
below in the section titled "Adjusted EBITDA Supplemental
Information."

Adjusted EBITDA was $19.0 million in the 2003 second quarter
compared to $24.4 million recorded in the 2002 second quarter
primarily due to higher commodity and natural gas costs, as
discussed above.

Doug Cahill, the Company's President and CEO, said, "Our global
team exceeded our expectations in meeting our operational, service
and cost containment objectives in the 2003 second quarter and we
continued to post solid top line growth. Unfortunately, bottom
line performance was impacted by higher commodity costs."

                        Year to Date Results

For the six months ended June 28, 2003, the Company's net sales
increased 16.5% (11.3% excluding the positive impact of the
foreign currency exchange rate) to $494.4 million from $424.4
million recorded in the six months ended June 29, 2002. The year
to date 2003 sales increase was primarily due to sales volume from
new business awarded in 2002 and the favorable currency exchange
rate between the dollar and the Euro.

The Company reported a net loss of $11.3 million for the first six
months of 2003 compared to net income of $13.7 million for the
2002 six month period. The positive benefit on performance from
higher sales volume in the 2003 six month period was offset by
higher commodity and natural gas costs. The 2003 six month period
also included an $11.1 million non-cash charge associated with the
Company's debt refinancing completed during the first quarter of
2003. In addition, year to date 2003 net income (loss) was
impacted by SFAS 133 fair value accounting for the Company's
commodity derivative instruments, which resulted in a $10.3
million period-over-period unfavorable impact on operating
results.

Net cash provided by operating activities was $14.7 million for
the 2003 six month period compared to $58.7 million for the 2002
six month period. This decrease was primarily due to an
unfavorable change in working capital and the impact of higher
commodity and natural gas costs on net income (loss). The
unfavorable change in working capital was primarily due to higher
sales activity in the 2003 period, an $8.3 million interest
payment in the 2003 period on the sponsor facility that was repaid
in full with proceeds from the senior note offering in the first
quarter of 2003 and an unusually favorable change in working
capital in the 2002 period.

Adjusted EBITDA was $44.8 million in the first six months of 2003
compared to $50.9 million recorded in the first six months of
2002. Higher sales volume in the 2003 period was offset by higher
commodity and natural gas costs, as discussed above.

                      2003 Outlook and Guidance

Cahill continued, "Our ability to convert top line growth to the
same level of earnings growth has been hampered by the higher
commodity environment resulting from last year's drought. We
anticipate this higher cost trend will continue through the third
quarter of this year. Looking forward, we are cautiously
optimistic that commodity prices will decline because the growing
conditions in the U.S. for corn, soybeans and wheat are ideal thus
far this season."

The Company said that it anticipates net sales growth in the range
of 11% to 12% for the full year 2003. The Company also said that
it expects the full year 2003 Adjusted EBITDA to be at the lower
end of its previously forecasted range of $95 million to $105
million based upon the outlook for commodity prices.

The Company said it expects the comparable GAAP financial measure,
cash flows from operating activities, to range between $14.7
million and $56.2 million for fiscal 2003. Cash flows from
operating activities is difficult to project with more precision
because of the potential volatility in commodity prices and the
resulting impact on cash margin requirements for financial
derivatives used to hedge certain commodities. This fact, combined
with the possible temporary variability in the timing of cash
receipts and disbursements, can have a significant impact on net
working capital levels on any particular day and thus, cash flows
from operating activities for the relevant period. For the full
year 2003, the Company believes that net changes in working
capital, which are reflected as changes in current assets and
liabilities in the Adjusted EBITDA reconciliation table below,
could vary from a positive $15 million on the high end to a
negative $15 million on the low end due to the uncertainties
described above.

In connection with the Company's outlook for full year 2003
Adjusted EBITDA, the Company assumed higher commodity and natural
gas costs in fiscal 2003 over 2002 and an increase in employee
related costs and distribution expenses, partially offset by the
impact of increased sales volume, improved operating efficiencies
at the Company's manufacturing plants and continued Project Focus
initiatives. In addition to the possible temporary variability in
working capital as described above in the Company's outlook for
cash flows from operating activities, the Company also assumed
cash income taxes of approximately $2 million, and a variability
in cash interest expense due to a portion of the Company's debt
being subject to variable interest rates and a portion of the
Company's debt being Euro-denominated debt and impacted by
fluctuations in foreign currency exchange rates.

See the Adjusted EBITDA reconciliation table below for a
reconciliation of the Company's outlook for full year 2003
Adjusted EBITDA to the outlook for full year 2003 cash flows from
operating activities.

Doane Pet Care Company, based in Brentwood, Tennessee, is the
largest manufacturer of private label pet food and the second
largest manufacturer of dry pet food overall in the United States.
The Company sells to over 600 customers around the world and
serves many of the top pet food retailers in the United States,
Europe and Japan. The Company offers its customers a full range of
pet food products for both dogs and cats, including dry, semi-
moist, wet, treats and dog biscuits. For more information about
the Company, including its SEC filings and past press releases,
please visit http://www.doanepetcare.com

As reported in Troubled Company Reporter's April 2, 2003 edition,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and senior secured debt ratings on pet food manufacturer
Doane Pet Care Co. The 'B-' subordinated debt rating on the
company was also affirmed. These ratings have been removed from
CreditWatch, where they were placed on April 3,
2002.

At the same time, Standard & Poor's affirmed Doane's 'B-' senior
unsecured debt rating, which was not on CreditWatch.

The outlook is negative.


ENERGY WEST: Credit Agreement Further Extended Until August 29
--------------------------------------------------------------
Energy West, Incorporated (Nasdaq: EWST), a natural gas, propane
and energy marketing company serving the Rocky Mountain states,
has agreed with Wells Fargo Bank Montana, N.A., on an additional
extension of its credit facility through August 29, 2003.

The Wells Fargo credit facility was originally scheduled to expire
on May 1, 2003 and previously was extended through July 31, 2003.
Under the terms of the new extension, Energy West will have
approximately $6.1 million in borrowing capacity through the end
of the extension period, substantially all of which has been
utilized.  The new extension also provides that Energy West will
be allowed to defer repayment of any amounts drawn on outstanding
letters of credit until the end of the extension period.  Energy
West currently has approximately $4.4 million in letters of credit
outstanding under the credit facility, but under the terms of the
extension no new letters of credit will be issued.

The current extension of the Wells Fargo credit facility gives
Energy West additional time to seek replacement credit facilities
from new lenders.  There is no assurance that Energy West will be
able to obtain a commitment from a replacement lender or negotiate
any further extension with Wells Fargo.

Energy West believes that its ability to defer repayment of
amounts drawn on the outstanding letters of credit, combined with
its cash on hand, cash generated from operations and cost-saving
measures previously implemented, will be sufficient to provide
funding for Energy West's operations through the extension period
ending August 29.

As previously reported in Troubled Company Reporter, Energy West
retained D.A. Davidson & Co. and DAMG Capital as financial
advisers to advise the Company in connection with the Company's
financing needs and capital structure. Among other things, D.A.
Davidson and DAMG Capital are assisting the Company in
negotiations with its bank lender, Wells Fargo Bank Montana, N.A.,
concerning a restructuring and extension of the Company's credit
facility for a longer period. The Company's advisers are also
assisting the Company in its efforts to secure a replacement
credit facility and establish a capital structure to meet the
Company's long-term needs.

Energy West also announced the settlement of the lawsuit between
its subsidiary, Energy West Resources, Inc. and PPL Montana, LLC,
for a total of $3.2 million. After allowing for reserves
previously charged to income, and reversal and forfeiture of
accrued but previously deferred management bonuses, for financial
reporting purposes the impact of the settlement will be a
reduction of the Company's consolidated pre-tax income of
approximately $170,000 for Fiscal Year 2003.

Energy West's March 31, 2003 balance sheet shows that its total
current liabilities exceeded its total current assets by about
$2.4 million.


EPOCH: Fitch Downgrades Note Ratings from Three Transactions
------------------------------------------------------------
Fitch Ratings has downgraded fifteen classes from EPOCH 2000-1
Ltd., EPOCH 2001-1 Ltd., and EPOCH 2001-2, Ltd. Each transaction
is a credit default swap referencing a portfolio of predominantly
senior unsecured bonds.

The following classes of notes have been downgraded:

                       EPOCH 2000-1, Ltd.

      -- Class I secured floating-rate notes to 'BBB' from 'A-';
      -- Class II secured floating-rate notes to 'BB' from 'BBB+';
      -- Class III secured floating-rate notes to 'B' from 'BBB-';
      -- Class IV secured floating-rate notes to 'CC' from 'CCC-';
      -- Class V secured floating-rate notes to 'C' from 'CC'.

                       EPOCH 2001-1, Ltd.

      -- Class I secured floating-rate notes to 'AA' from 'AAA';
      -- Class II secured floating-rate notes to 'A' from 'AA-';
      -- Class III secured floating-rate notes to 'BB' from 'BBB-';
      -- Class IV secured floating-rate notes to 'CC' from 'CCC+'.

                       EPOCH 2001-2, Ltd.

      -- Class I secured floating-rate notes to 'AA' from 'AAA';
      -- Class II secured floating-rate notes to 'A' from 'AA';
      -- Class III secured floating-rate notes to 'BBB' from 'A';
      -- Class IV-A secured floating-rate notes to 'B-' from 'B';
      -- Class IV-B secured floating-rate notes to 'B-' from 'B';
      -- Class V secured floating-rate notes to 'CCC-' from 'CCC+'.

In conjunction with these actions, the class I, II, III, IV and V
notes from EPOCH 2000-1, as well as the class II, III and IV notes
from EPOCH 2001-1 have been removed from Rating Watch Negative.

EPOCH 2000-1, Limited, was created to enter into a partially
funded credit default swap referencing an equally weighted, $2.5
billion portfolio of 250 predominantly senior unsecured bonds.
These actions are being taken as a result of further credit
deterioration in the portfolio and the notes' exposure to British
Energy and Southern Energy, Inc. (now Mirant Corp.). This will
result in higher than expected credit protection payments and a
diminished level of credit enhancement for senior tranches of the
notes.

EPOCH 2001-1, Limited, was created to enter into a partially
funded credit default swap referencing an equally weighted, $1
billion portfolio of 100 predominantly senior unsecured bonds.
These actions are being taken as a result of further credit
deterioration in the portfolio and the notes' exposure to Mirant
Corp. This will result in higher than expected credit protection
payments and a diminished level of credit enhancement for senior
tranches of the notes.

EPOCH 2001-2, Limited, was created to enter into a partially
funded credit default swap referencing an equally weighted, $1.6
billion portfolio of 100 predominantly senior unsecured bonds.
These actions are being taken as a result of further credit
deterioration in the portfolio and the notes' exposure to Mirant
Corp.  This will result in higher than expected credit protection
payments and a diminished level of credit enhancement for senior
tranches of the notes.

Fitch will continue to monitor these transactions.


ETHYL CORP: Completes Exchange Offer for 8-7/8% Senior Notes
------------------------------------------------------------
Ethyl Corporation (NYSE:EY) has completed its offer to exchange
$1,000 principal amount of its 8-7/8% Senior Notes due 2010, which
have been registered under the Securities Act of 1933, as amended,
for each $1,000 principal amount of its outstanding 8-7/8% Senior
Notes due 2010. The exchange offer expired as scheduled at 5:00
p.m., New York City time, on Monday, July 28, 2003. The company
has accepted tender of unregistered notes from holders of
$150,000,000, or 100%, of the $150,000,000 outstanding principal
amount.

Ethyl Corporation (S&P, B+ Corporate Credit Rating, Stable)
develops, manufactures, blends, and delivers chemical additives
that enhance the performance of petroleum products. From custom-
formulated chemical blends to market-general additive components,
Ethyl provides the world with the technology to make fuels burn
cleaner, engines run smoother and machines last longer.


FEDERAL-MOGUL: Has Until October 1 to Move Actions to Del. Court
----------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates obtained
second extension of their Removal Period. U.S. Bankruptcy Court
Judge Newsome gave the Debtors until October 1, 2003, to determine
which civil actions pending as of the Petition Date they will
remove and transfer, if any, to the District Court in accordance
with Section 1452 of 28 U.S.C. and Rules 9006 and 9027 of the
Federal Rules of Bankruptcy Procedure. (Federal-Mogul Bankruptcy
News, Issue No. 40; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


FLEMING: Will Present C&S Agreement to Court at August 4 Hearing
----------------------------------------------------------------
Fleming Companies, Inc. has received no qualifying bids to compete
with the offer submitted by C&S Wholesale Grocery to acquire
Fleming's wholesale grocery business. As a result, no auction will
be held. The company will seek approval of the C&S asset purchase
agreement by the U.S. Bankruptcy Court in Delaware during the
hearing scheduled for August 4, 2003.

Fleming (OTC Pink Sheets: FLMIQ) is a supplier of consumer package
goods to independent supermarkets, convenience-oriented retailers
and other retail formats around the country. To learn more about
Fleming, visit the company's Web site at http://www.fleming.com

Fleming and its operating subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the U.S. Bankruptcy Code on
April 1, 2003. The filings were made in the U.S. Bankruptcy Court
in Wilmington, Delaware. Fleming's court filings are available via
the court's Web site at http://www.deb.uscourts.gov


FLEMING COMPANIES: Hires Food Partners for Financial Advice
-----------------------------------------------------------
The Food Partners LLC is an investment banking firm with
expertise in the food industry.  Food Partners services parties
in various segments of the food chain, merger, acquisition and
divestiture services, private placement of debt and equity
capital, financial restructuring, strategic advisory and loan
portfolio services.  According to Scotta E. McFarland, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C., Food
Partners has rendered services to the Fleming Debtors since
September 2002 in connection with the Debtors' divestiture
efforts. Accordingly, Food Partners became familiar with the
Debtors' operations.

In the context of their restructuring, the Debtors sought and
obtained Court's permission to engage Food Partners to provide
retail grocery financial and strategic advisory services.  The
Debtors need Food Partners to advise them in connection with
possible sales of their price-impact retail grocery stores.
Specifically, the Debtors want Food Partners to:

     (a) advise and assist them in developing strategy for
         accomplishing possible sale transactions;

     (b) advise them in the development of a list of prospective
         buyers after considering the qualitative characteristics
         of these parties and evaluating each party against the
         Debtors' strategic and financial objectives.  Food
         Partners will assess the Debtors' strategies for
         approaching each prospective Buyer.  No party will be
         contacted by Food Partners without the Debtors' prior
         approval and without Food Partners causing the third-party
         to execute a Confidentiality Agreement;

     (c) prepare, with their approval, confidential descriptive
         memoranda for distribution to prospective Buyers selected
         by the Debtors, describing select information pertaining
         to the Store Assets;

     (d) facilitate and respond to questions raised by prospective
         Buyers;

     (e) coordinate among their various entities and divisions,
         distribution centers and other personnel;

     (f) assist them in negotiating and executing all agreements
         with prospective Buyers;

     (g) advise them and act as their representative in the course
         of negotiating sale transactions with prospective Buyers;
         and

     (h) assist them in closing the transactions.

Ms. McFarland relates that Food Partners' engagement will run
from May 9, 2003 until December 31, 2003.  However, Food Partners'
engagement may be terminated by either party any time, with or
without cause, upon written notice.

The financial and strategic advisory services that Food Partners
will provide to the Debtors are necessary to enable them to
maximize the value of their estates and to reorganize
successfully, Ms. McFarland says.

As compensation for its services, the Debtors will pay Food
Partners a success fee equal to 1% of the total amount of
consideration paid to the Debtors by a Buyer for the divested
Store Assets.  The Success Fee will be paid to Food Partners in
readily available funds on the day the Transaction closes.  The
Debtors will also reimburse the firm on a monthly basis for all
reasonable documented expenses incurred in connection with a
Transaction.

Food Partners principal Matthew S. Morris discloses that
postpetition, Food Partners received no compensation for its
services.  But during the one-year period before the Petition
Date, Food Partners received compensation for assisting the
Debtors with the sale of 28 retail grocery stores in California,
Wisconsin, Texas and Utah.  Through these transactions, Mr.
Morris says, the Debtors received cash consideration and removed
liabilities from their balance sheets aggregating $130,500,000.
The Debtors also executed five-year supply agreements with
retailer-customers, which contained an estimated $280,000,000 in
annual purchase requirements.  For these services, Food Partners
received $1,800,000 in total compensation.

Mr. Morris assures Judge Walrath that Food Partners holds no
interest adverse to the Debtors and their estates, creditors or
equity security holders.  The firm has no connection with the
Debtors, their creditors or their related parties.  Food Partners
is a "disinterested person" within the meaning of Section 101(14)
of the Bankruptcy Code, Mr. Morris attests. (Fleming Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


FLEXTRONICS: Commences Convertible Subordinated Debt Offering
-------------------------------------------------------------
Flextronics International Ltd. (Nasdaq: FLEX) intends to raise,
subject to market and other conditions, a total of $500 million
through a private offering of Convertible Subordinated Notes due
2010.  Flextronics expects to grant the initial purchasers an
option to purchase up to an additional $30 million principal
amount of the notes.  The notes will be convertible into
Flextronics ordinary shares.  Upon conversion, Flextronics will
have the right to deliver cash (or a combination of cash and
ordinary shares) in lieu of ordinary shares.  The offering will be
made only to qualified institutional buyers in accordance with
Rule 144A under the Securities Act of 1933.

The company intends to use the net proceeds of the offering to
repurchase outstanding senior subordinated notes and for general
corporate purposes.

The notes to be offered and the ordinary share issuable upon
conversion of the notes have not been registered under the
Securities Act of 1933, as amended, or any state securities laws,
and unless so registered, may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act and applicable state securities laws.

Headquartered in Singapore, Flextronics is the leading Electronics
Manufacturing Services provider focused on delivering operational
services to technology companies. With fiscal year 2003 revenues
of $13.4 billion, Flextronics is a major global operating company
with design, engineering, manufacturing, and logistics operations
in 29 countries and five continents. This global presence allows
for manufacturing excellence through a network of facilities
situated in key markets and geographies that provide its customers
with the resources, technology, and capacity to optimize their
operations. Flextronics' ability to provide end-to-end operational
services that include innovative product design, test solutions,
manufacturing, IT expertise, network services, and logistics has
established the Company as the leading EMS provider. For more
information, visit http://www.flextronics.com

As reported in Troubled Company Reporter's May 6, 2003 edition,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Flextronics International Ltd.'s new $400 million senior
subordinated notes issue due 2013.

At the same time, Standard & Poor's affirmed its 'BB+' corporate
credit rating and its other ratings on Flextronics. The outlook
remains stable.


GLIMCHER REALTY: Second Quarter Net Loss Stands at $4 Million
-------------------------------------------------------------
Glimcher Realty Trust, (NYSE: GRT), one of the country's premier
retail REITs, reported results for its second quarter and six
months ended June 30, 2003 consistent with the revised guidance
issued by the Company on July 10, 2003. Funds From Operations was
$9.8 million for the second quarter and $31.0 million for the
first six months of 2003. FFO was $20.1 million and $40.0 million
for the comparable quarter and six months of 2002. FFO is an
industry standard for evaluating operating performance defined as
net income, plus real restate depreciation, less gains or losses
from sales of depreciable property, discontinued operations,
extraordinary items and the cumulative effect of accounting
changes.

Revenues in the quarter increased 16% to $70.8 million from $61.0
million in the second quarter of 2002 due to the inclusion of
revenues for five malls reported as joint ventures in the second
quarter of 2002. This revenue gain was partially offset by
decreased community center revenues due to asset sales and anchor
tenant bankruptcies, and reduced revenue from tenant
reimbursements.

Additional bad debt reserves of $7.9 million or $0.21 per diluted
common share were recorded in the second quarter for prior years'
estimated recoveries of common area maintenance, taxes and
insurance and for other past due receivables owed by bankrupt
companies or other troubled tenants.

"Although the quarter was a difficult one for us, we have
addressed the causes and are enhancing processes and making
changes in personnel and procedures to help prevent a reoccurrence
of these issues" said Michael P. Glimcher, President. "With the
resolution of these issues, we can now refocus our efforts on
generating growth in FFO."

                Second Quarter Additional Reserves

In the second quarter the Company recorded additional reserves for
bad debts of $7.9 million. Included in the additional reserves is
$4.6 million attributable to 2002 and 2001 estimated recoveries
for CAM, taxes, and insurance at the Company's regional malls and
community shopping centers. The determination of the recoveries of
these expenses for prior years, and any required reserves, was
completed in the second quarter as part of the annual calculation
of final recovery billings for each tenant and had no impact on
the Company's cash flow.

The remaining $3.3 million relates to past due receivables owed by
bankrupt companies or other troubled tenants. The Company's policy
is to record a regular provision for credit losses each quarter
and assess the adequacy of the total reserve based on our
historical collection and write-off experience and the current
state of the retail sector. During the second quarter of 2003
Kmart announced the proposed settlement of unsecured claims in
connection with their emergence from bankruptcy in April. The
Company adjusted its allowance for bad debts attributable to Kmart
receivables as well as its reserve for several other bankrupt
companies and troubled tenants.

                Second Quarter and Year to Date Results

For the second quarter ended June 30, 2003, the Company reported
FFO of $9.8 million, compared with $20.1 million for the second
quarter of 2002. Net income available to common shareholders was a
loss of $3.9 million for the quarter as compared to net income
available to common shareholders of $3.1 million for the
comparable quarter in 2002.

Revenues in the quarter increased 16% to $70.8 million from the
comparable period in 2002 primarily due to the inclusion of $13.0
million of revenues for five malls reported as joint ventures in
the second quarter of 2002, offset by declining community center
revenues of $569,000 due to asset sales and anchor tenant
bankruptcies.

The decline in quarterly FFO per diluted common share and earnings
per diluted common share on a year over year basis is attributable
to the additional bad debt reserves, a $0.05 per diluted common
share reduction in revenue from tenant reimbursements to adjust
2003 estimated recoveries of property operating expenses to 2002
actual recovery percentages, a $0.01 per diluted common share
charge for the early extinguishment of a mortgage on Lloyd Center
and dilution resulting from stock option exercises in the second
quarter. At June 30, 2003 the Company's debt to market
capitalization was 53.5% as compared to 57.9% at December 31,
2002.

Comparable mall store occupancy at June 30, 2003 increased to
89.9% from 86.8% at June 30, 2002, and comparable mall store
average rents decreased to $23.13 per square foot from $23.25 per
square foot, respectively. The Company realized declines during
the quarter in same store revenue and net operating income of 1.1%
and 1.8%, respectively, in the regional mall portfolio due
primarily to the anchor vacancies.

For the six months ended June 30, 2003 and 2002, FFO was $31.0
million and $40.0 million, respectively. The Company reported a
loss of $1.3 million for the six months ended June 30, 2003 as
compared to net income of $8.7 million for the comparable period
in 2002. The declines in FFO and net income on a year over year
basis are attributable to the incremental reserves recorded in the
2003 second quarter.

                             Outlook

The Company expects FFO for 2003 to be in the range of $ 2.10 to
$2.15 per diluted common share. This guidance incorporates actual
results for the first six months and assumes no acquisitions or
additional asset sales in 2003.

                       Dividend Performance

For the second quarter of 2003, the Company declared a cash
dividend of $0.4808 per common share, which was paid on July 15,
2003, to common shareholders of record as of June 30, 2003. The
cash dividend is equivalent to $1.9232 on an annualized basis. The
Company also paid a cash dividend of $0.578125 on its 9.25% Series
B Preferred Shares on July 15, 2003, to shareholders of record on
June 30, 2003. On an annualized basis, this is the equivalent of
$2.3125 per preferred share.

Glimcher Realty Trust -- a real estate investment trust whose
corporate credit and preferred stock ratings are rated by Standard
& Poor's at BB and B, respectively -- is a recognized leader in
the ownership, management, acquisition and development of enclosed
regional and super-regional malls, and community shopping centers.

Glimcher Realty Trust's common shares are listed on the New York
Stock Exchange under the symbol "GRT." Glimcher Realty Trust is a
component of both the Russell 2000(R) Index, representing small
cap stocks, and the Russell 3000(R) Index, representing the
broader market. Visit Glimcher at: http://www.glimcher.com


GLOBAL CROSSING: Gets Clearance for Centennial Settlement Pact
--------------------------------------------------------------
The Global Crossing Debtors obtained the Court's approval of their
Settlement Agreement with Centennial Florida Switch Corp., and
Centennial Puerto Rico Operations Corp., under which they agreed
to restructure their various contractual relationships by amending
and assuming certain agreements and terminating others.

The Settlement Agreement provides for the restructuring of the
various contractual relationships between the Debtors and
Centennial. The salient terms of the Settlement Agreement are:

     A. The Debtors agree to use reasonable efforts to cure any
        technical issues associated with the remaining Purchased
        Capacity and the Dark Fiber;

     B. The Debtors waive any and all rights they may have had to
        the GX Credit;

     C. Subject to availability, Centennial has the option to
        exchange any or all of the Purchased Capacity for alternate
        capacity anywhere on the Network.  On the activation date
        of the Exchanged Capacity, Centennial will pay the Debtors
        a $5,000 option fee per STM-1 of Exchanged Capacity;

     D. Centennial will have the right to terminate the IRU granted
        by the Debtors in any STM-1 unit of Purchased Capacity,
        subject to payment in full by Centennial of any outstanding
        maintenance costs.  If notice of termination is given later
        than November 30, 2005, termination will be subject to an
        additional payment from Centennial equal to one year's
        maintenance costs for the relevant Purchased Capacity;

     E. The Centennial Credit will be reduced to $1,000,000.
        Centennial must utilize the $1,000,000 credit by
        December 31, 2004 or it is forfeited;

     F. The CSA will be modified to provide that its term is
        extended to December 31, 2004 and Centennial will purchase
        at least $500,000 in services per six-month period, up to
        $1,500,000 prior to December 31, 2004.  In the event that
        Centennial does not purchase $500,000 of services at the
        end of any given Period, Centennial will pay the Debtors
        the difference between $500,000 and the amount of services
        actually purchased in this Period;

     G. The Debtors and Centennial will use good faith commercially
        reasonable efforts to finalize the terms of, and execute
        definitive agreements relating to, the Fiber Agreement and
        the Co-location Agreement without further delay;

     H. The Debtors will assume the Amended CPA, the CSA, the March
        Agreement, the Fiber Agreement, and the Co-location
        Agreement, all as amended by the Settlement Agreement.  The
        Debtors will not be required to make any cure payments in
        connection with the assumption;

     I. To the extent any of its provisions are still in effect,
        the MOU will be terminated and cease to have any force and
        effect; and

     J. As of the Effective Date, both the Debtors and Centennial
        will exchange mutual releases.

As previously reported, the GX Debtors and Centennial Florida are
parties to a Carrier Services Agreement, dated as of September 25,
2000. Pursuant to the CSA, the GX Debtors are obligated to provide
Centennial with a variety of telecommunications services,
including the sale of voice traffic.

The GX Debtors and Centennial Puerto Rico are parties to a
purchase agreement, dated as of June 29, 2001.  Pursuant to the
Purchase Agreement, the GX Debtors agreed to purchase various
telecommunications services from Centennial Puerto Rico,
including voice termination services. (Global Crossing Bankruptcy
News, Issue No. 44; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


GMAC COMMERCIAL: Fitch's BB+ Rating Assigned to Class F Notes
-------------------------------------------------------------
GMAC Commercial Mortgage Asset Corp.'s mortgage pass-through
certificates, series 2000-FL-B, $8.6 million class E certificates
are upgraded to 'AAA' from 'AA' by Fitch Ratings. In addition,
Fitch affirms the following classes:

         -- $8.5 million class C 'AAA';

         -- $3.5 million class D 'AAA';

         -- $9.3 million class F 'BB+'.

Fitch does not rate the $9.3 million class G. Classes A and B have
paid off. The rating actions follow Fitch's annual review of the
transaction, which closed in July 2000.

The upgrades are attributed to increased subordination levels as a
result of additional loan payoffs since last year's review. As of
the July 2003 distribution date, the pool's aggregate collateral
balance has been reduced 72%, to $39.2 million from $138 million
at issuance. The remaining pool is composed of six loans,
collateralized by eleven health care properties. The pool is
concentrated geographically, with 46.3% of the pool located in VA
(16.4%) and Michigan (29.9%).

The servicer collected year-end 2002 financials for 100% of the
remaining pool. Six loans, representing 66.8% of the pool, have
increased net cash flows since issuance. Of the four loans where
NCF has declined, only one loan had a YE 2002 debt service
coverage ratio below 1.0 times.

Currently, there are five cross collateralized and cross-defaulted
loans in special servicing as a result of the Centennial
Healthcare bankruptcy filing in January 2003. One loan,
IHCP/Vanguard Health Care (11%) is on the master servicer
watchlist, due to its upcoming maturity date (December 2003) and
low DSCR resulting from decreased revenues and increased liability
insurance and nursing expenses. One loan, representing 10.5% of
the pool, exercised a one-year extension option at its maturity
and is now scheduled to mature in 2005. The remaining loans in the
pool mature by December 2004.

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


GRAPHIC PACKAGING: Amends & Extends Tender Offer for Sr. Notes
--------------------------------------------------------------
Graphic Packaging Corporation (NYSE: GPK) announced the amendment
of Graphic Packaging's pending cash tender offer to purchase any
and all of its outstanding 8-5/8% Senior Subordinated Notes due
2012 (CUSIP No. 388684AB8) and the extension of the consent
expiration date and the tender offer expiration date.

The tender offer is being amended to provide (1) that the tender
offer consideration to be paid will be equal to $1,020.00 per
$1,000 principal amount of the validly tendered Notes plus accrued
and unpaid interest to but not including the date of payment for
the Notes accepted for purchase and (2) that the total
consideration to be paid to each holder of Notes who validly
consents to the proposed amendments on or prior to the consent
expiration date will be $1,022.50 per $1,000 principal amount of
Notes to which such consents are validly delivered and not
withdrawn, if such Notes are accepted for purchase. The consent
payment will remain $2.50 per $1,000 principal amount of Notes
with respect to which consents are validly delivered and not
withdrawn, if such Notes are accepted for purchase.

Graphic Packaging also announced that the tender offer expiration
date is being extended to 12:01 a.m., New York City time, on
Wednesday, August 13, 2002, unless further extended. The tender
offer had originally been scheduled to expire at 12:01 a.m., New
York City time, on Thursday, August 7, 2003.

The tender offer is also being amended to provide that, upon the
terms and subject to the conditions of the offer (including, if
the offer or consent solicitation is further extended or amended,
the terms and conditions of any such extension or amendment),
including without limitation receipt of the requisite consents and
execution of a supplemental indenture, Graphic Packaging will
accept for purchase and pay, or cause payment to be made for, all
Notes validly tendered and not withdrawn pursuant to the offer on
or prior to 12:00 Noon, New York City time, on Thursday, August 7,
2003 (such date and time, the Early Payment Deadline), promptly
following August 7, 2003. Holders that validly tender Notes on or
prior to the Early Payment Deadline will be paid the tender offer
consideration or the total consideration, as applicable, plus
accrued and unpaid interest up to, but not including, the date of
payment for such Notes, if such Notes are accepted for purchase.

Upon the terms and subject to the conditions of the offer
(including, if the offer or consent solicitation is further
extended or amended, the terms and conditions of any such
extension or amendment), Graphic Packaging will accept for
purchase and pay, or cause payment to be made for, all Notes
validly tendered pursuant to the offer after the Early Payment
Deadline but on or prior to the amended tender offer expiration
date, promptly following the amended tender offer expiration date.
Any conditions to the offer that are waived by Graphic Packaging
with respect to any Notes validly tendered on or prior to the
Early Payment Deadline that are accepted for purchase by Graphic
Packaging will be waived with respect to any Notes validly
tendered and accepted for purchase after the Early Payment
Deadline. Holders that validly tender Notes after the Early
Payment Deadline but on or prior to the amended tender offer
expiration date will be paid the tender offer consideration, plus
accrued and unpaid interest up to, but not including, the date of
payment for such Notes, if such Notes are accepted for purchase.

As of the close of business on July 29, 2003, approximately
$12.947 million of the $300 million outstanding principal amount
of the 8-5/8% Senior Subordinated Notes due 2012 had been
tendered.

Consummation of the offer is subject to certain conditions,
including (1) the consummation of the merger of Graphic Packaging
International Corporation, a parent company of Graphic Packaging,
with a subsidiary of Riverwood Holding, Inc. upon terms
satisfactory to Graphic Packaging, (2) the consummation of certain
financing transactions related to such merger upon terms
satisfactory to Graphic Packaging, and (3) the receipt of the
requisite consents with respect to the proposed amendments and the
execution of the supplemental indenture to the indenture governing
the Notes. Subject to applicable law, Graphic Packaging may, in
its sole discretion, waive or amend any condition to the offer or
solicitation, or extend, terminate or otherwise amend the offer or
solicitation.

The offer is being made in anticipation of a change of control
offer required to be made by Graphic Packaging pursuant to the
indenture governing the Notes following the consummation of the
merger. Notes that are not tendered for purchase pursuant to this
offer or the change of control offer will remain outstanding.
Graphic Packaging does not currently plan to redeem any non-
tendered Notes.

Goldman, Sachs & Co. is the dealer manager for the offer and
solicitation agent for the solicitation. MacKenzie Partners, Inc.
is the information agent and Wells Fargo Bank Minnesota, National
Association is the depositary in connection with the offer and
solicitation. The offer is being made pursuant to an Offer to
Purchase and Consent Solicitation Statement, dated July 10, 2003,
and the related Consent and Letter of Transmittal (as each may be
amended from time to time), which together set forth the complete
terms of the offers and solicitations. Copies of the Offer to
Purchase and Consent Solicitation Statement and related documents
may be obtained from MacKenzie Partners, Inc. at (800) 322-2885.
Additional information concerning the terms of the offers and the
solicitations may be obtained by contacting Goldman, Sachs & Co.
at (800) 828-3182.

Graphic Packaging, headquartered in Golden, Colorado, is a leading
provider of paperboard packaging solutions to multinational
consumer products companies.

As reported in Troubled Company Reporter's March 28, 2003 edition,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on folding carton producer Graphic Packaging Corp.
on CreditWatch with negative implications. Standard & Poor's at
the same time placed its 'B' corporate credit rating on paperboard
manufacturer Riverwood International Corp. on CreditWatch with
positive implications.

The rating actions followed announcement by the companies that
they had signed a definitive, stock-for-stock merger agreement.
Standard & Poor's said that the negative implications on the
Graphic Packaging CreditWatch reflect expectations that the
transaction will create a company that is more highly leveraged
than is Graphic Packaging currently. Conversely, the positive
CreditWatch implications on Riverwood indicate that the
transaction could create a company with the ability to generate
greater levels of free cash flow than Riverwood, which would allow
for more rapid debt reduction.

Graphic Packaging had debt outstanding at Dec. 31, 2002, of about
$480 million. Riverwood's debt at Sept. 30, 2002, was about $1.6
billion. Total debt for the combined company is initially expected
to be about $2.2 billion.


HOME PRODUCTS: S&P Cuts Corp. Credit Rating Down a Notch to B
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on household goods manufacturer Home Products International
Inc. to 'B' from 'B+'. At the same time, Standard & Poor's lowered
the senior secured rating on the company to 'B+' from 'BB-' and
the subordinated debt rating to 'CCC+' from 'B-'.

The outlook is negative.

Total debt outstanding at Home Products International as of
June 28, 2003, was $129.7 million.

"The downgrade reflects increased competitive pressures that have
eroded profitability, including more intense price competition at
the retail level from imported products and sharply higher raw
material costs," said credit analyst Martin S. Kounitz.

The ratings are based on Home Products' sensitivity to
fluctuations in the price of plastic resin (the company's primary
raw material), vulnerability of its products to competition based
on price, its concentrated customer list, and its high debt
leverage. Increased raw material prices in the first half of 2003
ended June 28, and to a lesser extent retail price erosion, were
the major factors in the compression of the company's gross
margin, to 15.8% from 25.6% for the same period the previous year.
The price of polypropylene resin--the company's primary raw
material and a large component of its cost of goods sold--has
risen by more than 30% year-to-date. Standard & Poor's expects
plastic resin prices to remain high for the intermediate term as
consumer uses for plastics expand and the supply remains
constrained.

Revenues are concentrated. About 70% of Home Products' sales are
to its three major customers, Kmart Corp., Wal-Mart Stores Inc.,
and Target Corp. As Kmart has closed stores, Home Products' sales
have been hurt.

Chicago, Illinois-based Home Products manufactures ironing boards
and plastic houseware items, including hangers and storage boxes,
sold under the HOMZ trademark.


KAISER ALUMINUM: Wants to Appoint Prof. McGovern as Mediator
------------------------------------------------------------
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, reports that Kaiser Aluminum Corporation and
debtor-affiliates have been named as one of many defendants in a
significant number of lawsuits, including asbestos-related claims
caused by:

     (a) exposure to products containing asbestos produced or sold
         by the Debtors; or

     (b) exposure to asbestos during, and as a result of, work
         performed at facilities owned or controlled by the
         Debtors.

The lawsuits generally relate to products that the Debtors have
not manufactured for more than 20 years.  As of the Petition
Date, there have been more than 100,000 asbestos-related
personal-injury claims against the Debtors.  In addition, in the
future, there may be asserted asbestos-related personal-injury
claims from individuals who may have been exposed to asbestos or
asbestos-containing products but either:

     (a) have been unable to file a claim because of the automatic
         stay; or

     (b) have not yet manifested symptoms of asbestos-related
         diseases resulting from exposure, but may in the future.

The Debtors determined that the services of a mediator would help
facilitate a consensus among their primary creditor constituencies
regarding the treatment of asbestos liabilities. Accordingly, the
Debtors ask the Court to appoint Francis McGovern as mediator with
respect to plan-related negotiations between asbestos claimants
and other creditor constituencies, nunc pro tunc to June 1, 2003.

Francis McGovern, a professor at Duke University School of Law,
has written and spoken extensively on the use of alternative
dispute resolution techniques to avoid or to improve the
litigation process.  Mr. DeFranceschi informs the Court that
institutions like the federal judiciary, many state courts, and
the United Nations have sought Mr. McGovern's services in
addressing the practical and conceptual issues involved in
dispute resolution.  As a court-appointed special master or
neutral expert, Mr. McGovern developed or assisted in developing
solutions in some of the most significant mass-claim litigation
in the United States, including:

     -- the DDT toxic exposure litigation in Alabama;

     -- the Dalkon-Shield controversy; and

     -- the silicone gel breast implant litigation.

Mr. McGovern also acted as a special master or mediator in several
state court asbestos cases and currently serves as a mediator in
connection with asbestos issues in other Chapter 11 proceedings.

Mr. DeFranceschi relates that Mr. McGovern will be appointed to
mediate any disputes among the Existing Claimants, the Future
Claimants and the Debtors' other stakeholders with respect to the
treatment of asbestos liabilities in any proposed reorganization
plan.  He will exercise independent professional judgment as a
Mediator and have no financial interest in the outcome of the
case.  Mr. McGovern affirms that he is a disinterested person as
defined in Section 101(14) of the Bankruptcy Code.

The Debtors will compensate Mr. McGovern at $10,000 per day,
inclusive of all expenses, for any day during which Mr. McGovern
attends a meeting directly relating to the negotiation of
reorganization plans.

Mr. DeFranceschi asserts that Mr. McGovern's many years of
alternative dispute resolution experience and involvement as an
impartial third-party in a substantial number of large and
complex, mass-tort cases makes him well qualified to comprehend
the issues relevant these Chapter 11 cases competently and
effectively mediate issues relating to the asbestos liabilities.
(Kaiser Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


KISTLER AEROSPACE: Section 341(a) Meeting to Convene on Aug. 26
---------------------------------------------------------------
The United States Trustee will convene a meeting of Kistler
Aerospace Corporation and its debtor-affiliates' creditors on
August 26, 2003, 1:30 p.m., at 1200 Sixth Avenue, Room 614,
Seattle, Washington 98101. This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

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 Enters Final Decree Closing 16 Units' Cases
-------------------------------------------------------------
Kmart Corporation and its debtor-affiliates sought and obtained
the Court's approval issuing a final decree pursuant to Section
350(a) of the Bankruptcy Code and Rule 3022 of the Federal Rules
of Bankruptcy Procedure closing 16 cases for debtors that ceased
to have a separate corporate existence pursuant to the
restructuring transactions under Kmart's confirmed reorganization
plan:

      1. Big Beaver of Caguas Development Corporation,
      2. Big Beaver of Caguas Development Corporation II,
      3. Big Beaver of Carolina Development Corporation,
      4. Builders Square Inc.,
      5. ILJ Inc.,
      6. JAF Inc.,
      7. Kmart CMBS Financing Inc.,
      8. Kmart Financing I,
      9. Kmart Holdings Inc.,
     10. Kmart Michigan Property Services LLC,
     11. Kmart of Amsterdam NY Distribution Center Inc.,
     12. Kmart Pharmacies of Minnesota Inc.,
     13. Kmart Pharmacies Inc.,
     14. PMB Inc.,
     15. Sourcing and Technical Services Inc., and
     16. Troy CMBS Property LLC
(Kmart Bankruptcy News, Issue No. 60; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LEGACY HOTELS: S&P Slashes Senior Unsecured Debt Rating to B+
-------------------------------------------------------------
Standard & Poor's Ratings Services downgraded its ratings on
Legacy Hotels Real Estate Investment Trust (Legacy REIT or the
trust) to 'BB-'. At the same time, the senior unsecured debt
rating was lowered to 'B+' from 'BB+'. The outlook is negative.

"The rating action is based on a confluence of events including
Legacy REIT's recent C$139.0 million acquisition of a hotel
property in Seattle, Washington, with debt financing, the
deteriorating operating performance of the trust, weakening credit
ratios, and poor financial liquidity," said Standard & Poor's
credit analyst Ron Charbon. The negative outlook reflects the
uncertainty facing Legacy REIT in the next 12 to 18 months and the
current suspension of distributions to unitholders. About 25% of
Legacy's tangible assets are encumbered by mortgages and,
therefore, Standard & Poor's has lowered the unsecured rating by
one notch to distinguish between the long-term corporate credit
rating and the senior unsecured debt rating.

The 'BB-' long-term corporate credit rating on Legacy REIT
reflects the deterioration of its business risk profile and
financial risk profile. Legacy REIT's credit strengths include a
portfolio of good quality real estate assets and its prominent
market position. Legacy REIT's credit weaknesses include the
aggressive business and financial policies of management, weak and
deteriorating credit measures, liquidity concerns, and uncertainty
in the lodging sector in general. Standard & Poor's is concerned
with Legacy REIT's business and financial strategies given a
challenging lodging environment when it is experiencing weakening
credit measures.

Toronto-based Legacy REIT recently announced its agreement to
purchase the Olympic hotel in Seattle for approximately C$139.0
million. This acquisition is Legacy REIT's second purchase in the
U.S. Similar to its purchase of the Monarch hotel in Washington
D.C., this acquisition included some form of assistance from its
major shareholder, hotel operator Fairmont Hotels & Resorts Inc.
Standard & Poor's expects that following the Olympic acquisition,
the debt to total book value of capital will approach 56%, total
debt to EBITDA will be just under 7x, and EBITDA interest coverage
at about 2x; these levels are weak for the current ratings
category. In these calculations, Standard & Poor's classifies
Legacy REIT's C$150.0 million of convertible subordinated
debentures as debt and adds the subordinated convertible debenture
interest to total interest expense.

The liquidity of the trust as of June 30, 2003, includes C$14.0
million in cash and C$90.0 million in unused lines of credit. With
the acquisition of the Seattle hotel, the pro forma available line
of credit is expected to be drawn down to less than C$40.0
million. Given the scheduled C$70.0 million of capital
expenditures for 2003 and lower operating revenues, the liquidity
of the trust will be constrained, notwithstanding the suspension
of distributions.

The outlook for the lodging sector is for a slow and gradual
recovery in 2004. The lodging sector has endured a number of
negative events in the past few years and it continues to be
susceptible to a sluggish economy, unrest in the airline business,
and global geo-political events. Standard & Poor's will continue
to look for Legacy REIT to strengthen its credit measures and its
rating could be lowered in the future if the trust's financial
ratios are negatively affected by future acquisitions, weakening
operating performance, or liquidity concerns given the upcoming
refinancings.


LIBERTY MEDIA: Look for Q2 Supplemental Fin'l Info. on August 14
----------------------------------------------------------------
Liberty Media Corporation (NYSE: L, LMC.B) will release Second
Quarter 2003 Supplemental Financial Information on Thursday,
August 14, 2003. You are invited to participate in Liberty Media's
conference call, which will begin at 5:00 p.m. (ET). Robert
Bennett, Liberty Media's President and CEO, will host the call.

Please call Premiere Conferencing at (913) 981-4900 at least 10
minutes prior to the call so that we can start promptly at 5:00
p.m. (ET). You will need to be on a touch-tone telephone to ask
questions. The conference administrator will give you instructions
on how to use the polling feature. Questions will be registered
automatically and queued in the proper sequence.

Replays of the conference call can be accessed from 8:00 p.m. (ET)
on August 14, 2003 through 5:00 p.m. (ET) August 21, 2003, by
dialing (719) 457-0820 plus the pass code 556459#.

In addition, the Second Quarter Supplemental Financial Information
conference call will be broadcast live via the Internet. All
interested persons should visit the Liberty Media Web site at
http://www.libertymedia.com/investor_relations/default.htmto
register for the web cast. Links to the press release and replays
of the call will also be available on the Liberty Media Web site.
The conference call and related materials will be archived on the
web site for one year.

Liberty Media Corp.'s 4.000% bonds due 2029 are currently trading
at about 60 cents-on-the-dollar.


LORAL SPACE: Taps Appleby Spurling as Bermuda Insolvency Counsel
----------------------------------------------------------------
Loral Space & Communications Ltd., and its debtor-affiliates ask
for approval from the U.S. Bankruptcy Court for the Southern
District of New York to employ Appleby Spurling & Kempe as Special
Bermuda Insolvency Counsel.

Loral Space, is a Bermuda Corporation.  The commencement of a
chapter 11 case in the United States will require the commencement
of winding up proceedings in Bermuda pursuant to the Bermuda
Companies Act 1981. Therefore, an ongoing review and analysis of
various laws of Bermuda will be necessary. The Debtors will need
counsel well versed in the local laws of Bermuda. The Debtors seek
to retain Appleby to advise and represent them on all aspects of
Bermuda Corporate, Insolvency, Restructuring and Liquidation law.

The Debtors expect Appleby Spurling to:

      i) represent the Debtors in the provisional liquidations
         proceedings in Bermuda, including filing various
         applications and motions and instructing United Kingdom
         Counsel, including where appropriate Queen's Counsel
         with respect to Court appearances;

     ii) identify issues under Bermuda law that will arise in the
         provisional liquidation and during the course of these
         Chapter 11 proceedings, and counseling the Debtors with
         regard to such issues;

    iii) coordinate as necessary with the Debtors United States
         counsel with respect to the Debtors Chapter 11 cases;
         and

     iv) provide such other services relating to issues under
         Bermuda law as the Debtor shall reasonably request from
         time to time with respect to the reorganization of its
         business.

The hourly rates charged by Appleby Spurling are:

           partners                     $425 - $525 per hour
           associates and paralegals    $175 - $475 per hour
           legal assistants             $150 - $200 per hour

The professionals currently expected to work on these matters are:

           Peter Bubenzer           $510 per hour
           John Riihiluoma          $500 per hour
           Judy Collis              $500 per hour
           Jennifer Fraser          $475 per hour
           Ian Stone                $490 per hour
           Alison Dyer-Fagundo      $310 per hour
           Susan Davis-Crockwell    $300 per hour
           Ruby Rawlins             $210 per hour
           Bernette Cox             $150 per hour
           Valerie Smith            $210 per hour

Loral Space & Communications Ltd., headquartered in New York, New
York, and together with its affiliates, is one of the world's
leading satellite communications companies with substantial
activities in satellite-based communications services and
satellite manufacturing. The Company filed for chapter 11
protection on July 15, 2003 (Bankr. S.D.N.Y. Case No. 03-41710).
Stephen Karotkin, Esq., and Lori R. Fife, Esq., at Weil, Gotshal &
Manges LLP represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from its creditors, it
listed $2,654,000,000 in total assets and $3,061,000,000 in total
debts.


MAGELLAN HEALTH: Asks Court to Clear $150M Onex Equity Agreement
----------------------------------------------------------------
A condition to the consummation of the March 26, 2003 Plan is
that Magellan Health Services, Inc., and its debtor-affiliates
realize not less than $50,000,000 in gross proceeds and
$47,500,000 in net proceeds from a common stock offering to be
consummated in conjunction with the Plan becoming effective.  The
Debtors intend to make an offering of their common stock to the
general unsecured claim holders pursuant to the Plan.  As a
condition to confirmation, the Plan provides that the Debtors must
enter into a commitment letter with one or more parties to
purchase any common stock or New Senior Notes not purchased by the
general unsecured creditors pursuant to the Plan, which yields
Magellan not less than $50,000,000 in gross proceeds and not less
than $47,500,000 in net proceeds.

                 The PCM/AG Equity Commitment Letter

To fulfill the condition to confirmation and consummation as
specified in the Plan, prior to the Petition Date, the Debtors
sought a commitment from their primary creditor constituencies,
as well as a third party investor, Onex Corporation, for an
equity or debt infusion to be made in conjunction with the
effectiveness of the Plan.  Because Onex required more time to
complete its due diligence, it was unable to provide the Debtors
with a commitment letter at that time.

The Debtors did, however, receive two definitive proposals to
provide financing in connection with the consummation of the
restructuring, the most favorable of which was made by
Amalgamated Gadget, L.P. and Pequot Capital Management, Inc.,
both on behalf of certain managed funds and accounts.

After extensive negotiation with these Initial Investors, they
have reached an agreement with the Debtors on the terms and
provisions of an investment that was set forth in a March 10,
2003 commitment letter.  Pursuant to this PCM/AG Equity
Commitment Letter, the Initial Investors agreed to, among other
things, commit, on a standby basis, to make an investment of up
to $50,000,000 to purchase a portion of the new common stock of
reorganized Magellan to be issued pursuant to the Plan.

In exchange for the investment, the Initial Investors were to
receive 26.5% of the outstanding New Common Stock of reorganized
Magellan under the Plan.  The holders of general unsecured claims
in Class 7 under the Plan were to be given the right to purchase
New Common Stock at the same price as the PCM/AG Investment on a
pro rata basis under the Plan and the Initial Investors agreed to
purchase the balance of the New Common Stock that is not
subscribed to and purchased by the claimants.

In addition, the PCM/AG Equity Commitment Letter also provides
for indemnification obligations, expense reimbursement and the
payment of various fees, including a $1,000,000 break-up fee and
a $1,500,000 commitment fee, of which $750,000 was previously
paid on March 11, 2003.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, recounts that on April 4, 2003, the Court approved the
PCM/AG Equity Commitment Letter and, specifically, the break- up
fee, indemnification, expense reimbursement obligation and
commitment fee.

            The Original Onex Equity Commitment Letter

Although the Debtors believed that the Initial Investors'
proposal met the minimum requirements to achieve a successful
reorganization and to emerge from Chapter 11, the Debtors
nevertheless continued to have discussions with Onex and other
potential third-party investors regarding a proposal that would
be even more favorable to the Debtors and their creditors.  After
completing its due diligence and engaging in extensive
negotiations with the Debtors, on May 21, 2003, Onex presented
the Debtors with a Funding Commitment, pursuant to which Onex
agreed to provide the Debtors with, among other things, a
commitment to purchase up to $200,000,000 of common stock of
reorganized Magellan in conjunction with the consummation of a
plan of reorganization substantially similar to the Plan.

Specifically, Onex agreed to, among other things, invest up to
$150,000,000 to purchase a separate class of common stock of
reorganized Magellan in exchange for 44.78%2 of the economic
equity interests in reorganized Magellan.  Of the $150,000,000
investment, $50,000,000 was to be offered to holders of general
unsecured claims in Class 7 as a rights offering which Onex would
backstop, and $100,000,000 was to be purchased by Onex directly.

In addition, holders of allowed Class 7 claims were to be given
an opportunity to tender a portion of the shares of New Common
Stock that the holders would otherwise receive in respect of
their claims, up to a maximum of $50,000,000, to Onex and certain
other creditor participants.

Because the Debtors believed that that the terms of the Onex
proposal were even more favorable to the Debtors and their
creditors than those of the PCM/AG Investment, the Debtors
executed the Original Onex Equity Commitment Letter.

           The Revised Onex Equity Commitment Letter

Subsequent to the execution of the Onex Letter, the Debtors,
together with their professionals and the official committee of
unsecured creditors and its professionals, continued to engage in
discussions with the Initial Investors and Onex regarding higher
or better offers.  In that regard, the Debtors received a new
proposal from Amalgamated Gadget, without the participation of
Pequot Capital.  Because the Debtors, in consultation with the
Creditors' Committee, determined that the Amalgamated Gadget
Proposal was the best proposal received to date, the Debtors
intended to pursue the Amalgamated Gadget Proposal.

This, however, did not stop the bidding process.  The Debtors
received new proposals from Onex and AG.  After the receipt and
consideration of competing proposals, the Debtors, again in
consultation with the Creditors' Committee, determined that the
last proposal submitted by Onex would be the most beneficial to
both the Debtors' estates and their creditors.  The Creditors'
Committee concurs with the Debtors' decision.

The salient terms of the Revised Onex Commitment are:

     A. Onex will invest up to $150,000,000 to purchase a separate
        class of common stock of reorganized Magellan.  The Plan
        will be modified to reflect the terms and conditions of the
        Revised Onex Commitment and its term sheet;

     B. In exchange for the $150,000,000 investment, Onex will
        receive, as of the effective date of the Modified Plan,
        shares of MVS Securities, which will represent up to
        34.48% of this $150,000,000 investment, $75,000,000 will
        be offered to holders of general unsecured claims in Class
        7 under the Modified Plan as a rights offering which will
        be backstopped by Onex, and $75,000,000 will be purchased
        by Onex directly.

     C. The MVS Securities will be identical to the New Common
        Stock to be issued to creditors under the Modified Plan,
        except MVS Securities will have:

        1. in the aggregate 50% of the voting rights pertaining to
           all of reorganized Magellan's outstanding common stock;
           and

        2. the right to elect certain directors.

     The MVS Securities will automatically convert into shares of
     New Common Stock having equivalent economic equity interests
     in reorganized Magellan:

        1. upon the transfer of the MVS Securities to any person
           other than Onex or an entity controlled by Onex; and

        2. if either:

           a. the number of outstanding MVS Securities is less
              than 15.67% of the number of MVS Securities and
              shares of New Common Stock issued on the Effective
              Date; or

           b. MVS Securities represent less than 10% of the
              outstanding economic common equity interests in
              reorganized Magellan.

        Onex and its affiliates may also convert shares of New
        Common Stock that they may acquire into MVS Securities
        having equivalent economic equity interests unless no MVS
        Securities are then outstanding.

     D. The holders of allowed Senior Note claims will receive New
        Senior Notes on account of the claims in the aggregate
        principal amount equal to the principal amount of the
        Senior Notes.  Accrued and unpaid interest through the
        Effective Date will be paid in cash or additional New
        Senior Notes, at Magellan's option, on the Effective
        Date.  The interest due on the Senior Notes will be a
        combined rate of interest of 10 3/8%.  The New Senior Notes
        will:

        1. bear interest at the rate of 9 3/8% per annum;

        2. mature in November 2008;

        3. not be contractually subordinated to any other debts or
           claims;

        4. otherwise have substantially the same terms as the
           existing Senior Note Indenture.

        This is subject to the approval of holders of Class 1
        claims.  Magellan and Onex will exert their reasonable best
        efforts to obtain this consent.

     E. The Modified Plan will provide that:

        1. If the holders of allowed Class 1 claims who have
           executed lock-up agreements applicable to the Plan
           consent to the treatment of the Senior Note claims,
           $50,000,000 of the proceeds of the sale of the MVS
           Securities will be used to make cash payment to
           holders of Class 1 claims to reduce the principal amount
           of the New Senior Secured Obligations to be issued under
           the Modified Plan;

        2. If the holders of allowed Class 1 claims who have
           executed lock-up agreements applicable to the Plan do
           not consent to the treatment of Senior Note claims,
           $50,000,000 of the proceeds of the Investment will be
           used to reduce the amount of New Senior Notes to be
           issued pursuant to the Modified Plan; and

        3. The remainder of the proceeds will be used for general
           working capital purposes.

     F. The initial Board of Directors of reorganized Magellan will
        consist of seven directors:

        1. Five directors will initially be designated by Onex, two
           of whom will be members of management of reorganized
           Magellan and at least one of whom will qualify as an
           independent director;

        2. Two additional directors having three-year terms will be
           selected by the Creditors' Committee, of which one will
           qualify as an independent director, and both of which
           will be subject to Onex's approval, which approval will
           not be unreasonably withheld.

     G. The charter and bylaws of reorganized Magellan in effect on
        the Effective Date will provide, among other things:

        1. The holders of the MVS Securities will vote:

           a. as a separate class to elect three directors; and

           b. together with the holders of the New Common Stock to
              elect two directors;

        2. Until the MVS Securities represent less than the Minimum
           Hold, the holders of the MVS Securities will be entitled
           to cast a number of votes equal to the aggregate number
           of shares of New Common Stock outstanding at the time of
           any vote;

        3. Two directors will be elected by the holders of New
           Common Stock voting as a separate class after the
           initial three-year term of directors selected by the
           Creditors' Committee or to replace any director or
           their successor;

        4. After all MVS Securities are converted into New Common
           Stock, all common shareholders will have the right to
           vote together to elect all directors in accordance with
           applicable law; and

        5. All affiliated party transactions between reorganized
           Magellan and Onex or any of its affiliates must be
           approved by either:

           a. a majority of the directors elected by the holders of
              the New Common Stock, voting as a separate class; or

           b. holders of a majority of the New Common Stock, voting
              as a separate class.

     H. Onex's obligation to make the Investment is conditioned on
        a number of items, including:

        1. The filing of the Modified Plan, in form and substance
           materially consistent with the Plan and reasonably
           satisfactory to Onex;

           The Modified Plan will include a provision permitting
           Onex to offer holders of allowed Class 7 claims an
           opportunity to tender a portion of the shares of New
           Common Stock that the holders are otherwise entitled to
           receive in respect of their claims, up to a maximum of
           $50,000,000, to Onex at a price determined based upon a
           pre-investment total equity value of $225,000,000.

        2. An order confirming the Modified Plan, in form and
           substance reasonably satisfactory to Onex, will have
           been entered and in full force and effect;

        3. No material adverse change will have occurred;

        4. Compliance with a revenue and EBITDA condition;

        5. The Debtors will have cash or availability as of the
           Effective Date, after giving effect to $47,500,000 of
           the proceeds of the Investment, but taking into account
           distributions under the Modified Plan, of at least
           $20,000,000, and projected cash or availability in the
           amount for 18 months thereafter;

        6. The total fees and expenses incurred from and after
           May 1, 2003, of the legal advisors to Magellan, the
           Creditors' Committee and the existing senior secured
           lenders' agent related to the Chapter 11 Cases,
           Healthcare Partners, Inc., Houlihan Lokey, Alvarez &
           Marsal, Gleacher Partners, LLC and Kekst will not exceed
           $25,000,000;

        7. Either the New Facilities will have closed on
           substantially the terms set forth in the Plan Terms and
           will be in full force and effect or the Senior Secured
           Credit Agreement will be paid in full in cash with the
           proceeds of an exit facility the terms of which are as
           or more favorable to reorganized Magellan as the New
           Facility; and

        8. The New Aetna Note and the Aetna Purchase Option will
           have been executed on substantially the terms set forth
           in the Plan Terms and will be in full force and effect.

     I. Onex has the right to terminate the Revised Onex Commitment
        upon the occurrence of certain events, including:

        1. failure to file the Modified Plan on or before July 15,
           2003;

        2. failure to file a disclosure statement related to the
           Modified Plan on or before July 15, 2003;

        3. failure of the Bankruptcy Court to approve the Revised
           Onex Commitment on or before July 15, 2003;

        4. failure to obtain Bankruptcy Court approval of the
           Modified Disclosure Statement on or before September 15,
           2003;

        5. the Bankruptcy Court does not confirm the Modified Plan
           on or before November 15, 2003;

        6. the Modified Plan does not become effective on or before
           December 15, 2003;

        7. the Debtors will breach any material provision of the
           Revised Onex Commitment;

        8. the Modified Plan is modified to provide for any terms
           materially adverse to Onex or inconsistent with the
           terms of the Revised Onex Commitment; and

        9. after filing the Modified Plan, Magellan:

           a. submits a plan that is materially adverse to Onex and
              materially inconsistent with the Revised Onex
              Commitment; or

           b. moves to withdraw or withdraws the Modified Plan.

     J. The Revised Onex Commitment provides for the payment of
        various fees, indemnification and expense reimbursement:

        1. The Debtors have agreed to reimburse Onex for all
           reasonable and documented out-of-pocket expenses
           incurred by Onex after February 14, 2003 directly
           related to the negotiation, preparation, execution and
           delivery of the Original Onex Equity Commitment Letter
           and the term sheet; provided that the expenses will not
           exceed $1,000,000, plus any expenses incurred in
           connection with obtaining the necessary state regulatory
           approvals in connection with the Investment.

        2. The Debtors are required to indemnify Onex from and
           against all losses, claims, damages, liabilities and
           other expenses to which they may become subject in
           connection with or relating to the Revised Onex
           Commitment, any other agreement between Magellan and
           Onex, or the use of the proceeds of the Investment.  The
           Indemnification Obligation is to be paid to the
           Indemnified Party on an as-incurred monthly basis.  The
           Debtors are not required to indemnify an Indemnified
           Party for:

           a. that party's gross negligence or willful misconduct;
              or

           b. disputes arising from an Indemnified Party's breach
              of the Revised Onex Commitment or breach of any other
              agreement between an Indemnified Party and the
              Debtors.

        3. If the Debtors do not consummate the investment
           contemplated under the Revised Onex Commitment and
           consummate an equity investment with another party on
           or before June 30, 2004, the Debtors are required to
           pay Onex a break-up fee equal to $4,000,000, unless
           Onex has breached its obligations; and

        4. The Debtors are required to pay Onex a closing fee equal
           to 1.75% of the aggregate purchase price of the
           Investment payable solely upon the closing of the
           Investment.

By this motion, the Debtors ask the Court to approve the Revised
Onex Commitment, including the Expense Reimbursement, the
Indemnification, the Break-Up Fee and the Closing Fee -- ECL
Obligations.

The Debtors have determined, in the exercise of their business
judgment, that the Revised Onex Commitment will:

     -- best serve the Debtors, their creditors, and all parties-
        in-interest;

     -- expedite their successful emergence from Chapter 11; and

     -- assure their long-term viability.

The Debtors have made this determination fully taking into
account amounts that will be payable under the PCM/AG Equity
Commitment Letter previously approved by the Court.  The Revised
Onex Commitment and the transactions contemplated will provide
the Debtors with a direct equity investment equal to
$150,000,000, the proceeds of which will be used by Magellan
under the Modified Plan to reduce either the principal amount of
New Senior Notes or the principal amount of New Senior Secured
Obligations and for general corporate purposes, and up to
$50,000,000 to fund a cash payment to holders of Class 7 claims
in lieu of issuing shares of New Common Stock to them under the
Modified Plan to the extent holders make the election.

Mr. Karotkin asserts that these benefits to the Debtors, their
estates and the entire reorganization effort from the Revised
Onex Commitment are self-evident and clearly warrant its
approval:

     1. The Debtors, upon consummation of the Modified Plan, will
        have more cash thereby reducing their overall leverage and
        assuring their ability to satisfactorily weather any
        downturns in their business operations or the industry;

     2. The additional investment will enable the Debtors to make
        appropriate investments in the business, like information
        technology and other infrastructure, to ensure its
        viability;

     3. The value at which the equity is being purchased is
        substantially above the original equity commitment proposal
        approved by the Court and the equity value set forth in the
        Disclosure Statement; and

     4. The Revised Onex Commitment provides an alternative for
        unsecured creditors to receive cash under the Modified Plan
        rather than New Common Stock at a value above the value
        attributed to the stock by the Debtors' financial advisors
        as set forth in the Disclosure Statement.

Simply stated, in addition to providing significant additional
cash at a higher value to the estates and significantly
deleveraging the enterprise, the Revised Onex Commitment also
enables creditors to participate in the investment and to opt for
early cash out.

Amalgamated Gadget, the unsuccessful bidder, advised the Debtors
that it will oppose this request, despite the payment of its
previously authorized break-up fee and other payments, arguing
that the Debtors do not need an equity investment in excess of
the originally approved $50,000,000 PCM/AG proposal.

Mr. Karotkin contends that the response to Amalgamated Gadget's
position is quite obvious.  First, the Debtors never stated that
a $50,000,000 equity investment was all that was needed or the
optimal amount for the Debtors' reorganized businesses.  Rather,
the Debtors' position was quite clear that this was a threshold
amount, which would permit the Debtors to successfully emerge
from Chapter 11.

Furthermore, Mr. Karotkin says, it is indeed a bit ironic for
Amalgamated Gadget to take this position when, as part of the
bidding process, it proposed to make an equity investment of
$125,000,000.

More importantly, Mr. Karotkin adds, the additional equity
infusion by Onex will significantly improve the balance sheet of
the reorganized Debtors and provide them with the liquidity to
address the uncertainties of their business environment.  In
fact, the Revised Onex Commitment will avoid the problem often
confronted in Chapter 11 cases -- debtors emerge from Chapter 11
overleveraged at the insistence of distressed debt investors who
must realize a quick liquidity event, and are shortly back in
Chapter 11 because they simply did not provide themselves with
enough leeway and cushion to address any aberration in their
business operations.  The Debtors do not want to suffer the same
fate.

Amalgamated Gadget, a disgruntled bidder, which initially offered
to purchase equity at a valuation $147,000,000 less than that
contained in the Revised Onex Commitment, hardly has a basis to
cry foul and challenge the sound business judgment exercised by
both the Debtors and the Creditors' Committee.

The Debtors acknowledge that pursuing the transaction
contemplated by the Revised Onex Commitment may trigger the
Debtors' obligation to pay the break-up fee in an amount up to
$1,000,000 and the remaining portion of the commitment fee of
$750,000 under the terms of the PCM/AG Equity Commitment
Letter.  The Debtors submit, however, that incurring the expenses
is more than justified by the substantially increased investment
commitment contained in the Revised Onex Commitment.  As
demonstrated, the incremental benefit to both the Debtors and
their creditors from the Revised Onex Commitment is self-evident
and far outweighs the additional expenses incurred with respect
to the PCM/AG Equity Commitment Letter.

After months of soliciting investment proposals from various
creditor constituencies, including the Senior Lenders, the
Debtors, with the advice of their advisors and the concurrence of
the Creditors' Committee, have determined that the terms and
conditions of the Revised Onex Commitment are the most beneficial.
The Revised Onex Commitment is the product of arm's-length
negotiations between the Debtors, Onex and the Creditors'
Committee; was the subject of active bidding that substantially
increased value; and is not in any way tainted by self-dealing or
manipulation.

Mr. Karotkin assures the Court that the ECL Obligations will not
chill or discourage potential investment in the reorganized
Debtors.  For all intents and purposes, the bidding process has
concluded and the Debtors intend to proceed expeditiously to
amend the Plan and proceed to confirmation.  Moreover, the
Commitment Fee is only payable if the transaction with Onex
closes and the Break-Up fee only is payable if a more favorable
transaction actually is consummated.

According to Mr. Karotkin, the ECL Obligations also are a fair
and reasonable percentage of the proposed equity investment.  The
$4,000,000 Break-Up Fee represents only 2% of the $200,000,000
proposed investment.  Accordingly, the Break-Up Fee is well
within the realm of break-up fees that have been approved by
courts.  Furthermore, assuming that the Modified Plan is
consummated as contemplated, the Closing Fee that the Debtors
would be required to pay represents only 1.75% of the aggregate
actual cash investment to be made by Onex pursuant to the Revised
Onex Commitment.  In the event that the Modified Plan is not
consummated, the Debtors would be obligated to pay Onex the 2%
Break-Up Fee only.

The Debtors submit that the fees are reasonable, particularly
when considered in the context of the clear and substantial
benefit the Revised Onex Commitment provides to the Debtors and
to the entire reorganization effort.

In sum, the Revised Onex Commitment represents a significant
increase in value, provides the Debtors with greater flexibility
and substantially enhances the Debtors' post-reorganization
balance sheet.  Under these circumstances, Mr. Karotkin asserts,
it should be approved. (Magellan Bankruptcy News, Issue No. 11:
Bankruptcy Creditors' Service, Inc., 609/392-0900)


MANITOWOC: Weaker-than-Expected Performance Spurs S&P Downgrades
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan ratings on The Manitowoc Co. Inc. to
'BB-' from 'BB' and its subordinated debt rating to 'B' from 'B+'.
The actions follow the Manitowoc, Wisconsin-based company's
weaker-than-expected operating performance due to the prolonged
weakness in the crane market, especially in the crawler crane
business, and in the marine services operations.

The outlook is stable.

Manitowoc has leading positions as a provider of cranes, food-
service equipment, and marine services, with broad positions in
those three diverse segments and good customer, product, and
geographic diversity. The company has about $660 million in debt
outstanding.

The crane business has deteriorated as a result of a severe
decline in nonresidential construction spending of about 10% in
2003, after a 16% decline in 2002. The weakness in Manitowoc's
crane operations was more pronounced in the heavy-duty/high-
capacity crawler crane market. Worldwide, volumes have declined
for several years, and this has severely affected earnings in the
crawler crane segment.

"Operating performance should improve because of several cost-
cutting and restructuring initiatives and a gradual improvement in
demand," said Standard & Poor's credit analyst John Sico.
"Although we expect challenges in the crane operations to continue
for the near-term, we expect the company to continue generating
free cash flow to gradually pay down debt over time to support the
ratings at the current level."


MASSEY ENERGY: Reports Improved Second Quarter Financial Results
----------------------------------------------------------------
Massey Energy Company (NYSE: MEE) reported financial results for
its second quarter ended June 30, 2003. Produced coal revenues for
the quarter were $325.3 million, a decrease of 2% from $330.9
million for the comparable 2002 period.  Massey reported an after-
tax loss for the second quarter of $2.2 million, compared to a
loss of $16.5 million for the comparable period in 2002.  The
second quarter 2002 loss included a pre-tax charge of $25.6
million, $17.1 million after tax, related to the Harman jury
verdict, which is currently pending rulings on 2002 post-trial
motions.  Coal sales volume for the quarter was 10.8 million tons
in 2003, an increase of 5% from 10.3 million tons in 2002.  EBITDA
for the second quarter of 2003 totaled $50.8 million, a 55%
increase from $32.7 million in the comparable 2002 period.

"Our success in improving our cash costs per ton helped us achieve
our projected EBITDA for the second quarter," said Don L.
Blankenship, Massey's Chairman and CEO.  "Reducing the costs we
can control and mitigating the impact of the ones we can't
continue to be our foremost objectives." Blankenship highlighted
the continued success of the Company's purchasing and maintenance
programs, which contributed to improvements in operational
efficiency and the decrease in average cash costs per ton to
$26.97 in the second quarter of 2003 from $28.66 in the first
quarter of 2003 and $27.74 (excluding the Harman charge) in the
second quarter of 2002.

The Company reported that marketplace demand and Massey's coal
shipments were negatively impacted during the quarter by a
continuation of the weak U.S. economy, a cool early summer and
record rainfall. "We were pleased, nevertheless, to increase our
committed tonnage for 2004 by over 6 million tons compared to the
end of the first quarter," said Blankenship.

The Company also reported that it was successful in completing the
refinancing of its previously existing revolving credit facility.
During the quarter, it initiated the first step in its refinancing
by issuing $132 million in 4.75% Convertible Senior Notes due
May 15, 2023.  Massey's total debt was $603.3 million at the end
of the second quarter of 2003, up from $588.9 million at the end
of the first quarter.  During the quarter the Company added $19.5
million to the restricted funds used to collateralize its self-
insurance and bonding programs, bringing the total collateralized
funds to $64.9 million at the end of the second quarter.

After the Company utilized the proceeds from its newly issued
4.75% Convertible Senior Notes to reduce its previously existing
revolving credit facility, it ended the second quarter with a
balance of $130.5 million outstanding under this facility,
compared to $263.7 million at the end of the first quarter.
Available liquidity at June 30, 2003 was $140.9 million, including
$116 million on its bank revolver and $24.9 million in cash.  The
Company also had $57.8 million outstanding under the accounts
receivable financing program at June 30, 2003.  Long-term debt
totaled $415 million, consisting of $283 million of 6.95% Senior
Notes due March 1, 2007 and $132 million of the 4.75% Convertible
Senior Notes.  Total debt-to-book capitalization ratio at June 30,
2003 was 43.5%, as compared to 42.8% at March 31, 2003.

Subsequent to quarter-end, the Company completed the refinancing
of its previously existing revolving credit facility with the
execution of a $355 million secured financing package, including a
$105 million revolving multi-year credit facility maturing on
January 1, 2007, and a $250 million 5-year term loan maturing on
July 1, 2008, with an early maturity date of January 1, 2007 for
the term loan if the Company's existing 6.95% Senior Notes are not
refinanced by that date.  A portion of the proceeds from the term
loan was used to repay all outstanding amounts under the
previously existing revolving credit facilities, as well as
Massey's accounts receivable financing program. There are
currently no borrowings under the new $105 million revolving
credit facility or the accounts receivable financing program.  The
accounts receivable financing program can provide additional
liquidity of up to $80 million, depending on available supporting
receivables.

Also subsequent to the quarter, Massey reached settlement terms
with Appalachian Power Company, a subsidiary of American Electric
Power, in its contract dispute, with no material impact on the
Company's financial position, cash flows or results of operations.
The Company announced yesterday the settlement of its property and
business interruption insurance claim related to the October 2000
slurry spill at its Martin County Coal subsidiary. The insurance
carriers agreed to pay $21 million to settle the claim and the
Company anticipates recording earnings per share of approximately
$0.13 related to this settlement in its third quarter, after
adjusting for a previously booked receivable and claim settlement
expenses.

Coal revenues of $628.3 million for the first six months of 2003
decreased by 4% from $654.4 million for the same period in 2002.
Tons sold in the first half remained virtually flat at 20.7
million tons in 2003 compared to 20.8 million tons in 2002.  For
the first six months of 2003, Massey's net loss was $11.8 million,
or $0.16, before a $7.9 million, or $0.10 per share, non-cash
charge to record the cumulative effect of an accounting change
resulting from the adoption of SFAS 143, "Accounting for Asset
Retirement Obligations," the new accounting standard for recording
reclamation liabilities.  Including this charge, the Company
reported a loss of $19.7 million or $0.26 per share, as compared
to a loss of $20.7 million or $0.28 per share during the same
period in 2002.  EBITDA for the first six months in 2003 was $88.1
million compared with $76.0 million for the same period in 2002.

"Looking forward to the second half of 2003 and to 2004, we will
remain focused on our costs and on future opportunities for
Massey," said Blankenship. The Company reported that further
industry production decreases throughout Central Appalachia and
the high price of natural gas kept pricing firm as more utilities
reentered the market to negotiate contracts.  "However, permitting
for coal producers in Central Appalachia still remains
problematic," stated Blankenship.  "We are pleased to have
received more surface mine permits from the State of West
Virginia, but several of our large permits are now pending review
by Federal authorities."

The Company projects sales of 42 to 43 million tons in 2003, at an
expected average sales price of $31.00 per ton, compared to $31.30
for the full year 2002.  Sales commitments have been received for
virtually all calendar 2003 projected shipments.  Sales
commitments for 2004 currently total over 32 million tons.

The Company anticipates shipping between 10.5 and 11.5 million
tons during the quarter ending September 30, 2003, at an estimated
average price per ton of between $30.75 and $31.00.  "July has
been relatively weak for Massey, given the miners' vacations and
some minor shipping and production delays, but we hope to offset
some of this weakness later in the quarter," said Blankenship.
Blankenship noted that operations at Massey's Rockhouse longwall
resumed, as projected, during early May with its newly installed
higher horsepower shearer. "Operations management so far is very
pleased with the greater cutting productivity afforded by this new
equipment," he commented. The Company projects earnings per share
for the third quarter of between $0.08 and  $0.18 and EBITDA of
between $65 and $75 million, including the net effect of the
business interruption claim settlement.

Blankenship expressed some concern about the continuing weakness
in the overall economy and its effect on coal demand from the
manufacturing sector, although there have been recent indications
of some economic improvement.  He noted that the weakness of the
dollar could have a positive impact on the competitiveness of
United States coal exports, including the metallurgical
coal that Massey markets in Western Europe.  The weak dollar could
also slow the rate of coal imports.

Capital expenditures during the second quarter of 2003 totaled
$39.3 million, compared to $47.5 million in the prior year second
quarter.  The Company anticipates maintenance capital spending of
approximately $100 to $125 million for 2003.  Depreciation,
depletion and amortization totaled $47.5 million in the second
quarter of 2003, compared to $50.1 million for the prior year
second quarter. DD&A is currently expected to total $190 to $195
million in 2003.

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.


MERRILL LYNCH: Fitch Rates Classes B-4 & B-5 Notes at BB+/B+
------------------------------------------------------------
Fitch rates Merrill Lynch Mortgage Investors, Inc.'s (MLMI) $1
billion mortgage pass-through certificates, series MLCC 2003-D, as
follows:

      -- $992.8 million class A, X-A-1, X-A-2, X-B and A-R (senior
         certificates) 'AAA';

      -- $10.8 million class B-1 certificates 'AA+';

      -- $8.2 million class B-2 certificates 'A+';

      -- $4.6 million class B-3 certificates 'BBB+';

      -- $2.6 million class B-4 certificates 'BB+';

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

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

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the ratings
also reflect the quality of the underlying mortgage collateral,
strength of the legal and financial structures and the servicing
capabilities of Cendant Mortgage Corporation, rated 'RPS1-' by
Fitch.

The trust consists of 2,852 conventional, fully amortizing,
primarily 25-year adjustable-rate mortgage loans secured by first
liens on one- to four-family residential properties, with an
aggregate principal balance of $1,024,596,109 as of the cut-off-
date (July 1, 2003). Each of the mortgage loans are indexed off
the one-month LIBOR or six-month LIBOR, and all of the loans pay
interest only for a period of ten years following the origination
of the mortgage loan. The average unpaid principal balance as of
the cut-off-date is $359,255. The weighted average original loan-
to-value ratio is 66.09%. The weighted average effective LTV is
63.02%. The weighted average FICO is 731. Cash-out refinance loans
represent 35.08% of the loan pool. The three states that represent
the largest portion of the mortgage loans are California (20.98%),
Florida (9.57%) and New York (5.72%).

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

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

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


METALS USA: Preparing to Resell 5.5 Mill. Shares of Common Stock
----------------------------------------------------------------
Pursuant to Rule 424(b)(3) under the Securities Act of 1933,
Metals USA delivers to the Securities and Commission a prospectus
relating to up to 5,500,000 shares of common stock.  Metals USA
is registering the shares of common stock to permit the resale of
the shares of common stock by the holders from time to time after
July 23, 2003.  They will not receive any of the proceeds from
the sale by the selling shareholders of the shares of common
stock.

Their common stock was approved for listing on the American Stock
Exchange on May 28, 2003.  In the future, their common stock may
not meet the continued listing requirements of the AMEX.
Previously, their common stock was quoted on the OTC Bulletin
Board.  Information with respect to OTCBB quotations reflects
inter-dealer prices without retail markup, markdown or commission
and may not represent actual transactions, and quotations on the
OTCBB are sporadic.

In the event that Metals USA's common stock will be de-listed
from the AMEX due to low stock price, they may become subject to
special rules, called "penny stock rules" that impose additional
sales practice requirements on broker-dealers who sell their
common stock.  The rules require, among other things, the
delivery, prior to the transaction, of a disclosure schedule
required by the Securities and Exchange Commission relating to
the market for penny stocks.  The broker-dealer also must
disclose the commissions payable both to the broker-dealer and
the registered representative and current quotations for the
securities, and monthly statements must be sent disclosing recent
price information.

The 5,500,000 shares of common stock offered will be freely
tradable immediately following the offering.  In addition,
14,500,000 of their remaining 14,654,710 outstanding shares are
also available for sale in the public market at any time.  Sales
of substantial amounts of the common stock may have a negative
effect on the market price of the common stock.

Under the terms of the Reorganization Plan, the unsecured
creditors are to receive, upon resolution of all disputed
creditor claims and completion of distributions, 20,000,000
shares of common stock in the reorganized Company to discharge
and in exchange for the $367,300,000 of unsecured debt that had
been outstanding upon commencement of the Chapter 11 proceedings.

Pursuant to the Reorganization Plan, they entered into a
registration rights agreement with the selling shareholders that
requires them to file a registration statement with the SEC to
register for resale the shares of common stock issued to the
selling shareholders as unsecured creditors under the
Reorganization Plan.  They are required to cause the registration
statement to remain effective until all the shares have been
resold or, if earlier, October 31, 2005.  They are also required
to permit the inclusion of such shares on a "piggyback" basis in
certain other registration statements filed by their Company
until such date.  They are required to pay all costs of compliance
with the registration rights agreement and the reasonable fees and
expenses of a single counsel for holders of such shares in
connection therewith.  Except for the ownership of the shares of
common stock offered, the selling shareholders have not had any
material relationship with them within the past three years.

A full-text copy of the prospectus is available for free at:

http://www.sec.gov/Archives/edgar/data/1038363/000104746903024854/a2115201z424b3.htm


(Metals USA Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


METRIS MASTER: Fitch Cuts Ratings on $3.6-Bil. Worth of Notes
-------------------------------------------------------------
Fitch Ratings downgrades the class A, class B, and class C notes
of the below listed series issued from Metris Master Trust and
places these series on Rating Watch Negative. The actions, which
affect approximately $3.6 billion of credit card backed
securities, reflect persistent deterioration in master trust
credit quality, the weakening seller/servicer profile, as well as
the challenging regulatory landscape in the subprime credit card
segment. These actions do not impact any trust issued series that
are insured by MBIA, Inc.

Since Fitch's last rating action in October 2002, trust credit
quality has continued to deteriorate. Reported gross losses have
been consistently above 20.0% since the beginning of the year,
averaging 21.26% year-to-date in 2003 compared to 15.82% in 2002
and 12.79% in 2001. While delinquencies have shown some
stabilization and a slight improvement in recent months, they
remain at high levels, indicating that trust losses are unlikely
to recede over the near-term. Also, despite management's efforts
to reposition the portfolio through tighter underwriting and more
active account management strategies, Fitch believes such
initiatives are unlikely to result in improved performance
measures over the immediate term.

Fitch is also increasingly concerned over eroding excess spread
levels, which have fallen to historical lows, and increased the
risk of early amortization. Excess spread levels have declined
significantly over the past few months, and for many series are
below 2%, as rising loss rates continue to offset the trusts lower
funding costs. At June 2003, one-month and three-month average
excess spread stood at 1.14% and 1.93%, respectively. With trust
funding costs unlikely to decline further and credit losses
expected to remain above 20%, Fitch expects excess spread to
remain under pressure. While under the terms of most ABS series
issued out of the master trust, the base rate trigger is tripped
if the three-month average excess spread falls below zero, the
term and conditions of the recently negotiated conduit facilities
are considerably more restrictive.

Fitch presently rates Metris Companies Inc. and its Direct
Merchants Credit Card Bank, N.A. bank subsidiary "CCC" and "B",
respectively, with a Negative rating outlook. These ratings
reflect the company's weak operating fundamentals and portfolio
credit quality as well as near-term liquidity and long-term
funding concerns. Challenges on the liquidity front include
significant ABS maturities coming due in 2004 as well as the
recently accelerated mandate to eliminate the remaining $565
million of deposits at DMCCB by the end of September 2003. While
the deposit take-out had been specified in the revised operating
agreement signed in March 2003, Fitch believes its acceleration
signals heightened regulator concerns.

When modeling revised collateral performance expectations, Fitch
employed several stress scenarios, incorporating a full purchase
rate stress in conjunction with the stresses applied to other key
variables. The decision to emphasize the full purchase rate stress
scenario reflects Fitch's concern that Metris would be unable to
fund new purchases on trust designated accounts in the event of
insolvency, bankruptcy, or receivership. Also incorporated into
our stresses, is the potential for a transfer of servicing whereby
the servicing fee is increased beyond the 2.0% specified in
outstanding term series. After reviewing these stress scenarios,
Fitch believes available credit enhancement is no longer
commensurate with the previously assigned ratings. As such,
ratings on outstanding trust series are adjusted as indicated
below.

                         Rating Actions

    Series 2001-4

      -- $372.93 Million Class A Floating Rate Notes
           to 'A-' from 'AA-';
      -- $66.29 Million Class B Floating Rate Notes
           to 'BB+' from 'BBB+';
      -- $60.77 Million Class C Floating Rate Notes
           to 'B' from 'BBB-'.

    Series 2001-3

      -- $484.81 Million Class A Floating Rate Notes
           to 'A-' from 'AA-';
      -- $86.19 Million Class B Floating Rate Notes
           to 'BB+' from 'BBB+';
      -- $79.01 Million Class C Floating Rate Notes
           to 'B' from 'BBB-'.

    Series 2001-2

      -- $559.39 Million Class A Floating Rate Notes
           to 'A-' from 'AA-';
      -- $99.45 Million Class B Floating Rate Notes
           to 'BB+' from 'BBB+';
      -- $91.16 Million Class C Floating Rate Notes
           to 'B' from 'BBB-'.

    Series 2001-1

      -- $454.97 Million Class A Floating Rate Notes
           to 'A-' from 'AA-';
      -- $80.88 Million Class B Floating Rate Notes
           to 'BB+' from 'BBB+';
      -- $64.03 Million Class C Floating Rate Notes
           to 'B' from 'BBB-'.

    Series 2000-3

      -- $372.9 Million Class A Floating Rate Notes
           to 'A-' from 'AA';
      -- $66.29 Million Class B Floating Rate Notes
           to 'BB+' from 'A-';
      -- $60.77 Million Class C Floating Rate Notes
           to 'B' from 'BBB'.

    Series 2000-1

      -- $447.52 Million Class A Floating Rate Notes
           to 'A-' from 'AA-';
      -- $67.96 Million Class B Floating Rate Notes
           to 'BB+' from 'BBB+';
      -- $84.53 Million Class C Floating Rate Notes
           to 'B' from 'BBB-'.


MICROBEST INC: Ahearn Jasco Steps Down as Independent Auditors
--------------------------------------------------------------
On July 7, 2003, Ahearn, Jasco + Company, P. A. provided a letter
to the Board of Directors of Microbest, Inc., in which they
resigned as the Company's independent auditors and certified
public accountants.

The accountants' report on the financial statements of the Company
for the fiscal years ended December 31, 2001 and 2000 expressedB
doubt as to the Company's ability to continue as a going concern.

Although Microbest Inc. has been in existence since 1993, the
Company has not been able to develop its operating plan to the
point where it can sustain profitable operations. The Company has
been involved essentially in product development and market
testing and development since it was founded. In 1997 the Company
began concentrating its marketing efforts in the food service
industry and more recently in the Janitorial and Sanitary
(Jan/San) Distributor market and has been successful in developing
a modest presence for its products in these markets. For the two
years and nine months ended September 30, 2002, the company
generated $1,681,043 in net sales, recorded net losses of
$2,425,753 and also generated $1,416,799 from financing activities
during this period to help fund the shortfall in working capital.

The business of developing, marketing and selling the Company's
biological cleaning products is capital intensive. The Company
intends to continue its selling and marketing efforts and will
require additional capital in order to continue operating at the
current level, to expand its business, and to fund production and
development costs. Additional capital financing may not be
available. Without such financing, the Company will not be able to
continue at its present operational level or fully implement its
business strategy.

                 LIQUIDITY AND CAPITAL RESOURCES

Since February 16, 2001 the Company has relied on financial
commitments, from Forward Looking Technologies Inc., a venture
capital group specializing in funding emerging growth technology
companies, with an emphasis on solutions to pressing environmental
issues to meet its shortfall in operating capital. Between
February 2001 and June 2002 the Company received $669,225 from FLT
for which it issued 5,536,947 restricted shares of common stock
without registration in reliance upon section 4 (2) of the
Securities Act of 1933. The stock was issued at a 25% discount to
the market, in accordance with the terms of the commitment. The
FLT commitment terminated in August 2002 because of their
liquidity situation and the lawsuits referred to above.

On August 10, 2002 the Company received a "Memorandum of
Understanding/Term Sheet" from Roan/ Myers Associates, L.P.,
Investment Bankers regarding a proposal to privately offer and
sell a minimum of $3 million to a maximum of $5 million of the
Company's securities in a private placement transaction in
reliance upon an exemption from registration pursuant to Section 4
(2) of The Securities Act of 1933. One of the terms for this
offering was that the Company's common stock would be trading on
the OTC/BB. The Company does not believe that its common stock
will be approved for trading on the OTC/BB at this time.
Accordingly, this proposed offering is no longer viable and is
considered terminated.

The Company raised substantially all its invested funds through
the private sales of its common stock relying on exemptions from
registration under the Securities Act of 1933. These sales of
stock are costly to the Company because of the decline in the
market price of the Company's common stock over the past few
years. The low bid price dropped to a low of $.05 after being
removed from the OTC/BB on January 20, 2000 because of Rule 6530.
For the past three years the shares have been traded as low as
$0.04 per share on the National Quotation Bureau's Electronic
Quote System. Management believes not being able to trade on the
OTC/BB has had and will continue to have a negative impact on the
price of the stock. If the Company is unable to raise additional
capital in the future through the sale of its common stock or is
unable to find alternative sources of investor funds, the
Company's ability to continue will be in jeopardy.

Due to insufficient cash generated from operations, the Company
presently does not have cash available to pay its already incurred
accounts payable and other liabilities. Obligations are being met
on a day-to-day basis as cash becomes available. There can be no
assurance given that the Company's present flow of cash, both from
operations and any new financial commitments, will be sufficient
to meet current and future obligations. The Company continues to
require additional investment capital to fund operations and
development. As such, these factors, as well as other factors
discussed in "financial condition" below, raise substantial doubt
about the Company's ability to continue as a going concern.

In the opinion of management the Company will not be able to
continue operations without a major infusion of funds. As a result
of the License Agreement executed with Purity Products, Inc. on
October 5, 2002 the amount of funding required will be
significantly less than the $3-5 million anticipated by the
funding proposal from RMA mentioned above. Management believes
that if a funding between $500,000 and $1 million is not received
the Company will not be able to continue.


MICROBEST INC: Fails to Comply with SEC Reporting Requirements
--------------------------------------------------------------
Microbest, Inc. is not in compliance with the reporting
requirements pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 in that it filed Form 10-QSB for the quarter
ended September 30, 2002 without the required review by an
independent accountant; it has not filed Form 10-KSB, for the year
ended December 31, 2002; it has not filed Form 10-QSB, for the
quarter ended March 31, 2003 and anticipates it will not timely
file Form 10-QSB for the quarter ended June 30, 2003, all because
the Company lacks the funds to pay its independent auditor for the
required audit and reviews.

The Company continues to be unable to generate positive cash flow
from operations. The Company had previously met the shortfall in
its cash flow through the private placement sale of unregistered
shares of its common stock.

In the fall of 2002 the NASD blocked the return of trading of the
Company's common stock to the OTC/BB, because of a legal matter
involving major stockholders, which does not involve the Company.
This action by the NASD has effectively removed this source of
funding to the Company. Management continues to seek a resolution
to this problem but can give no assurance that it will be
successful.

On May 31, 2003 the Company closed its executive offices at 751
Park of Commerce Drive, Suite 122, Boca Raton, FL 33487 as an
economy measure and moved to smaller executive offices at 5840
Corporate Way, Suite 200, West Palm Beach, FL 33407.


MIRANT CORP: Wins Interim Nod to Hire Haynes & Boone as Counsel
---------------------------------------------------------------
Pending the final hearing for the Application, Bankruptcy Court
Judge Lynn approves the Mirant Debtors' employment of Haynes and
Boone on an interim basis, as of July 14, 2003.

                          *     *     *

The Debtors expect Haynes and Boone to:

     (a) take all necessary actions to protect and preserve the
         estates of the Debtors, including the prosecution of
         actions on the Debtors' behalf, the defense of any actions
         commenced against the Debtors, the negotiation of disputes
         in which the Debtors are involved, and the preparation of
         objections to claims filed against the Debtors' estates;

     (b) prepare, on the Debtors' behalf, all necessary motions,
         applications, answers, orders, reports, and papers in
         connection with the administration and prosecution of the
         Debtors' Chapter 11 cases;

     (c) assist the Debtors in connection with any proposed sale of
         assets pursuant to Section 363 of the Bankruptcy Code;

     (d) advise the Debtors in respect of bankruptcy, energy, real
         estate, regulatory, securities, labor law, intellectual
         property, licensing and tax matters or other services as
         requested; and

     (e) perform all other legal services in connection with these
         Chapter 11 cases.

Compensation will be payable to Haynes and Boone on an hourly
basis, plus reimbursement of actual, necessary expenses incurred
by Haynes and Boone.  The primary Haynes and Boone attorneys and
paralegals who will represent the Debtors and their current
standard hourly rates are:

       Robin E. Phelan      Partner          $550
       Judith Elkin         Partner           495
       Ian T. Peck          Associate         245
       Meredyth A. Purdy    Associate         260
       Kim Morzak           Paralegal         160
(Mirant Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


NATIONAL WINE: S&P Affirms Credit & Debt Ratings After Review
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating and 'CCC+' senior unsecured debt rating on alcoholic
beverage distributor National Wine & Spirits Inc. At the same
time, Standard & Poor's has withdrawn its 'B' senior secured bank
loan rating on NWS following the company's recent refinancing of
its bank facility. (The new bank facility is not rated.) All
ratings are removed from CreditWatch where they were placed
Jan. 6, 2003.

The ratings outlook on the Indianapolis, Indiana-based NWS is
negative.

About $98 million of total debt (including notes payable to
stockholders) was outstanding at March 31, 2003.

The rating affirmation concludes Standard & Poor's review of NWS'
financial profile and operating performance following the
company's loss of several key suppliers' business in Illinois.
This included the termination of distribution rights for Diageo,
Pernod Ricard, Future Brands, and Canandaigua Wine Company brands
in the state of Illinois during the fiscal year ended March 31,
2003. Standard & Poor's estimates that the amount of revenues for
these affected brands together total approximately 32% of total
revenues for fiscal 2003.

Subsequently, NWS was chosen as a strategic distributor of Diageo
and chosen as the exclusive distributor of Diageo spirits and wine
brands in Indiana. In Michigan, the company has been selected as
the exclusive broker and authorized distribution agent of Diageo
and Schieffelin & Somerset spirits brands and as the exclusive
distributor of Diageo "mixed spirits drinks." These agreements
have removed some uncertainty for the company regarding its
distribution rights in these two states. Although Standard &
Poor's remains concerned about NWS' ability to replace the
distribution of the lost business in Illinois, an agreement with
Glazer's Wholesale Drug Company to form a strategic partnership to
secure new business in Illinois will likely provide some new
opportunities.

In addition, NWS reduced debt by about $11.5 million in fiscal
2003, and expects further debt reduction in 2004 due to the
collection of accounts receivable and inventory liquidation
related to the lost distribution rights in Illinois. Despite
expectations for reduced sales and profitability in fiscal 2004,
cost-cutting initiatives underway and reduced interest expense
associated with lower debt levels should enable NWS to stabilize
credit measures. However, further loss of distribution rights and
the inability to replace lost revenues with distribution of
competing suppliers' brands could hurt NWS' credit measures.

"The ratings reflect NWS' high (yet declining) debt levels,
participation in the highly competitive and consolidating U.S.
alcohol distribution industry, and its recent loss of distributor
rights, yet unique industry protections mandated by law. NWS is a
distributor of wine and spirits in Indiana, Michigan, and
Illinois, and also holds a 25% stake in a Kentucky distribution
company," said Standard & Poor's credit analyst Nicole Delz
Lynch.

The alcoholic beverage market is stable, mature, and non-cyclical.
Whereas the distribution business was once highly fragmented,
consolidation has more recently led to regional domination by two
or three companies in the states where National Wine competes.


NEXMED INC: Secures $1.8MM Line of Credit from GE Life Science
--------------------------------------------------------------
NexMed, Inc. (Nasdaq: NEXM), a developer of innovative transdermal
treatments based on its NexACT(R) proprietary drug delivery
technology, has entered into an agreement for a $1.85 million line
of credit with GE Life Science and Technology Finance, a unit of
GE Commercial Finance, for the purchase of equipment for its
manufacturing and laboratory facilities.

NexMed's state-of-the-art manufacturing facility is intended to
serve as the base of operations for the manufacture and quality
control of Alprox-TD(R) and other NexACT-based products under
development.  The facility is designed to meet GMP standards and,
subject to FDA approval, is capable of producing over 100 million
units of Alprox-TD(R) per year when operating at full commercial
capacity.  The 31,000 sq. ft. facility also includes laboratories,
warehouse and executive and administrative areas.

Ms. Vivian Liu, acting chief financial officer for NexMed, said,
"We are very pleased to receive this line of credit which will
free up cash for our U.S. development activities."  Ms. Liu
further added, "At our current level of expenditures, we have over
a year's cash reserves and this credit line will further bolster
our financial position."

NexMed, Inc. is an emerging pharmaceutical and medical technology
company, with a product pipeline of innovative topical drug
treatments based on the NexACT(R) transdermal delivery technology.
Its lead NexACT(R) product under development is the Alprox-TD(R)
cream treatment for male erectile dysfunction. NexMed is also
working with various pharmaceutical companies to explore the
introduction of its NexACT(R) delivery system into their existing
drugs as a means of developing new patient-friendly transdermal
products and extending patent lifespans.

GE Life Science and Technology Finance, a unit of GE Commercial
Equipment Financing, which is a division of GE Commercial Finance,
provides financial solutions for life science companies throughout
the USA and Canada with a portfolio exceeding $400MM in served
assets, representing over 275 customers. Visit their Web site at
http://www.gelstf.com  GE is a diversified services, technology
and manufacturing company with operations worldwide.

                           *    *    *

                     Going Concern Uncertainty

In the Company's Form 10-K filed on March 31, 2003, NexMed Inc.,
reported:

"OUR INDEPENDENT ACCOUNTANTS HAVE DOUBT AS TO OUR ABILITY TO
CONTINUE AS A GOING CONCERN FOR A REASONABLE PERIOD OF TIME.

"As a result of our losses to date, working capital deficiency
and accumulated deficit, our independent accountants have
concluded that there is substantial doubt as to our ability to
continue as a going concern for a reasonable period of time, and
have modified their report in the form of an explanatory
paragraph describing the events that have given rise to this
uncertainty. Our continuation is based on our ability to
generate or obtain sufficient cash to meet our obligations on a
timely basis and ultimately to attain profitable operations. Our
independent auditors' going concern qualification may make it
more difficult for us to obtain additional funding to meet our
obligations. We anticipate that we will continue to incur
significant losses until successful commercialization of one or
more of our products, and we may never operate profitably in the
future.

"WE WILL NEED SIGNIFICANT FUNDING TO COMPLETE OUR RESEARCH AND
DEVELOPMENT EFFORTS.

"Our research and development expenses for the years ended
December 31, 2002, 2001, and 2000 were $21,615,787, $12,456,384,
and $6,892,283, respectively. Since January 1, 1994, when we
repositioned ourselves as a medical and pharmaceutical
technology company, we have spent $50,695,348 on research and
development. We anticipate that our expenses for research and
development will not increase in 2003. Given our current lack of
cash reserves, we will not be able to advance the development of
our products unless we raise additional cash reserves through
financing from the sale of our securities and/or through
partnering agreements. If we are successful in entering
partnering agreements for our products under development, we
will receive milestone payments, which will offset some of our
research and development expenses.

"As indicated above, our anticipated cash requirements for
Alprox-TD(R) through the NDA filing in the first half of 2004,
will be approximately $15 million. Completion of the open label
study is not a prerequisite for our NDA filing. We may not be
able to arrange for the financing of that amount, and if
we are not successful in entering enter into a licensing
agreement for Alprox-TD(R), we may be required to discontinue
the development of Alprox-TD(R).

"We will also need significant funding to pursue our product
development plans. In general, our products under development
will require significant time-consuming and costly research and
development, clinical testing, regulatory approval and
significant additional investment prior to their
commercialization. The research and development activities we
conduct may not be successful; our products under development
may not prove to be safe and effective; our clinical development
work may not be completed; and the anticipated products may not
be commercially viable or successfully marketed. Commercial
sales of our products cannot begin until we receive final FDA
approval. The earliest time for such final approval of the first
product which may be approved, Alprox-TD(R), is sometime in
early 2005. We intend to focus our current development efforts
on the Alprox-TD(R) cream treatment, which is in the late
clinical development stage."


NICHOLAS-APPLEGATE: S&P Keeps Watch on Low-B Class D Note Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
C and D notes issued by Nicholas-Applegate CBO II Ltd., a high-
yield arbitrage CBO transaction, on CreditWatch with negative
implications. At the same time, the ratings on the class A and B
notes are affirmed based on the level of overcollateralization
available to support the notes.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the rated
notes since the transaction was originated in April 2001. These
factors include a decline in the weighted average coupon generated
by the fixed-rate assets within the collateral pool, par erosion
of the collateral pool, and negative migration of the credit
quality of the performing assets within the pool.

Standard & Poor's noted that the weighted average coupon generated
by the performing fixed-rate assets in the portfolio has declined
since origination. According to the most recent available monthly
trustee report (June 20, 2003), the weighted average coupon was
9.71%, less than the minimum required ratio of 9.80%, and compared
to a weighted average coupon of approximately 9.83% as of the
transaction's effective date.

Furthermore, Standard & Poor's noted that as a result of asset
defaults, the overcollateralization ratios for the transaction
have deteriorated since the transaction was originated. As of the
June 20, 2003 trustee report, the class A overcollateralization
ratio was still in compliance with a ratio of 140.11%, versus the
minimum required ratio of 126.5%; however, the ratio decreased
from an approximate ratio of 147.98% at origination. The class B
overcollateralization ratio was still in compliance with a ratio
of 117.28%, versus the minimum required ratio of 111.0%; however,
this ratio decreased from an approximate ratio of 124.0% at
origination. The class C overcollateralization ratio was still in
compliance with a ratio of 109.7%, versus the minimum required
ratio of 106.5%; however, this ratio decreased from an approximate
ratio of 116.02% at origination. Finally, the class D
overcollateralization ratio was still in compliance with a ratio
of 104.77%, versus the minimum required ratio of 104.6%; however,
this ratio decreased from an approximate ratio of 110.83% at
origination. The transaction is currently failing the minimum
par value test with a current ratio of 104.77%, versus a required
ratio of 109.3%.

As part of its analysis, Standard & Poor's will be reviewing the
results of current cash flow runs generated for Nicholas-Applegate
CBO II Ltd. to determine the level of future defaults the rated
notes can withstand under various stressed default timing and
interest rate scenarios, while still maintaining their ability to
pay all of the interest and principal due on the notes. The
results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the credit
enhancement available to support the notes. Standard & Poor's will
remain in contact with Nicholas-Applegate Capital Management, the
collateral manager for the transaction.

               RATINGS PLACED ON CREDITWATCH NEGATIVE

                    Nicholas-Applegate CBO II Ltd.

                      Rating
      Class    To                From    Current Balance ($ mil.)
      C        BBB/Watch Neg     BBB                        13.75
      D        BB-/Watch Neg     BB-                        10.00

                          RATINGS AFFIRMED

                   Nicholas-Applegate CBO II Ltd

           Class    Rating     Current Balance ($ mil.)
           A        AAA                         166.478
           B        A-                           32.400


NRG ENERGY: Court Approves PricewaterhouseCoopers as Accountants
----------------------------------------------------------------
Pursuant to Section 327(a) of the Bankruptcy Code, the NRG Energy
Debtors sought and obtained the Court's authority to employ
PricewaterhouseCoopers LLP to perform auditing, accounting
consultation and tax advisory services in these cases, effective
as of the Petition Date.

According to Scott J. Davido, General Counsel of NRG Energy,
Inc., the Debtors are familiar with PwC's professional standing
and reputation.  PwC has a wealth of experience in providing
audit, accounting consultation and tax advisory services in
restructurings and reorganizations and enjoys an excellent
reputation for services it has rendered in large and complex
Chapter 11 cases.

In 1995, PwC was engaged to provide auditing, accounting
consultation and tax advisory services to the Debtors for the
year ended December 31, 1995.  Since then, PwC has developed a
great deal of institutional knowledge regarding the Debtors'
operations, finance and systems.  PwC's experience and knowledge
will be valuable to the Debtors in its efforts to reorganize.

Specifically, PwC will provide these services:

A. Auditing and Accounting Consultation

     (a) audits of the financial statements of the Debtors as may
         be requested from time to time or as required by the
         Securities and Exchange Commission including Forms 10K
         under applicable law;

     (b) audits of any benefit plans as may be required by the
         Department of Labor or the Employee Retirement Income
         Security Act, as amended;

     (c) audits of any statutory related financial statements as
         required by applicable laws or as requested by the
         Debtors;

     (d) review of the unaudited quarterly financial statements of
         the Debtors as may be requested from time to time or as
         required by the Securities and Exchange Commission
         including Forms 10-Q under applicable law; and

     (e) performance of other related accounting consultation
         services for the Debtors as may be necessary or desirable.

B. Tax Advisory

     (a) review and assistance in the preparation and filing of
         any tax returns;

     (b) advice and assistance regarding tax planning issues,
         including calculating net operating loss carry forwards
         and the tax consequences of any proposed reorganization
         plans, and assistance in the preparation of any Internal
         Revenue Service ruling requests regarding the future tax
         consequences of alternative reorganization structures;

     (c) assistance regarding existing and future IRS examinations;
         and

     (d) any and all other tax assistance as maybe requested from
         time to time.

Moreover, the Debtors and PwC agreed that:

     (1) any controversy or claim with respect to, in connection
         with, arising out of, or in any way related to this
         Application or the services provided by PwC to the
         Debtors, including any matter involving a successor in
         interest or agent of any of the Debtors or of PwC will be
         brought in the Bankruptcy Court or the District Court for
         the Southern District of New York if the District Court
         withdraws the reference;

     (2) they consent to the jurisdiction and venue of the court
         as the sole and exclusive forum for the resolution of
         claims, causes of actions or lawsuits;

     (3) they waive trial by jury, the waiver being informed and
         freely made;

     (4) if the Bankruptcy Court, or the District Court if the
         reference is withdrawn, does not have or retain
         jurisdiction over the foregoing claims and controversies,
         PwC and the Debtors, and any and all successors and
         assigns thereof, will submit first to non-binding
         mediation; and, if mediation is not successful, then to
         binding arbitration, in accordance with the dispute
         resolution procedures set forth in this Application; and

     (5) judgment on any arbitration award may be entered in any
         court having proper jurisdiction.

David Schroeder, a PricewaterhouseCoopers partner, assures Judge
Beatty that PwC:

     (1) has no connection with the Debtors, its creditors or other
         parties-in-interest in these Chapter 11 cases,

     (2) does not hold any interest adverse to the Debtors'
         estates; and

     (3) is a "disinterested person" as defined within Section
         101(14) of the Bankruptcy Code.

Mr. Schroeder states that it is PwC's policy and intent to update
and expand its ongoing relationship search for additional
parties-in-interest.  If any new relevant facts or relationships
are discovered or arise, PwC will promptly file a supplemental
affidavit.

PwC will be compensated in accordance with the procedures set
forth in Sections 330 and 331 of the Bankruptcy Code.  PwC's
customary hourly rates are  subject to periodic adjustments:

     Partners                           $490 - 690
     Managers/Directors                  325 - 550
     Associates/Senior Associates        150 - 325
     Administration/Paraprofessionals     75 - 140

In addition, PwC will seek reimbursement of the out-of-pocket
expenses incurred in providing the services. (NRG Energy
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


OMNOVA SOLUTIONS: Will Cease Heat Transfer Printing Product Line
----------------------------------------------------------------
OMNOVA Solutions (NYSE: OMN) will discontinue its heat transfer
printing product line which serves the apparel and home
furnishings industry. The heat transfer printing product line has
approximately $8 million in sales. The exit process will be
phased, with completion anticipated near the end of 2003.

"We regret our departure from the apparel and home furnishings
heat transfer industry," said Judy Robbins, Product General
Manager. "After a 31 year close working relationship with the
industry, this was not a decision made easily or lightly.
Decreased demand and the industry's migration to off-shore sources
have led us to conclude that exiting the market now is the
appropriate move for OMNOVA.

"During the transition period we will work closely with our
customers to help them with the transition," said Robbins.

OMNOVA will put greater focus on its more strategic decorative
laminates and home furnishings direct-print businesses which have
shared manufacturing resources with heat transfer at the Company's
Monroe, North Carolina facility.

"This move will have a significant, positive impact on OMNOVA's
ability to respond quickly to customer needs in the global paper
laminates marketplace and in direct print," said Henry Foxx, Vice
President and General Manager of OMNOVA Solutions' decorative
laminates business.  "It allows us to leverage recent operational
enhancements we have made in delivering high fidelity designs."

OMNOVA Solutions will reorganize the Monroe, North Carolina
facility to optimize its focus on decorative laminates and direct
print, and will close its heat transfer sales office in New York
City. In addition, the Company will consolidate its Charlotte,
North Carolina sales office into the nearby Monroe plant.

OMNOVA Solutions will take a charge of approximately $7.4 million
to be incurred over the third and fourth quarters of 2003,
primarily as a result of the decision to discontinue the heat
transfer printing product line. About $1.8 million of this charge
is cash-related. The Company expects an annual benefit of about $3
million due to this action.

OMNOVA Solutions is a technology-based company with 2002 sales of
$681 million and 2,300 employees worldwide. OMNOVA is an innovator
of decorative and functional surfaces, emulsion polymers and
specialty chemicals.

As reported in Troubled Company Reporter's May 13, 2003 edition,
Fitch Ratings assigned a 'BB' rating to OMNOVA Solutions
Inc.'s proposed $165 million senior secured notes due 2010 and a
rating of 'BB+' to Omnova's proposed senior secured credit
facility.


ON SEMICONDUCTOR: July 4 Net Capital Deficit Widens to $750 Mil.
----------------------------------------------------------------
ON Semiconductor Corp. (NASDAQ: ONNN) announced that total
revenues in the second quarter of 2003 were $256 million, a
decline of 5 percent from the previous quarter. As a result of
cost-cutting measures, the company's gross margin increased by 100
basis points to 28.6 percent from 27.6 percent in the first
quarter of 2003. During the second quarter of 2003, the company
reported a net loss of $58 million that included $35 million, or
$0.20 per share of restructuring and other charges.

The company reported a revised net loss of $51 million for the
first quarter of 2003 that included a $22 million, or $0.12 per
share charge relating to a change, made in the second quarter but
effective as of Jan. 1, 2003, in the company's method of
accounting for actuarial gains and losses relating to its defined
benefit pension obligations. The company provides additional
details on this change in the "Accounting Changes" section of this
release. The net loss for the first quarter of 2003 also included
a $3.5 million, or $0.02 per share loss on debt prepayment.

The decline in second quarter revenues was primarily the result of
weakness in the automotive and wireless sectors coupled with
higher than expected price declines in all markets. On a mix
adjusted basis, average selling prices in the second quarter of
2003 were down approximately 4 percent from the first quarter of
2003.

The restructuring and other charges of $35 million in the second
quarter of 2003 included a $21 million non-cash impairment of
developed technology from the 2000 acquisition of Cherry
Semiconductor, $11 million of other non-cash asset impairments,
and a $3 million cash charge for employee separation, contract and
lease termination costs.

EBITDA for the second quarter of 2003 was $20 million and included
$35 million of restructuring and other charges. Revised EBITDA for
the first quarter of 2003 was $26 million and included the $22
million charge relating to a change in the company's method of
accounting as well as the $3.5 million loss on debt prepayment. A
reconciliation of this non-GAAP financial measure to the company's
net loss and net cash provided by operating activities prepared in
accordance with U.S. GAAP is set out in the attached schedule.

"Our cost-reduction efforts enabled us to improve our gross margin
and to offset the weakness in some of our end-markets," said Keith
Jackson, ON Semiconductor president and CEO. "We have greatly
improved our efficiencies through these efforts and we are working
to increase our intellectual property and strengthen our new
product portfolio as part of our efforts to drive higher margins
and increase revenues."

                          ACCOUNTING CHANGES

In the second quarter of 2003, the company changed its method of
accounting for actuarial gains and losses relating to its defined
benefit pension obligations. Historically, the company amortized a
portion of its actuarial gains or losses to expense over future
periods. Effective Jan. 1, 2003, the company will no longer defer
actuarial gains or losses, but will recognize such gains or losses
during the fourth quarter of each year, the period when the
company prepares its annual pension plan actuarial valuations. The
cumulative effect of this accounting change required a $22 million
or $0.12 per share charge in the company's revised first-quarter
results.

In the second quarter of 2003, the company began consolidating the
financial results of its majority-owned investment in Leshan
Phoenix Semiconductor following recent guidance from the Financial
Accounting Standards Board. In the past, the company had accounted
for this investment under the equity method. Consolidation of the
company's investment, required because its economic interest in
Leshan is proportionately greater than its actual ownership
interest, did not impact the company's previously reported
operating results or stockholders' deficit. Previously reported
financial information will be revised for comparative purposes. As
a result of the Leshan consolidation, the company's second quarter
revenues increased by approximately $2 million while EBITDA
increased by approximately $5 million.

At July 4, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $750 million.

                     THIRD QUARTER AND 2003 OUTLOOK

"Based upon booking trends, backlog levels and estimated turns
levels, we anticipate that total revenues will be roughly flat in
the third quarter," Jackson said. "We expect that our gross
margins will increase slightly as a result of our ongoing cost-
reduction measures. We have driven costs down faster than expected
and reduced our break-even level, but we need price stability and
stronger end-market growth to achieve profitability. While price
declines have moderated, we do not currently expect sufficient
end-market growth to enable the company to achieve positive
earnings per share in the fourth quarter of 2003."

ON Semiconductor offers an extensive portfolio of power and data
management semiconductors and standard semiconductor components
that address the design needs of today's sophisticated electronic
products, appliances and automobiles. For more information, visit
ON Semiconductor's Web site at http://www.onsemi.com


PAC-WEST TELECOMM: 2nd Quarter Results Show Marked Improvement
--------------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of integrated
communications services to service providers and small and medium-
sized enterprises in the western U.S., announced its results for
the second quarter ended June 30, 2003.

Hank Carabelli, Pac-West's President and CEO, said, "Our second
quarter was atypical due to a number of significant negotiated
agreements. The benefits received from these agreements are not
indicative of anticipated future performance. This recurring
pattern of incumbent local exchange carriers forcing competitors
to pursue legal actions to enforce agreements emphasizes the
inherent volatility in our industry. Periodic impacts aside, we
achieved robust quarterly growth as evidenced by 20% sequential
line growth and 7% sequential minutes of use growth, while
continuing our focus on delivering Five-Star Customer Service and
growing our business as efficiently as possible."

Ravi Brar, Pac-West's CFO, commented, "Adjusting for negotiated
agreements in the second quarter, we reported 17% sequential
revenue growth while maintaining expenses at essentially unchanged
levels. We continue to see strength in our SME and SP lines of
business, as line and minutes of use growth offset competitive
pricing pressures."

                               Revenues

Pac-West's total revenues for the second quarter 2003 were $45.7
million, a 50% increase from revenues of $30.5 million in the
first quarter of 2003, and a 19% increase from revenues of $38.5
million in the second quarter of 2002.

Revenues for the second quarter of 2003 were inclusive of a
combined $10.0 million in revenues deferred in previous periods
from both SBC California and Verizon Communications. Excluding
these amounts, Pac-West's total revenues for the second quarter
2003 were $35.7 million, an increase of 17% from first quarter
2003 revenues of $30.5 million due to line and usage growth
offsetting the previously expected reductions in reciprocal
compensation rates.

                              Expenses

Cost of sales was $7.0 million in the second quarter of 2003, a
decrease of 35% from $10.7 million in the first quarter of 2003,
and a decrease of 50% from $14.0 million in the second quarter of
2002. Cost of sales for the second quarter of 2003 was inclusive
of $4.1 million in negotiated supplier credits for the period.
Excluding these credits, cost of sales was $11.1 million, a
minimal sequential quarterly increase of 4% primarily associated
with line growth.

SG&A expenses were $14.0 million in the second quarter of 2003, a
decrease of 6% from $14.9 million in the first quarter of 2003,
and a 14% decrease from $16.2 million in the second quarter of
2002. SG&A expenses for the second quarter of 2003 included a
negotiated supplier credit of approximately $0.8 million.
Excluding this credit, SG&A expenses were $14.8 million for the
second quarter of 2003, essentially unchanged at a 1% decrease
from the previous quarter.

                           Net Income (Loss)

Net income for the second quarter of 2003 was $9.2 million,
compared to a net loss of $10.3 million for the first quarter of
2003, and net loss of $13.4 million for the second quarter of
2002. Net income for the second quarter of 2003 was inclusive of
$10.0 million in revenues deferred from previous periods and $4.9
million in negotiated supplier credits.

Basic and diluted net income per share for the second quarter of
2003 was $0.25, as compared to a net loss per share of $0.28 in
the first quarter of 2003, and net loss per share of $0.37 in the
second quarter of 2002.

                               EBITDA

EBITDA (earnings before interest expense, net; income taxes;
depreciation and amortization) for the second quarter of 2003 was
$24.6 million, an increase from $4.9 million for the first quarter
of 2003, and a loss of $8.1 million in the second quarter of 2002.
Although EBITDA is not a measure of financial performance under
generally accepted accounting principles, we believe it is a
common measure used by analysts and investors in comparing the
company's results with those of its competitors as well as a means
to evaluate the company's capacity to meet its service
obligations. The company uses EBITDA as an internal measurement
tool and has included EBITDA performance goals in its 2003 company
wide compensation package. Accordingly, we are including EBITDA in
our discussion of financial performance, as we believe that its
presentation provides useful and relevant information.

EBITDA for the second quarter of 2003 was inclusive of the
previously discussed combined $10.0 million in revenues deferred
from previous periods and $4.9 million in negotiated supplier
credits.

                            Liquidity

As of June 30, 2003, the company had cash and short-term
investments totaling $54.0 million, an increase of $2.1 million
from $51.9 million in cash at the end of the first quarter of
2003. The cash flow provided from operations was offset by uses of
cash during the quarter, including $2.1 million in capital lease
payments, $4.2 million in remaining fiber IRU payments, and $1.4
million in capital expenditures.

                 Lines in Service and Minutes of Use

Total DS-0 equivalent lines in service, which include SP and on-
network SME DS-0 line equivalents, were 403,751 in the second
quarter of 2003, a 20% increase sequentially from 337,294 lines at
the end of the first quarter of 2003, and a 26% year-over-year
increase from 320,042 lines at the end of the second quarter of
2002.

Total minutes of use were 10.0 billion in the second quarter of
2003, a 7% increase from 9.4 billion minutes in the first quarter
of 2003, and a 30% increase from 7.7 billion minutes in the second
quarter of 2002.

                       Nasdaq Listing Update

Pac-West has received a determination by a Nasdaq Listing
Qualifications Panel which, subject to certain conditions,
provides the company until September 22, 2003 to regain compliance
with the Nasdaq Stock Market's minimum bid requirement. If the
company does not regain compliance prior to this date, the company
may implement the reverse share split approved by its shareholders
at its annual shareholder meeting on June 9, 2003, with the
purpose of regaining compliance for continued listing on the
Nasdaq SmallCap Market.

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

                            *  *  *

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

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


PCNET INT'L: Defaults on Obligations Under Plan of Arrangement
--------------------------------------------------------------
PCNET International Inc. (TSX-V: PCT) has released its quarter
three financial statements and management discussion and analysis
for the three and nine month periods ending May 31, 2003 and has
provided an update on the status of its CCAA process.

                          CCAA Process

As of the date of the release of the interim financial statements,
PCNET is still operating under its court ordered Companies
Creditors Arrangements Act protection.

PCNET was granted protection on September 30, 2002 to enable
management to financially and operationally restructure the
company. Since that date a number of important milestones and
deadlines have been reached or set.

- On December 4, 2002, 100% of voting creditors approved the
   company's Plan of Arrangement and Compromise.

- An original payment date of January 17, 2003 was set.

- An extension of this payment was twice obtained revising the
   payment date to April 25, 2003 and June 4, 2003.

On June 6, 2003 the company announced that it had arranged to
place the funds required to make payment under a revised version
of its plan of arrangement in trust. At that time, that company
also announced that it had obtained agreements in principal with
three creditors agreeing to defer their right to receive funds
under the plan.

Since that date PCNET's primary objective and focus has been to
conclude definitive agreements with these parties. Currently the
company has completed the final form of agreements for two of
these parties and all three agreements will be executed
simultaneously.

In anticipation of this the company has scheduled a court date on
August 19, 2003 for the Monitor to obtain final court approval of
these revisions to the plan and to revise the payment date to the
closing date of the revisions. Until this date however, PCNET
International Inc is in technical default of its obligations under
its Plan of Arrangement and Compromise.

Failure to obtain court approval of the revised plan would result
in the termination of CCAA protection. Furthermore, should a
negative action be launched by a creditor or group of creditors,
the company could have its Stay of Proceedings lifted, losing its
CCAA protection. However, the company is confident that the
revised payment terms are acceptable to the three creditors and
the remaining creditors will receive funds as contemplated in the
Plan of Arrangement and Compromise just after the scheduled court
date. Accordingly from PCNET's point of view, there would be
little benefit to a removal of the Stay of Proceedings vs.
receiving the payments as contemplated by the plan of the revised
payment date. However, there can be no assurance that the company
will complete and/or obtain approval for the transaction and
continue as a going concern.

             Amalgamation with Technovision Systems Inc.

The company's negotiations with Technovision Systems Inc with
regards to the proposed merger are progressing rapidly. Directly
as a result of this proposed strategic transaction, PCNET has
conditionally obtained the capital for the revised CCAA payment
obligation through a loan from Technovision Systems Inc.

In anticipation of concluding a definitive merger agreement, the
companies have called extra-ordinary meetings of the shareholders
for September 15, 2003. If the definitive agreements are signed
prior to the mailing dates required for these meetings,
shareholder will be asked to vote approval for the proposed merger
during the meeting.

                          Going Concern

Based on the factors above, the company is reasonably optimistic
that a successful conclusion to its CCAA process will be achieved.
Accordingly, the company has not made adjustments to its financial
statements that would otherwise be required by a non-going concern
entity under Canadian generally accepted accounting principles.

                        Restructuring Results

Financial results Q3 2003 have shown further improvement over the
preceding quarter. PCNET achieved a consolidated EBITDA of
$55,688, an increase of $11,440 over Q2. Excluding the EBITDA
losses generated by PCNET's retail computer operations, ISP
operations generated $78,367 and increase of $28,314 over Q2.

PCNET is also pleased to report that churn results experienced
during the CCAA restructuring period to May 31, 2003 have so far
have been consistent with its historical average churn.

PCNET International Inc. (TSX-V: PCT) is a leading Internet Access
Provider with its head office in Victoria British Columbia. Since
its inception in 1995, PCNET has grown to be one of Western
Canada's largest ISPs. PCNET provides a full range of retail and
wholesale Internet services including dial-up and high speed
Internet access, Web site hosting, server co-location and computer
hardware sales.


PEABODY ENERGY: Shareholders Complete Secondary Public Offering
---------------------------------------------------------------
Peabody Energy announced that a public offering of 5.4 million
shares under Peabody's shelf registration statement has been
priced at $31.61 per share.  The offering's underwriters were also
granted an over-allotment option to purchase an additional 810,000
shares at the offering price of $31.61.

Selling shareholders include Lehman Brothers Merchant Banking
Partners II L.P. and its affiliates.  The company did not sell any
shares through the offering.  Selling shareholders will receive
all net proceeds.  The offering was made through a group of
underwriters led by Lehman Brothers Inc.  The sale reduces Lehman
Brothers Merchant Banking Partners II L.P. interest in Peabody to
19 percent.

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

                           *    *    *

As previously reported in Troubled Company Reporter, Fitch
Ratings assigned a 'BB+' to Peabody Energy's $600 million
revolving credit facility and a new $600 million bank term loan
and a 'BB' to its issuance of $500 million of senior unsecured
notes due 2013. The Rating Outlook remains Positive.


PETROLEUM GEO-SERVICES: S&P Drops Corporate Credit Rating D
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Petroleum Geo-Services ASA to 'D' from 'CC' following
the company's announcement that it has voluntarily filed for
Chapter 11 bankruptcy protection.

The ratings were removed from CreditWatch with negative
implications, where they were placed Dec. 30, 2002.

The ratings on Oslo Seismic Services Inc. continue to be rated
'CC' and are on CreditWatch with developing implications, where
they will remain until PGO either emerges from bankruptcy
protection or Oslo Seismic becomes entangled in PGO's bankruptcy
proceedings.

"After PGO emerges from bankruptcy protection, Standard & Poor's
will assign new ratings to PGO and Oslo Seismic based on their
prospective creditworthiness," said Standard & Poor's credit
analyst Bruce Schwartz.

PGO's bankruptcy filing follows a previously announced agreement
with a majority of PGO's banks and bondholders and its largest
shareholders to support its plan of reorganization. This
bankruptcy filing will be at the parent company (PGS) level only
and is not intended to involve the company's operating
subsidiaries, which should leave subsidiary creditors (i.e., Oslo
Seismic) unaffected.

If the prepackaged bankruptcy process works as intended, PGO's
creditors will receive less than par value on their debt holdings
although the company will have a capital structure that should
enable it to better weather turbulent conditions. The proposed
restructuring will reduce PGO's total debt to about $1.3 billion
from approximately $2.5 billion through conversion of the existing
bank and bond debt into new debt and a majority of PGS's post-
restructuring equity. PGO intends for the restructuring to
be completed before year end.


PETROLEUM GEO: Wants to Hire Ordinary Course Professionals
----------------------------------------------------------
Petroleum Geo-Services ASA reports that in the ordinary course of
its business it utilizes various professionals, including
accountants, tax consultants, attorneys or law firms and other
professionals.  To avoid any disruption in the Company's business
operations, the Debtor asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to continue employing
these Ordinary Course Professionals, without the need to submit
separate retention applications and obtain separate orders for
each individual professional.

The Debtor wants to employ these OCPs on an "as needed" basis,
without requiring each firm to file and serve a retention
application prior to rendering its professional services on three
conditions:

      a) a Retention Declaration will be filed with this Court
         and served upon:

           i) the United States Trustee,

          ii) any committee appointed in this case, and

         iii) those parties who have filed notices of appearance
              in this case;

      b) each Retention Declaration must comply with Bankruptcy
         Rules 2014 and 5002, otherwise, the relevant Retention
         Declaration must explain why the affiant believes
         departure from the Bankruptcy Rules is justified under
         the circumstances; and

      c) the acceptance of employment by any professional will
         constitute a representation by such professional:

           i) the professional does not represent or hold any
              interest adverse to the Debtor or its estate;

          ii) the professional agrees to be compensated by the
              Debtor based on hourly or other rates not greater
              than customarily charged; and

         iii) the professional shall be entitled to reimbursement
              only for actual and necessary expenses incurred.

The Debtor agrees to cap Ordinary Course Professional compensation
at:

      a) $60,000 per month per professional; or

      b) $300,000 per month, in the aggregate, for all Ordinary
         Course Professionals.

Petroleum Geo-Services ASA, headquartered in Lysaker, Norway is a
technology-based service provider that assists oil and gas
companies throughout the world.  The Company filed for chapter 11
protection on July 29, 2003 (Bankr. S.D.N.Y. Case No. 03-14786).
Matthew Allen Feldman, Esq., at Willkie Farr & Gallagher
represents the Debtor in its restructuring efforts.  As of May 31,
2003, the Debtor listed total assets of $3,686,621,000 and total
debts of $2,444,341,000.


PG&E NATIONAL: Signs-Up Whiteford Taylor as Local Counsel
---------------------------------------------------------
The PG&E National Energy Group Debtors further require the
assistance of counsel located in Maryland to pursue a successful
reorganization of their debts, help them perform their duties as
debtors and debtors-in-possession and under State and Federal
laws, advise them on the legal aspects of contracts, leases,
financings, and other business matters, defend them in litigation
and to prosecute litigation on their behalf.  In short, the
Debtors require the full range of traditional business legal
services as well as legal services unique to a bankruptcy
reorganization proceeding.

Accordingly, the Debtors seek to employ Whiteford, Taylor &
Preston LLP as their local co-counsel.  The Debtors have selected
WT&P to represent them in these cases because the firm has
"considerable experience in insolvency and bankruptcy matters,
including representation of debtors in large Chapter 11 cases."
Thus, the Debtors believe that WT&P is well qualified to
represent them.  The Debtors submit that the employment of WT&P
is appropriate under Sections 327, 328 and 1107 of the Bankruptcy
Code.

The NEG Debtors want WT&P to:

     (a) provide legal advice with respect to their powers and
         duties as debtors-in-possession and in the operation of
         their business and management of their property;

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

     (c) prepare any necessary applications, answers, orders,
         reports and other legal papers, and appearing on their
         behalf in proceedings instituted by or against them;

     (d) assist in the preparation of schedules, statements of
         financial affairs, and any amendments which the Debtors
         may be required to file in these cases;

     (e) assist in the preparation of a plan and a disclosure
         statement;

     (f) assist with other legal matters, including, securities,
         corporate, real estate, tax, intellectual property,
         employee relations, general litigation, and bankruptcy
         legal work; and

     (g) perform all of the legal services which may be necessary
         or desirable.

WT&P's principal attorneys designated to represent the Debtors
and their existing standard hourly rates range from $140 to $375.
The paralegals charge $135 an hour.  The Debtors will also
reimburse WT&P for its actual, necessary expenses.

Section 328(a) of the Bankruptcy Code permits the employment of a
professional "on any reasonable terms and conditions of
employment, including on a retainer."  With respect to this, the
Debtors want to employ WT&P under an evergreen retainer "because
of the extensive legal services required, the cost of which
cannot be estimated."  Sanford L. Hartman, NEG Vice President and
General Counsel tells the Court that WT&P has received from the
Debtors of $200,000 as a retainer toward the services rendered
and expenses incurred through the filing of the Chapter 11 cases.
WT&P has drawn down on this retainer before the bankruptcy
petitions for services associated with preparing for these cases.

In a Verified Statement of WT&P Attorneys, Martin T. Fletcher,
Esq., attests that WT&P represents no interest adverse to the NEG
Debtors or to their estates.  The firm is a "disinterested
person" within the meaning of 11 U.S.C. Section 101(14). (PG&E
National Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PILLOWTEX CORP: UNITE Airs Disappointment with Bankruptcy Filing
----------------------------------------------------------------
UNITE President Bruce Raynor issued this statement on the
Pillowtex Chapter 11 filing Wednesday:

"UNITE is deeply disappointed but not surprised by the
announcement by the Pillowtex corporation that they are closing 16
facilities and filing for Chapter 11 bankruptcy. UNITE has
represented workers in some of these facilities for over 60 years,
and while we feel this is a devastating loss for our members and
their families, we are committed to carrying on our fight to save
as many jobs as possible during the next phase of this process.
There are three key areas in which the union will pursue the
interests of our members.

1) UNITE believes that there will be an auction period during this
    bankruptcy, and is committed to working with and strengthening
    potential bidders who wish to buy parts of this company and
    maintain domestic production in current facilities. UNITE will
    strongly oppose efforts by bidders who seek to purchase brand
    names for manufacturing offshore.

2) UNITE recognizes that some facilities will not be re-opened or
    operated in the future, and that many of our members may not be
    able to return to work. UNITE will see that the worker's
    interests are still protected in this process by seeking
    representation on the creditor's committee during the
    bankruptcy process. It is UNITE's position that Pillowtex Corp.
    has violated the Collective Bargaining Agreements with UNITE in
    many ways. UNITE believes that Pillowtex violated the WARN Act
    by not providing workers with a 60 day notice, nor providing 60
    days pay in lieu thereof. In addition, the company should have
    treated this decision as a lay off, and maintained medical
    benefits to its employees. By terminating employees, the
    company has ended medical benefits prematurely. UNITE also
    intends to pursue vacation pay and any other monies owed to
    workers as per the terms of the collective bargaining
    agreements.

3) UNITE is working closely with state, local, federal, community,
    Canadian, provincial, and non-profit agencies to provide clear
    information about unemployment benefits, Trade Adjustment
    Assistance programs, and other programs for workers and their
    families.

At the end of the day, UNITE believes that the responsibility for
this tragedy lies squarely at the feet of government officials in
Washington, in both Democratic and Republican administrations, who
have created trade policies that are destroying the textile
industry and manufacturing as a whole throughout America. Those
elected officials who have supported FAST TRACK, NAFTA, and
Permanent Normal Trade Relations with China have placed American
workers and U.S. companies in an impossible position of competing
with poverty wages and sweatshop conditions. These trade
agreements have created an unsustainable trade deficit which
threatens to topple our economy, while laying ruin to communities
where Pillowtex workers have worked hard, paid their taxes, and
served their country. These workers deserve a trade and
manufacturing policy that strengthens our communities, rather than
rewarding the global search for cheap labor."


POLAROID: Cardinale & Maiorelli Ask Court to Set Aside Sale Order
-----------------------------------------------------------------
Frederick B. Rosner, Esq., at Jaspan Schlesinger Hoffman LLP, in
Wilmington, Delaware, recalls that on July 3, 2002, the Court
approved the Polaroid Debtors' sale of substantially all of their
assets. Consequently, the Sale to OEP Imaging Corporation closed
on July 31, 2002.

In November and December 2002, the Court received a series of
Examiner Request Letters from:

     (1) Leonard Lockwood, a Polaroid shareholder;

     (2) George Maiorelli, another Polaroid shareholder; and

     (3) John Gignac, First Vice President of the Polaroid Retirees
         Association.

The Examiner Request Letters raised allegations of fraud and
mismanagement, and accordingly sought the appointment of an
examiner or equity committee to investigate the allegations.  The
Debtors and the Creditors' Committee jointly objected to the
appointment of an examiner.

Accordingly, the Court directed the appointment of Perry M.
Mandarino, CPA, as the Examiner, charged specifically with
determining whether the Accounting Problems resulted in:

     (a) the material undervaluing of the Debtors' assets; or

     (b) the inappropriate liquidation of the Debtors' assets.

Although the Examiner Orders did not specifically include within
their scope the allegations of self-dealing by Polaroid insiders
and the intentional non-disclosure to the Court, the Investigation
nevertheless, has adduced evidence concerning the charges.  In
addition, the Examiner also obtained discovery under Rule 2004 of
the Federal Rules of Bankruptcy Procedure.  William V. Cardinale
and Mr. Maiorelli fully participated in the discovery by attending
all the examinations held and reviewing the documents produced.

Currently, the thorough investigation of the Accounting Problems
is ongoing.  Mr. Rosner reports that to date, the Examiner, who
is expecting to file his report on August 15, 2003, has reviewed
more than 200,000 pages of documents and has taken or scheduled
examinations of more than 15 witnesses.

Given these developments, Messrs. Cardinale and Maiorelli ask the
Court to set aside the Sale Order that approved and authorized:

     (a) the OEP Asset Purchase Agreement;

     (b) the sale of substantially all of the Debtors' assets,
         claims, and encumbrances, free and clear of liens, to OEP
         Imaging Corporation; and

     (c) the assumption and assignment of certain executory
         contracts and unexpired leases to OEP Imaging Corporation.

Rule 60(b) of the Federal Rules of Civil Procedure provides courts
with discretion to relieve a party from a final order for six
enumerated reasons, including:

     a) mistake, inadvertence, surprise, or excusable neglect;

     b) newly discovered evidence which by due diligence could not
        have been discovered in time to move for a new trial under
        Rule 59(b);

     c) fraud (whether heretofore denominated intrinsic or
        extrinsic), misrepresentation, or other misconduct of an
        adverse party; and

     d) any other reason justifying relief from the operation of
        the judgment.

Mr. Rosner believes that upon the completion of the Investigation,
the filing of the Examiner's Report, and the analysis of the
resulting evidence, the facts of this case will warrant relief
under Civil Rule 60(b)(1), (2), (3) or (6).

Mr. Rosner continues that although Civil Rule 60(b)(1) provides
"mistake, inadvertence, surprise, [and] excusable neglect" as
grounds for relief, the Rule does not define the terms.  Courts
have held that where the surprise occurs during the trial, the
appropriate remedy is not "reversal after an unfavorable verdict,
but a request for a continuance at the time surprise occurs."

Mr. Rosner explains that the "surprise" will likely involve
discovery of facts and circumstances that the Debtors' assets
were materially undervalued, resulting in an inappropriate
liquidation of the Debtors' assets.  Since the accounting
problems were not known at the time the Sale Order was entered,
Messrs. Cardinale and Maiorelli did not then seek a continuance.
However, having learned of the allegations, Messrs. Cardinale and
Maiorelli led the effort that resulted in the appointment of the
Examiner and have participated in the investigation.  Moreover,
Messrs. Cardinale and Maiorelli believe that additional
"surprise" would be provided by the forthcoming evidence of self-
dealing that was not disclosed to the Court.  Messrs. Cardinale
and Maiorelli's analysis of the available evidence, upon the
completion of the investigation and the publication of the
Examiner's Report, will provide the "surprise" that will
demonstrate the appropriateness of relief under Civil Rule
60(b)(1).

Moreover, according to Messrs. Cardinale and Maiorelli's analysis,
available evidence upon completion of the Investigation and
publication of the Examiner's Report will provide "newly-
discovered evidence" that satisfies the requirements set forth in
United States v. McGauhey, 977 F.2d 1067 1075 and will demonstrate
the appropriateness of relief under Civil Rule 60(b)(2).

The present case involves serious allegations of fraud and
mismanagement.  Mr. Rosner notes that pertaining to "fraud",
courts have discretion either to set aside a judgment or order.
Both intentional and unintentional misrepresentations as well as
failures to disclose are sufficient basis for relief.  According
to Mr. Rosner, the failure to respond truthfully to discovery
requests may be sufficient enough to set aside a judgment.
Messrs. Cardinale and Maiorelli's analysis of the available
evidence upon completion of the Investigation and publication of
the Examiner's Report will provide the evidence of unintentional
and intention misrepresentations that will demonstrate the
appropriateness of relief under Civil Rule 60(b)(3).

Messrs. Cardinale and Maiorelli's analysis of the available
evidence upon completion of the Investigation and publication of
the Examiner's Report will provide "extraordinary circumstances"
that will demonstrate the appropriateness of relief under Civil
Rule 60(b)(2).

In addition to the specific situations enumerated in Civil Rule
60(b) where relief from a judgment or order is warranted, there
are also statutory provisions for the court to "entertain an
independent action to relieve a party from a judgment, order, or
proceeding . . . or to set aside a judgment for fraud upon the
court."

Cardinale and Maiorelli's analysis of the available evidence upon
completion of the Investigation and publication of the Examiner's
Report may provide evidence of undervaluation of assets, self
dealing, and intention misrepresentation, all of which may
support a characterization of "fraud on the court" that may
demonstrate the appropriateness of relief under Civil Rule
60(b)(2).

Mr. Rosner concludes that this is a complex case involving
significant allegations concerning the Debtors' improper
accounting methods and practices.  Additional allegations have
been made that the sale of the Debtors' assets resulted from
self-dealing of Polaroid insiders and intentional nondisclosure
to the Court.

"Material undervaluation of the Debtors' assets would have
resulted in an inappropriate liquidation of the Debtors' assets.
Self-dealing and non-disclosure of material information to the
Court concerning the Sale Motion, once proven, should not be
countenanced," Mr. Rosner says. (Polaroid Bankruptcy News, Issue
No. 41; Bankruptcy Creditors' Service, Inc., 609/392-0900)


RIVERWOOD INT'L: Majority of Noteholders Consents to Amendments
---------------------------------------------------------------
Riverwood International Corporation announced that as of 3:05
p.m., New York City time, on July 30, 2003, it had received the
consents of holders of at least a majority of the outstanding
principal amount of each of its 10-7/8% Senior Subordinated Notes
due 2008 (CUSIP No. 769507AJ3), 10-5/8% Senior Notes due 2007
issued in July 1997 (CUSIP No. 769507AM6) and 10-5/8% Senior Notes
due 2007 issued in June 2001 (CUSIP No. 769507AQ7), in the
solicitations of consents to the proposed amendments to the
indentures governing each issue of Notes. By the terms of the
consent solicitations, as of the time of this announcement,
consents to the proposed amendments may no longer be revoked and
related tenders of Notes may no longer be withdrawn.

By the terms of the consent solicitations, the consent expiration
date for each consent solicitation was yesterday at 5:00 p.m., New
York City time. Each holder of Notes who validly consented to the
proposed amendments with respect to such issue of Notes at or
prior to yesterday 5:00 p.m., New York City time, will be entitled
to a consent payment in the amount of $2.50 per $1,000 principal
amount of Notes with respect to which consents are delivered.
Holders who tender their Notes after such time and date will not
be entitled to receive the consent payment. The purpose of each of
the consent solicitations is to amend the applicable indenture to
eliminate substantially all of the restrictive covenants, certain
repurchase rights and certain events of default and related
provisions contained in such indenture. Riverwood and the trustee
under each indenture intend to execute a supplemental indenture
with respect to such indenture promptly after this announcement.

As of 3:05 p.m. New York City time, Wednesday, the following
principal amount of Notes had been tendered: approximately $293.5
million of the $400.0 million outstanding principal amount of the
10-7/8% Senior Subordinated Notes due 2008; approximately $150.6
million of the $250.0 million outstanding principal amount of the
10-5/8% Senior Notes due 2007 issued in July 1997; and
approximately $160.6 million of the $250.0 million outstanding
principal amount of the 10-5/8% Senior Notes due 2007 issued in
June 2001.

Riverwood is making a separate offer with respect to each issue of
Notes, and no offer is conditioned on the consummation of any
other offer. Consummation of each offer is subject to certain
conditions, including (1) the consummation of the merger of
Graphic Packaging International Corporation with a subsidiary of
Riverwood's parent, Riverwood Holding, Inc. upon terms
satisfactory to Riverwood, (2) the consummation of certain
financing transactions related to such merger upon terms
satisfactory to Riverwood, and (3) the receipt of the requisite
consents with respect to the applicable proposed amendments and
the execution of the related supplemental indenture to the
indenture governing the relevant issue of Notes. Subject to
applicable law, Riverwood may, in its sole discretion, waive or
amend any condition to any offer or solicitation, or extend,
terminate or otherwise amend any offer or solicitation.

Goldman, Sachs & Co. is the dealer manager for the offers and
solicitation agent for the solicitations. MacKenzie Partners, Inc.
is the information agent and U.S. Bank National Association is the
depositary in connection with the offers and solicitations. The
offers and solicitations are being made pursuant to an Offer to
Purchase and Consent Solicitation Statement, dated July 10, 2003,
and the related Consent and Letter of Transmittal, which together
set forth the complete terms of the offers and solicitations.
Copies of the Offer to Purchase and Consent Solicitation Statement
and related documents may be obtained from MacKenzie Partners,
Inc. at (800) 322-2885. Additional information concerning the
terms of the offers and the solicitations may be obtained by
contacting Goldman, Sachs & Co. at (800) 828-3182.

Riverwood, headquartered in Marietta, Georgia, is a leading
provider of paperboard packaging solutions and paperboard to
multinational beverage and consumer products companies.

As previously reported in Troubled Company Reporter, Standard &
Poor's said that its ratings on Riverwood International Corp.,
including its single-'B' corporate credit rating, remain on
CreditWatch with positive implications where they were placed on
May 9, 2002.


RMH TELESERVICES: June 30 Working Capital Deficit Widens to $9MM
----------------------------------------------------------------
RMH Teleservices, Inc. (Nasdaq NMS: RMHT), a provider of customer
relationship management services, announced that net revenues for
the three months ended June 30, 2003 increased 21% to $68.7
million from $56.6 million in the same period of the prior year.

For the third quarter of fiscal 2003, the Company reported a net
loss of $4.3 million compared to a net loss of $14.4 million for
the third quarter of fiscal 2002. During the third quarter of
2003, the Company's results were impacted by lower revenue growth
due to a decline in outbound capacity following implementation of
new telemarketing legislation and lower-than-expected demand from
clients, and the strengthening of the Canadian dollar compared to
the U.S. dollar. The effect of the currency fluctuation negatively
impacted operating results by approximately $2.0 million. In
addition, the Company recorded a charge of approximately $1.0
million in connection with its previously announced closure of
several outbound facilities in the United States. The Company also
incurred approximately $2.0 million of expense associated with the
transition of outbound capacity to inbound capacity and offshore
expansion initiatives.

For the nine months ended June 30, 2003, net revenues increased
26% to $220.1 million from $174.5 million in the same period of
the prior year. The Company reported a year-to-date net loss of
$4.7 million compared to a net loss of $17.7 million for the same
period in the prior year.

RMH Teleservices' June 30, 2003 balance sheet shows that its total
current liabilities exceeded its total current assets by about $9
million, while its total shareholders' equity dwindled to about
$27 million.

John A. Fellows, Chief Executive Officer, stated, "Our financial
performance for the quarter was impacted by the new telemarketing
regulations, the migration of business from outbound to inbound
services, our launch in the Philippines, and the significant
strengthening of the Canadian dollar. We believe that our strategy
of shifting the focus of the business to service-oriented
opportunities and offering services overseas is the right strategy
and that our client relationships make us well positioned to
operate successfully. During the fourth quarter, we expect to
reduce exposure to currency fluctuation by implementing changes to
our hedging program and restructuring certain service agreements."

Mr. Fellows added, "During the quarter, we continued to ramp new
business with two major inbound clients in facilities that were
previously dedicated to sales-oriented outbound business. We have
also begun to take directory assistance calls in the Philippines,
and will be building out those operations rapidly over the next
several quarters."

John R. Schwab, Chief Financial Officer, commented, "Given the
continued volatility of U.S. versus Canadian exchange rates, the
transition from outbound to inbound services, and the modification
of certain client contracts, it is difficult for us to assess the
potential impact of these variables on the Company's financial
performance in the fourth quarter; however, we expect revenues to
be in the range of $65 to $70 million and expect financial results
to improve modestly over the third quarter of 2003.

Mr. Fellows concluded, "As we continue to build our pipeline for
new business, our entire management team remains focused on
operating at optimum efficiency levels in North America while
accelerating our growth into international markets. Our entry into
the Philippines is the first step in our strategy to grow with our
clients on a worldwide basis. This market presents us with another
opportunity to provide clients with high quality services with an
even lower cost of delivery."

RMH is a provider of customer relationship management services for
major corporations in the technology, telecommunications,
financial services, insurance, retail, transportation and
logistics industries. Founded in 1983, the Company is
headquartered in Newtown Square, Pennsylvania, employs
approximately 11,500 people and has approximately 7,400
workstations across 14 facilities throughout the United States,
Canada and the Philippines. To learn more about RMH, please
reference the Company's Web site at http://www.rmh.com


SI TECHNOLOGIES: Pulls Plug on Grant Thornton's Engagement Pact
---------------------------------------------------------------
The Audit Committee of SI Technologies, Inc., has notified Grant
Thornton LLP, Irvine, California, that it is terminating Grant
Thornton as the Company's independent auditors effective July 16,
2003.

The Company's Audit Committee has selected the firm of McGladrey &
Pullen, 222 South Harbor Blvd., Suite 800, Anaheim, CA 92805, as
the Company's new independent auditors effective July 16, 2003.

For the year ended July 31, 2001, Grant Thornton issued an opinion
which included an emphasis paragraph related to the going concern
of the Company. The Company did not dispute this opinion. No such
going concern paragraph was included in the opinion for the fiscal
year ended July 31, 2002.

SI Technologies, Inc. is a leading designer, manufacturer and
marketer of high-performance industrial sensors/controls and
engineered equipment and systems.


SK GLOBAL: Asks Court to Approve BSI Appointment as Claims Agent
----------------------------------------------------------------
Section 156(c) of Title 28 of the United States Code, which
governs the staffing and expenses of the Bankruptcy Court,
authorizes the court to use facilities other than those of the
clerk's office for the administration of bankruptcy cases.  It
provides:

       Any court may utilize the facilities or services, either
       on or off the court's premises, which pertain to the
       provision of notices, dockets, calendars, and other
       administrative information to parties in cases filed
       under the provisions of title 11, United States Code,
       where the costs of such facilities or services are paid
       for out of the assets of the estate and are not charged
       to the United States.

Given the size and complexity of its Chapter 11 case, SK Global
America Inc., believes that the most effective and efficient
manner in which to accomplish the process of notifying creditors
and receiving, docketing, maintaining, photocopying, and
transmitting proofs of claim is to engage an independent third
party to act as the noticing and claims agent.

The Debtor selected Bankruptcy Services, LLC, to fill that role,
and seeks the Court's authority to employ BSI as the Court's
noticing agent and the Debtor's claims and balloting agent
pursuant to the terms and conditions of BSI's Standard Bankruptcy
Services Agreement.

Scott E. Ratner, Esq., at Togut, Segal & Segal LLP, in New York,
relates that, at the Debtor's or the Clerk's Office's request,
BSI will:

   (a) relieve the clerk's office of all noticing under any
       applicable bankruptcy rule and processing of claims;

   (b) at any time, upon request, satisfy the Court that BSI has
       the capability to efficiently and effectively notice, docket
       and maintain the proofs of claim;

   (c) notify all creditors of the filing of the bankruptcy
       petition and of the setting of the first meeting of
       creditors, pursuant to 11 U.S.C. Section 341(a), under the
       proper provision of the Bankruptcy Code;

   (d) provide notice of a last date for the filing of a proof of
       claim and a form for filing a proof of claim to each
       creditor notified of the filing;

   (e) maintain an up-to-date copy of the Debtor's schedules
       which lists all creditors and amounts owed;

   (f) provide the creditor with the scheduled amount and
       classification of its claim;

   (g) file with the clerk a certificate of service within 10 days,
       which includes a copy of the notice, a list of persons to
       whom it was mailed, and the date mailed;

   (h) microfilm, or by some similar electronic means, reproduce
       the first page of any proof of claim;

   (i) after reproducing, remove all proofs of claim from the
       office of the clerk to the outside claims agent;

   (j) maintain all proofs of claim filed;

   (k) maintain an official claims register by docketing all proofs
       of claim on a claims register;

   (l) maintain all original proofs of claim in correct claim
       number order, in an environmentally secure area and
       protect the integrity of these original documents from theft
       and alteration;

   (m) transmit to the clerk an official copy of the claims
       register on a weekly basis, unless authorized by the clerk
       on a different schedule;

   (n) maintain an up-to-date official mailing list for all
       entities, which will be available upon request of a party-
       in-interest or the clerk;

   (o) be open to the public for examination of the original proofs
       of claim, without charge, during regular business hours;

   (p) maintain a telephone staff to handle the inquiries as
       related to procedures in filing proofs of claim;

   (q) make any necessary changes to the claims register pursuant
       to Court order;

   (r) make all original documents available to the clerk on an
       expedited and immediate basis;

   (s) provide notices to any entities, not limited to creditors,
       that the Debtor or the Court deem necessary for an orderly
       administration of the bankruptcy case; and

   (t) at the close of the case, box and ship all original
       documents in proper format, as provided by the clerk's
       office, to the Federal Archives and Record Administration
       located at Central Plains Region, 200 Space Center Drive,
       Lee's Summit, MO 64064.

SK Global will pay all of BSI's customary fees and expenses:

                        As Claims Agent

            Set-Up Fee                 WAIVED

            Claims Docketing:

            Document Handling          WAIVED
            Document Storage           WIAVED

            Input Records:
            Tape/Diskette              $0.10/each
            Other Data Formats         $125/hour
            Input Filed Claims         $0.95/claim + hourly rates
            Database Maintenance
              and Claims Tracking      $250 + $0.10/creditor/month

                       As Balloting Agent

            Per check or Form 1099     $1.50/each
            Per record                 $0.25/each
            Special reports            $0.10/page
            Database Maintenance       WAIVED

                  For Mailing/Noticing Services

            First Page Print & Mail    $0.20/page
            Additional Pages           $0.10/page
            Single Page (Duplex)       $0.24/each
            Change of Address input    $0.46/each
            E-mail service             Priced by volume

            Reports                    $0.10/page
            Photocopies                $0.15/page
            Labels                     $0.05/each
            Fax                        $0.50/page
            Document Imaging           $0.40/image

                     Fees for Professional

             Kathy Gerber              $210 per hour
             Senior Consultants        $185 per hour
             Programmer                $130 - $160 per hour
             Associate                 $135 per hour
             Data Entry/Clerical        $40 - $60 per hour
             Schedule Preparation      $225 per hour

BSI President Ron Jacob assures the Court that the company is a
disinterested person as that term is used in Section 327 of the
Bankruptcy Code and has no interest adverse to the Debtor, its
creditors, or any other party-in-interest, or their attorneys and
accountants. (SK Global Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SMITHFIELD FOODS: Provides Earnings Expectations for Fiscal Q1
--------------------------------------------------------------
Smithfield Foods, Inc. (NYSE: SFD) expects earnings per share for
its first quarter of fiscal 2004, ended July 27, to be in the
range of $.18-$.21 per diluted share. The company reported $.11
per diluted share in the first quarter of fiscal 2003. Smithfield
has approximately 109 million shares outstanding.

The company attributes the improvement in earnings to dramatically
improved results in the hog production group as a result of a 25
percent increase in live hog prices during the quarter. Live hog
market prices were about 20 percent, or about $18 per head, above
the first quarter of fiscal 2003 and the hog production group will
report a substantial profit after three consecutive quarters of
losses.

Improved hog production results are being substantially offset by
continuing weak margins on fresh pork as a result of increased
live hog prices and the seasonal impact historically associated
with pork operations in summer months.

The company's beef operations continue to experience strong
margins with profits well above last year, in spite of higher
cattle costs. International results are below those of a year ago.

The company noted that market conditions in pork processing are
slowly improving and that frozen inventories of all proteins are
below year-ago levels. Indications point toward production of all
proteins to be lower in calendar 2003, suggesting improving fresh
meat prices. The company noted that it continues to believe that
earnings in fiscal 2004 will be well above those in fiscal 2003.

On July 29, the United States Bankruptcy Court for the Western
District of Missouri approved Farmland Industries, Inc.'s motion
to establish bid procedures for the sale of its pork assets. Under
the court's order, Smithfield has been officially designated the
"stalking horse" bidder in a process in which additional bids for
Farmland's pork assets will be solicited for a period of 45 days.
As the stalking horse bidder, Smithfield will be entitled to
receive a $10 million breakup fee if a superior bid is selected.
Should the company be successful in purchasing Farmland, closing
is anticipated to occur in late September or early October.

With annualized sales of $8 billion, Smithfield Foods is the
leading processor and marketer of fresh pork and processed meats
in the United States, as well as the largest producer of hogs. For
more information, visit http://www.smithfieldfoods.com

As reported in Troubled Company Reporter's July 17, 2003 edition,
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating and senior secured notes ratings on leading hog
producer and processor Smithfield Foods Inc., on CreditWatch with
negative implications. The 'BB' senior unsecured and 'BB-'
subordinated debt ratings on Smithfield Foods were also placed on
CreditWatch with negative implications.


SPIEGEL: Court Approves Watson Wyatt Engagement as Consultant
-------------------------------------------------------------
The Spiegel Group Debtors obtained permission from the Court to
employ Watson Wyatt as consultant on employee benefit matters,
nunc pro tunc to May 1, 2003.

Specifically, Watson Wyatt will:

     (a) make recommendations of retention, emergence and post-
         emergence compensation programs consistent with Spiegel's
         strategy and structure;

     (b) make a detailed report containing description and costing
         of the recommended plans;

     (c) hold meetings and maintain ongoing communications with
         Spiegel management, legal counsel and bankruptcy
         professionals on pay and related issues;

     (d) review prepetition contracts; and

     (e) assist with the determination of all administrative claims
         including contracts, deferred compensation, severance and
         change in control agreements.

As compensation for its services, Watson Wyatt will:

     (a) charge the Debtors a $65,000 fee, inclusive of
         administrative and technological services, for the
         preparation of reports;

     (b) charge the Debtors for its professional services on an
         hourly basis in accordance with its ordinary and customary
         rates effective on the date the services are rendered; and

     (c) seek reimbursement of actual and necessary out-of-pocket
         expenses.

The Watson Wyatt professionals who will primarily work for the
Debtors and their customary hourly rates are:

        Paul Platten        Senior Consultant            $645
        Alex Cedro          Consultant                    235
        Carol Parsons       Administrative Assistant      215
        Claire Wilson       Administrative Assistant      140
(Spiegel Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


TERAYON COMMS: Second Quarter Net Loss Burgeons to $13 Million
--------------------------------------------------------------
Terayon Communication Systems, Inc. (Nasdaq: TERN), a leading
provider of broadband solutions, announced financial results in
line with its previously-raised guidance for the second quarter
ended June 30, 2003.

Revenues for the second quarter of 2003 were $30.6 million, an
increase of 37% compared to $22.4 million for the second quarter
of 2002, and an increase of 37% from $22.3 million for the first
quarter of 2003.  Net loss for the second quarter of 2003 was
$13.1 million, compared to a net loss of $3.7 million for the
second quarter of 2002, and a net loss of $24.0 million for the
first quarter of 2003.

"We are pleased with our progress this quarter and the continued
positive momentum we are seeing with cable operator interest in
our DOCSIS 2.0 solutions," said Zaki Rakib, Terayon's Chief
Executive Officer.  "In addition, we believe we are well
positioned to capitalize on our DOCSIS 2.0 and digital video
leadership positions as the cable industry works to meet the
bandwidth management challenges presented by the expected growth
of High Definition TV, Video on Demand, and new IP based services
required to compete against telecom and satellite offerings.
Going into the second half of 2003, we remain focused on achieving
sustainable profitability through growing revenues, improving
margins via product cost reductions, and prudent operating expense
management."

Terayon ended the second quarter with $161.9 million in cash and
short-term investments, and $65.1 million in convertible debt.
Accounts receivable days sales outstanding (DSO) for the second
quarter of 2003 was 70 days, compared with 71 days reported for
the quarter ended March 31, 2003.

For the third quarter of 2003, Terayon expects to report revenue
in the range of $33 million to $36 million and anticipates a net
loss in the range of $0.14 to $0.16 per share.

Terayon Communication Systems, Inc. provides innovative broadband
systems and solutions for the delivery of advanced voice, data and
video services that are deployed by the world's leading cable
television operators. Terayon, headquartered in Santa Clara,
California, has sales and support offices worldwide, and is traded
on the Nasdaq under the symbol TERN. Terayon is on the Web at
http://www.terayon.com

                           *     *     *

As previously reported, Standard & Poor's revised its outlook on
cable Internet equipment company Terayon Communications Systems
Inc., to negative from stable after Terayon said that it had
expected lower revenues for the June 2002 quarter than it had
previously.

At the same time, Standard & Poor's affirmed Santa Clara,
California-based Terayon's single-'B'-minus corporate credit
rating and triple-'C' subordinated debt rating.


TEXAS PETROCHEMICALS: Wants to Pay Critical Vendors' Claims
-----------------------------------------------------------
Texas Petrochemicals LP and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the Southern
District of Texas to pay the prepetition claims of critical
vendors.

The Debtors relate that in connection with the operation of their
business, they have historically obtained raw materials and other
goods and services from various trade vendors and suppliers on
favorable credit terms. The Debtors' ability to continue to obtain
these goods and services on customary short-term credit is a
critical part of the Debtors' business plan to maintain operations
and to meet long-term liquidity needs during these cases. On
average, the Debtors receive approximately $38 million per month
in short term trade credit from its trade creditors. The loss of
such goods, services and trade credit could force the Debtors'
business into liquidation.

To preserve and maximize the value of the Debtors' estates, the
Debtors must continue to obtain these materials and services from
their vendors, and on the credit terms that are at least as
favorable to the Debtors.  However, the Debtors do not believe
that their vendors will extend to them Customary Trade Credit
Terms postpetition if the Debtors cannot provide them with
adequate assurance that their prepetition and postpetition claims
will be paid in full. In addition, Debtor also believes that,
without that adequate assurance, it is possible that certain
providers will discontinue providing those critical materials and
services to Debtors in the future.

Accordingly, the Debtors request the Court to grant administrative
expense priority status to the prepetition claims of these
vendors.  The Debtors estimate that the amount of the Prepetition
Claims owing to the Critical Vendors totaling $21 million.

During the prepetition period, the Debtors under took a lengthy
process of identifying and selecting the vendors, suppliers and
service providers that are critical to their business. The
Critical Vendors generally fall into 4 categories:

   a) Crude Butadine Suppliers

      Crude butadiene is fundamentally in short supply worldwide
      and reliable supply is the basis for TPC's butadiene and
      butene-1 sales market share.  The value of the Debtors
      business will decline due to the inability of the plant to
      run at rates high enough to achieve positive economic
      contribution.

   b) Isobutane Suppliers

      Isobutane is critical to the Debtors' specialties chemicals
      and MTBE business. There are only two suppliers that can
      provide the Debtors with a reliable, adequate supply of
      isobutane. The Debtors have no alternatives.

   c) Natural Gas Suppliers

      The Debtors obtain their natural gas on a "base load" basis
      through an industrial gas system owned and operated by
      Centerpoint Energy, which provides stability to the
      Debtors' pressure and volume into the gas header at the
      plant.

   d) Maintenance Contractors

      These service vendors perform all ongoing maintenance
      functions for its facilities. The Debtors have utilized
      this firm for several years, and therefore, the maintenance
      contractors at Debtors facilities are intimately familiar
      with the intricacies of the Debtors' sixty-year old plant.

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.


TRITON CDO IV: S&P Lowers & Removes B Class B Rating from Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B notes issued by Triton CDO IV Ltd., an arbitrage CBO transaction
originated in December 1999, and managed by Triton Partners. At
the same time, the rating on the class B notes is removed from
CreditWatch with negative implications, where it was placed
July 24, 2003. In addition, the 'A' rating on the class A notes is
affirmed due to the level of overcollateralization available to
support the notes.

The lowered rating is driven by several factors. These include not
only continuing par erosion of the collateral pool securing the
rated notes and a negative migration in the overall credit quality
of the assets within the collateral pool, but also a significant
outflow of cash available to support the rated notes due to the
interest rate hedge instruments.

Since the previous rating action, where the ratings on both the
class A and B notes were lowered Sept. 30, 2002, approximately
$9.4 million in new asset defaults have occurred. According to the
most recent monthly report (June 16, 2003), the class A/B
overcollateralization ratio is at 105.6% versus its minimum
required ratio of 121.0%. However, following a $17.328 million
paydown to the class A notes on the June 24, 2003 payment date,
the class A/B overcollateralization ratio has improved to a value
of approximately 107%.

The credit quality of the collateral pool has also deteriorated
somewhat since the previous rating action. As per the most recent
monthly report (June 16, 2003), approximately 22.24% of the assets
in the portfolio currently come from obligors with Standard &
Poor's ratings of 'CCC+' or below, and 9.9% of the performing
assets within the collateral pool come from obligors with ratings
on CreditWatch negative. Furthermore, the transaction is not in
compliance with Standard & Poor's Trading Model test, a measure of
the overall credit quality within the portfolio to support the
rating on a given tranche issued by the CDO.

In addition, the transaction's rated liabilities are significantly
over-hedged at the present time, leading to an outflow of interest
cash required to be paid to the hedge counterparty on each payment
date, reducing the amount of cash available to de-lever the senior
notes. On the last payment date, $4.869 million was paid out to
the hedge counterparty.

Standard & Poor's has reviewed the results of the current cash
flow runs generated for Triton CDO IV Ltd. to determine the level
of future defaults the rated tranches can withstand under various
stressed default timing and interest rate scenarios, while still
paying all of the rated interest and principal due on the notes.
After the results of these cash flow runs were compared with the
projected default performance of the performing assets in the
collateral pool, it was determined that the rating currently
assigned to the class B notes was no longer consistent with the
amount of credit enhancement available, resulting in the lowered
rating.

Standard & Poor's will continue to monitor the performance of the
transaction to ensure that the ratings reflect the amount of
credit enhancement available.

       RATING LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

                       Triton CDO IV Ltd.

                  Rating
      Class    To         From           Current Balance ($ mil.)
      B        B          BB+/Watch Neg                   26.750

                        RATING AFFIRMED

                       Triton CDO IV Ltd.

           Class    Rating     Current Balance ($ mil.)
           A        A                          101.872


UNIVERSAL ACCESS: Board Approves 1-For-20 Reverse Stock Split
-------------------------------------------------------------
Universal Access Global Holdings Inc. (Nasdaq: UAXS), a leading
communications and network integrator, announced that the
Company's Board of Directors has approved a one for twenty
(1-for-20) reverse stock split. At the Company's annual meeting of
stockholders held July 21, 2003, stockholders authorized the board
to effect a reverse split at any one of three ratios, including 1-
for-20. The Company's common stock will begin trading on a
reverse-split basis on August 11, 2003.

As a result of the reverse stock split, every 20 shares of the
Company's common stock will be combined into one share of the
Company's common stock. The reverse stock split affects all shares
of common stock, stock options and warrants of the Company
outstanding immediately before the effective time of the reverse
stock split. The number of shares of common stock issuable upon
exercise of outstanding options and warrants will decrease by a
factor of 20, and the exercise price per share of these options
and warrants will increase by a factor of 20.

No fractional shares will be issued as a result of the reverse
split. Instead, the Company's transfer agent will aggregate
fractional shares and sell them on the open market. After the sale
is complete, stockholders will receive a cash payment in an amount
equal to their pro rata share of the total net proceeds of the
sale. The number of shares of the Company's common stock currently
outstanding is approximately 229 million.

Shares of the Company's common stock will trade on the Nasdaq
SmallCap Market under the symbol UAXSD for 20 trading days after
the reverse split goes into effect. After that period, trading
will resume under the current symbol UAXS.

Wells Fargo Bank Minnesota, N.A. has been retained to manage the
exchange of stock certificates.

The reverse stock split is intended to help the Company regain
compliance with the minimum bid price requirement for continued
listing on the Nasdaq SmallCap Market. The Company received a
Nasdaq Staff Determination on June 3, 2003 indicating that the
Company fails to comply with the $1.00 per share minimum bid price
requirement for continued listing set forth in Marketplace Rule
4310c(4) and that its securities are, therefore, subject to
delisting from the Nasdaq SmallCap Market. On July 24, 2003, the
Company had a hearing before a Nasdaq Listing Qualifications Panel
to review the Staff Determination. There can be no assurance the
Panel will grant the Company's request for continued listing. The
Company anticipates that its common stock will continue to be
quoted on the Nasdaq SmallCap Market pending the Panel's decision.

Universal Access (Nasdaq: UAXS) specializes in telecommunications
network integration and off-network provisioning for carriers,
service providers, cable companies, system integrators and
government customers worldwide. The company is dedicated to
alleviating communication bottlenecks by leveraging its
proprietary information databases in combination with its
strategically deployed network interconnection facilities. By
provisioning across multiple networks of competing global service
providers, Universal Access provides its clients with a timely and
cost-effective means of extending their network reach and
maximizing the utilization of their own network assets. Universal
Access' customers include a wide range of leading companies.
Universal Access is headquartered in Chicago, IL. Additional
information is available on the company's Web site at
http://www.universalaccess.net

At December 31, 2002, Universal Access' balance sheet shows a
working capital deficit of about $12 million, while total
shareholders' equity has further shrunk to about $9 million from
about $100 million a year ago.


U.S. RESTAURANT: Retires $47.5 Million in Senior Unsecured Notes
----------------------------------------------------------------
U.S. Restaurant Properties, Inc. (NYSE:USV) has retired $47.5
million in Senior Unsecured Notes due August 1, 2003. The amount
was funded by the Company's recent issuance of Series B Preferred
stock, borrowings under the Company's existing line of credit, and
internally generated sources, including dispositions of certain
underperforming properties. Robert Stetson, CEO commented, "The
retirement of the Senior Unsecured Notes further strengthens our
balance sheet, reduces interest expense, and puts U.S. Restaurant
Properties in a better position to fund future growth." The notes
were originally issued in October 1998 at an interest rate of
8.22%.

The company also addressed preliminary second quarter operating
results. Stacy Riffe, CFO, commented, "We expect second quarter
earnings to be somewhat below consensus estimates due primarily to
lower percentage rents, principally from Burger King tenants, and
higher than anticipated costs associated with our Fina
redeployment efforts. While we have been pleased with the progress
made in our Fina redeployment effort, the costs associated with
the redeployment have been greater than originally budgeted. As
the majority of the Fina properties have been successfully
redeployed, transition-related expenses are substantially behind
us." For the three months ended June 30, 2003, total percentage
rents were approximately 5.8% of the Company's total rental
revenue, including $0.2 million attributable to a prior year
tenant sales audit. Excluding the prior year tenant sales audit
amount, percentage rent comprised 4.6% of total rental revenue.
Burger King percentage rents comprised approximately 3.1% of total
rental revenue. Additional details regarding second quarter
results will be available when the Company releases earnings on
August 5, 2003.

The Company will hold a conference call on Wednesday, August 6,
2003, at 3:00 p.m. CDT to review its second quarter results. The
call can be accessed toll free at (877) 691-0877, or via webcast
by going to:

   http://www.companyboardroom.com/company.asp?ticker=usv&client=cb

at least 15 minutes prior to the start of the call. A web replay
will be available shortly after the call for 14 days. A digital
replay of the conference call will be available until midnight
August 20, 2003 by dialing (877) 519-4471 and entering reference
number 4043644.

U.S. Restaurant Properties, Inc. is a non-taxed financial services
and real estate company dedicated to acquiring, managing and
financing branded chain restaurants, such as Arby's, Chili's,
Burger King, and Pizza Hut, and selected service retail
properties. As of June 30, 2003, the Company owned 801 properties
located in 48 states.

                          *    *    *

                 Liquidity and Capital Structure

Outstanding debt at December 31, 2002, totaled $353 million, or
46.6% of total capitalization. The Company's interest expense
coverage ratio for the quarter was 2.6 times FFO. The average
interest rate declined to just over 5% for the quarter. Other than
regularly scheduled debt amortization, the Company must reduce its
line of credit by $5.0 million by May 31, 2003, and has $47.5
million in senior notes that are due August 1, 2003. In
anticipation of these maturities, management is discussing various
financing alternatives with its creditors.


USDATA CORP: Inks Pact to Sell All Assets & Debts to Tecnomatix
---------------------------------------------------------------
USDATA Corporation (OTCBB:USDC) has signed an agreement for the
sale of substantially all of its assets and liabilities to
Tecnomatix Technologies Ltd., in consideration for the issuance of
up to 1,011,747 Tecnomatix shares, subject to certain adjustments.
Based on the last sale price of $10.16 per Tecnomatix share as of
July 29, 2003, the shares to be issued as consideration for the
acquisition have a value of approximately $10.3 million. The
transaction is expected to close in September 2003 and is subject
to customary approvals and closing conditions, including approval
of the stockholders of USDATA.

USDATA has aggregate liquidation preferences on its outstanding
preferred stock in excess of $56.0 million. USDATA expects that
the value of its remaining assets after completion of the
Tecnomatix transaction will be significantly less than these
preferred stock liquidation preferences. Further information is
available at http://www.usdata.com/tecnomatix

Now in its 28th year, USDATA Corporation, headquartered in
Richardson, Texas is a leading global provider of software and
services that give enterprises the knowledge and control needed to
perfect the products they produce and the processes they manage.
Based upon a tradition of flexible service, innovation and
integration, USDATA's software currently operates in a variety of
industries in more than 60 countries around the globe. Customers
include seventeen of the top twenty-five manufacturers. USDATA's
software heritage has emerged from manufacturing and process
automation solutions and has grown to encompass vast product
knowledge and control solutions. The company has a global network
of distribution and support partners. For more information, visit
USDATA at http://www.usdata.com


USEC INC: 2nd Quarter Results Show Improved Business Operations
---------------------------------------------------------------
USEC Inc. (NYSE:USU) reported second quarter 2003 results that
show improved business operations with a gross profit margin of
12.6 percent compared to 9.7 percent in the same quarter last
year. The improvement is the result of cost-control initiatives in
production operations and lower purchase costs from Russia. In
addition, with the successful accomplishment of the American
Centrifuge program milestones, USEC is accelerating the deployment
timetable by one year.

USEC reported net income for the second quarter ended June 30,
2003, of $4.3 million or $.05 per share compared to $7.1 million
or $.09 per share in the same quarter last year. For the six-month
period ended June 30, 2003, net income was $6.4 million or $.08
per share, compared to $11.4 million or $.14 per share in the same
period last year. During the six-month period, spending on
advanced technology was $13.7 million higher than the same period
in 2002 due to the opportunity and decision to accelerate the
timetable for the American Centrifuge. Results for the six-month
period in 2002 included a special credit of $4.2 million (after
tax) from a favorable change in cost estimate for consolidating
plant operations.

Taking into account this year's accelerated American Centrifuge
program spending and last year's special credit, income from core
business activities in 2003 is higher than comparable periods last
year, as reflected in higher gross margins.

"Progress in meeting or exceeding our milestones for the American
Centrifuge has encouraged us to accelerate our schedule so that we
might shave significant time off our ultimate goal of operating
the most efficient commercial centrifuge plant in the world," said
William H. Timbers, USEC president and chief executive officer.
"Our accelerated American Centrifuge timetable will increase
spending that in turn will lower net income in the short term.
However, this initiative should result in USEC gaining the
benefits sooner of lower production costs that should extend for
many years to come."

"Our focus on reducing costs is having a positive impact on our
cost of sales and is supporting an improved gross margin, year-
over-year," he said. "Our core business continues to operate well.
We are signing long-term commitments with key customers, lowering
our cost structure and improving production efficiency at our
Paducah plant."

              Revenue Higher; Cost of Sales Improve

Revenue for the second quarter was $322.4 million, a 2 percent
increase over $316.2 million for the same quarter a year ago. The
increase reflects higher sales of natural uranium that totaled
$51.7 million, compared to $23.0 million for the second quarter
last year. The volume of the Separative Work Unit component of
low-enriched uranium sold decreased 3 percent compared to the same
period a year earlier. For the six-month period, SWU sales volume
improved by 3 percent over the same period last year; in both
periods the variation was due mainly to the timing and movement of
customer orders. USEC continues to project that the average SWU
price billed to customers in 2003 will be about 1.5 percent lower
than in 2002 as deliveries are made under lower-priced contracts
signed several years ago. Contracts signed more recently at higher
market prices will be realized in future periods and will help
offset lower-priced contracts.

Lower production and purchase costs were the drivers for a 6
percent reduction in the unit cost of sales per SWU the six-month
period. For the same period, unit production costs improved by 4
percent reflecting lower labor costs during the labor strike in
Paducah, Kentucky and more efficient operations. The Company's
purchase costs per SWU declined beginning January 2003 as new
pricing terms under the Megatons to Megawatts program with Russia
went into effect. The full effect of the lower production and
purchase costs will also benefit cost of sales in future periods
due to the Company's average inventory cost methodology and
significant SWU inventories. USEC expects its gross profit margin
for 2003 will be approximately 10 percent.

At June 30, 2003, USEC's cash balance was $158.3 million. For the
quarter, cash flow from operating activities was $43.2 million,
compared to $84.4 million in the same period a year ago. For the
six-month period, cash flow from operating activities was $23.1
million, compared to $270.5 million in the same period in 2002
when high customer collections followed record revenue in late
2001. Cash flow in the 2003 six-month period benefited from higher
sales of uranium but was reduced by deliveries against advances
from customers that result in non-cash revenue, increased
purchases under the Russian Contract, and the timing of customer
collections. The Company has no short-term debt, and debt to total
capitalization is a modest 36 percent.

Because USEC's customers place orders under their long-term
contracts generally on a 12- to 24-month cycle, quarterly
comparisons of USEC's financials are not necessarily indicative of
the Company's longer-term results.

                 American Centrifuge Lead Cascade
                 and Commercial Plant Accelerated

USEC is aggressively moving forward with its plan to demonstrate
the American Centrifuge technology, with the goal of deploying a
centrifuge plant by the end of the decade. The Company expects to
achieve the fifth milestone, the manufacture of a centrifuge rotor
tube, ahead of the November 2003 milestone date. Engineering,
manufacturing and testing of major components continue in Oak
Ridge, Tennessee. Refurbishment of a demonstration facility in
Piketon, Ohio, with a lead cascade containing up to 240 full-scale
centrifuge machines, is slated to begin in 2004, with the
demonstration expected to begin in 2005.

A successful year of experience with its American Centrifuge has
given USEC the confidence to accelerate its schedule for
commercial plant deployment by one year. Since the DOE - USEC
Agreement was signed in June 2002, USEC has met or exceeded each
of the first four milestones. We now plan to submit our commercial
plant NRC license application in August 2004, seven months ahead
of schedule. Beginning commercial centrifuge operations earlier
should bring substantial savings by enabling the Company to
replace higher cost production a year earlier than previously
projected. USEC expects to begin capitalizing costs associated
with a commercial facility sooner under the new timetable.

The Company's spending on the American Centrifuge technology
accounted for almost all of its advanced technology spending,
which totaled $11 million during the quarter, compared to $4.5
million in the same period last year. Due to the acceleration of
the American Centrifuge demonstration, USEC now expects spending
for the full year to be about $45 million. USEC has not changed
its total spending estimate of $150 million for the American
Centrifuge demonstration but expects to spend that amount in less
than the five years originally projected in June 2002. The
Company's cost estimate of $1 - $1.5 billion to construct a 3.5
million SWU commercial centrifuge plant has not changed.

During the quarter, USEC ended its funding for research and
development of the SILEX laser-based uranium enrichment process
and has focused its efforts on the American Centrifuge. The
Company had been funding SILEX research since 1996 but recently
concluded it is unlikely that this laser technology can be used to
meet USEC's production needs and further investment would not be
prudent. USEC is resolving issues relating to termination of the
agreement with Silex Systems Limited.

                     Labor Issues Resolved

On June 25, members of the Paper, Allied-Industrial, Chemical and
Energy Workers International Union, Local 5-550 voted to accept a
new eight-year contract with USEC and returned to work. The 635
employees, who make up about half of the workforce at the Paducah
plant, went on strike February 4. The new contract includes annual
pay increases of 2 to 3 percent and an improved pension
supplement. PACE employees will increase their share of health
insurance costs and have agreed to work-assignment flexibility
designed to improve operational efficiency at the Paducah plant.

In November 2002, USEC announced it would reduce its workforce at
Paducah by 200 during 2003. During the work stoppage, additional
efficiencies were identified and the Company expanded the
workforce reduction to 219, which was completed in July. The
Company expects to save about $19 million annually in operating
costs from the workforce reductions.

In July, the Department of Energy informed USEC that it would not
extend funding for a uranium deposit removal program at the
Portsmouth plant beyond September 30, 2003. USEC continues to work
with DOE to secure additional funding for this important
decontamination project but has begun preparations to lay off
approximately 116 employees. If the funding is not secured, USEC
estimates its share of severance expense would result in a charge
against net income of $1.5 - $2 million (after tax), which would
be recorded later this year. Other programs, such as cleaning up
contaminated natural uranium, site preparation for the American
Centrifuge Demonstration Facility, and the cold standby program
are expected to be funded by DOE for the coming federal fiscal
year.

                     Other Business Matters

-- USEC continues to work with DOE to remediate the 9,500 metric
    tons of contaminated uranium DOE transferred to the Company
    prior to USEC's privatization. USEC is on track to clean up the
    initial 2,800 metric tons of uranium under the DOE-USEC
    Agreement by the September 2003 target. The Company continues
    to anticipate that DOE will remediate an additional 2,116
    metric tons of uranium that DOE was obligated to transfer to
    USEC as of March 31, 2003. DOE is obligated to remedy all
    remaining uranium.

-- USEC has been conducting cold standby contract services for DOE
    at the Portsmouth plant under a letter agreement. The Company
    expects to conclude negotiations on a definitive contract in
    the current quarter, and expects to earn fees and collect
    retainage retroactive to July 2001 as soon as the contract is
    signed. Continuation of the program is subject to DOE funding
    and Congressional appropriations.

-- Negotiations are ongoing with DOE and the Ohio Valley Electric
    Corporation to resolve issues surrounding the termination of a
    power purchase agreement. The date for payment of the
    termination costs has been extended to December 31, 2003.

-- Negotiations continue with federal and South Carolina
    environmental regulators over USEC's share of the cost of
    cleaning up a depleted uranium processing site operated by a
    bankrupt contractor, Starmet.

-- The Japanese government temporarily shut down 17 reactors in
    the past year for special inspections. Four reactors have been
    returned to service and the operator is seeking permission to
    return the remainder to service. USEC supplies about half of
    the low-enriched uranium for these reactors. The Company does
    not expect 2003 revenue to be affected, but revenue is expected
    to be reduced in 2004 and possibly 2005 due to delays in
    refueling the affected reactors.

                     Earnings Guidance Updated

USEC's uranium enrichment business remains on target for improving
gross margin in 2003 to at least 10 percent. The improvement is
due to lower production costs and improved efficiency at the
Paducah plant, and lower purchase costs from Russia. Revenue from
SWU is expected to be $1.1 billion and uranium revenue is expected
to be $160 million for the year, including $60 million in sales
using uranium purchased from third-party suppliers and uranium
generated from underfeeding in the enrichment process. While the
gross profit is expected to improve year-over-year, increased
costs for accelerating demonstration of the American Centrifuge
technology will reduce net income. These increased costs will have
an after-tax effect of reducing net income by $5 million.

Based on the higher level of American Centrifuge spending in 2003,
USEC expects net income for the year in a range of $9 to $11
million. Earnings and cash flow are driven by business performance
and are dependent on a number of key factors, including:

-- Achieving targets for sales and average prices billed to
    customers.

-- Resolution as planned of the current business matters listed
    above.

In addition, if DOE funding is not secured for deposit removal at
Portsmouth, USEC's share of severance expenses could result in an
after-tax charge against net income of $1.5 - $2.0 million.

USEC's quarterly earnings profile has historically shown a loss
for the third quarter, but changes in the timing and movement of
sales from the second quarter indicate that net income should be
more consistent each quarter in 2003. Cash flow from operating
activities in 2003 is expected to be in a range of $30 to $40
million. The cash flow projection is lower due to timing of
customer collections and payments to Russia, and additional
spending on the American Centrifuge. Absent these timing items,
cash flow from operations would have been higher than originally
forecast.

USEC Inc., a global energy company, is the world's leading
supplier of enriched uranium fuel for commercial nuclear power
plants.

As reported in Troubled Company Reporter's June 27, 2003 edition,
Standard & Poor's Ratings Services revised its outlook on global
enriched uranium supplier USEC Inc., to stable from negative as
concerns about the emergence of a potential competitor have eased
somewhat.

At the same time, Standard & Poor's affirmed its 'BB' corporate
credit rating on the company. Bethesda, Maryland-based USEC has
$500 million in debt.


VINTAGE PETROLEUM: Will Host Q2 2003 Conference Call on August 7
----------------------------------------------------------------
Vintage Petroleum, Inc. (NYSE:VPI) will hold its quarterly
conference call and live webcast to discuss its second quarter
results and 2003 outlook on Thursday, August 7, 2003, at 4:00 p.m.
Eastern time (3:00 p.m. Central time).

S. Craig George, President and Chief Executive Officer; William L.
Abernathy, Executive Vice President and Chief Operating Officer;
and William C. Barnes, Executive Vice President and Chief
Financial Officer will be speaking for the company.

Interested parties may access the webcast by visiting the Vintage
Petroleum Web site at http://www.vintagepetroleum.comand
selecting the microphone icon or at
http://www.companyboardroom.comand typing VPI in the ticker
search box and selecting "Go". To listen to the internet
broadcast, participants will need a multimedia computer with
speakers and the Windows media player installed. Download from
http://www.microsoft.com/windows/windowsmedia/download/default.asp
and test the software prior to the call. The webcast and the
accompanying slide presentation will be available for replay at
the Vintage Petroleum, Inc.'s Web site.

Vintage Petroleum, Inc. is an independent energy company engaged
in the acquisition, exploitation and exploration and development
of oil and gas properties and the marketing of natural gas and
crude oil. Company headquarters are in Tulsa, Oklahoma and its
common shares are traded on the New York Stock Exchange under the
symbol VPI. For additional information, visit the company Web site
at http://www.vintagepetroleum.com

As previously reported, Standard & Poor's assigns its 'BB-' rating
to Vintage Petroleum Inc.'s $250 million Note Issue.

Ratings on Vintage Petroleum Inc. reflect the company's
participation in the volatile independent oil and gas exploration
and production (E&P) industry, an aggressive financial profile,
and significant political risk associated with Argentina, which
accounts for about 35% of Vintage's production.

                          Outlook

The negative outlook reflects continued uncertainty regarding the
fiscal regime in Argentina, limited internal financial
flexibility, and a likely continued decline in production through
2003 due to a starkly reduced 2002 capital budget. Significant
further deterioration in any of these conditions could lead to a
downgrade of Vintage's ratings. Conversely, management's ability
to deliver on its rather aggressive plan to apply proceeds from
asset sales and cash flow generated by stronger than currently
expected oil and natural gas prices could restore ratings
stability.


VISHAY: Proposed $450-Mill Sub. Convertible Notes Gets B+ Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' rating to
Vishay's proposed $450 million subordinated convertible notes due
2023. At the same time, Standard & Poor's affirmed its 'BB'
corporate credit and senior unsecured bank loan ratings on Vishay
Intertechnology Inc. The outlook is stable. Vishay had $724
million of debt outstanding as of March 31, 2003.

Malvern, Pennsylvania-based Vishay has strong market positions in
a broad range of electronic components, such as capacitors and
resistors (passives), as well as diodes and transistors (actives).

Proceeds from the bond offering are expected to be used to repay
drawn amounts on the company's revolving credit facility and to
redeem the 5-3/4% general semiconvertible notes, with remaining
amounts to be used for general corporate purposes, including
retiring other debt. Along with the bond offering, Vishay will
amend its existing revolving credit facility, extending the
maturity to 2007 from 2005 and relaxing the minimum tangible
net worth and minimum EBIT covenants.

"A modest increase in short-term funded debt resulting from the
refinancing will cause Vishay's debt protection metrics to weaken
somewhat from recent levels," said Standard & Poor's credit
analyst Joshua Davis. "Further gradual improvements in
profitability will likely lead to improvements in debt protection
in coming quarters."


WABASH NATIONAL: 3.25% Note Offering Increased by $25 Million
-------------------------------------------------------------
Wabash National Corporation (NYSE: WNC) announced the Initial
Purchasers have exercised their option to purchase an additional
$25 million of 3.25% convertible senior unsecured notes due 2008
in a Rule 144A offering, for a total transaction size of $125
million. The purchase of the additional notes is expected to close
simultaneously with the purchase of the $100 million in notes
previously announced, on or about August 1, 2003. Wabash National
intends to use the net proceeds from the total offering to repay a
portion of its outstanding indebtedness.

The terms of the additional notes being sold are identical to the
$100 million previously announced and are convertible under
certain circumstances into shares of Wabash National's common
stock at an initial conversion rate of 52.0833 shares per $1,000
principal amount of notes. This represents a conversion price of
$19.20 per common share, or a conversion premium of 25% over the
closing price on July 28, 2003 of $15.36. The notes bear interest
at 3.25% per annum payable semi-annually.

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

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

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

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

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

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


WACKENHUT CORRECTIONS: Will Publish 2nd Quarter Results on Aug 7
----------------------------------------------------------------
Wackenhut Corrections Corporation (NYSE: WHC) will release its
2003 Second Quarter financial results on Thursday, August 7, 2003.
This will be followed by a conference call at 2:30 PM (Eastern
Standard Time) on the same day.

Hosting the call for WCC will be George C. Zoley, Chairman and
Chief Executive Officer, accompanied by Wayne H. Calabrese, Vice
Chairman, President and Chief Operating Officer, John G. O'Rourke,
Chief Financial Officer, David Watson, Treasurer and Vice
President of Finance and Brian Evans, Vice President and Chief
Accounting Officer.

To participate in the teleconference, please contact one of the
following numbers 5 minutes prior to the scheduled start time.

                       1-800-839-6806 (U.S. only)
                     1-402-220-3724 (International)
        Conference Call Title: "Wackenhut Corrections Earnings"

In addition, a live web-cast of the conference call may be
accessed on the Company's investor relations home page at
http://www.wcc-corrections.com  A web-cast audio replay of the
conference call will also remain available on the Web site for 30
days.

If you are unable to participate in the conference call, a
telephonic replay will be available from August 7 through
September 8.  The replay number is 1-800-839-6806 (U.S.) and 1-
402-220-3724 (International).  If you have any questions, please
contact WCC at (561) 999-7306.

WCC is a world leader in the delivery of correctional and
detention management, health and mental health services to
federal, state and local government agencies around the globe. WCC
offers a turnkey approach that includes design, construction,
financing and operations. The Company represents 31 government
clients servicing 48 facilities in the United States, Australia,
South Africa, New Zealand, and Canada with a total design capacity
of approximately 36,000 beds.

As reported in Troubled Company Reporter's May 5, 2003 edition,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and 'BB' senior secured debt ratings on Wackenhut
Corrections Corp., on CreditWatch with negative implications.
Negative implications mean that the ratings could be lowered or
affirmed, following Standard & Poor's review.

Boca Raton, Florida-based WCC, a provider of a comprehensive range
of prison and correctional services, had about $125 million of
debt outstanding at Dec. 29, 2002.


WELLS FARGO: Fitch Takes Rating Actions to Series 2003-9 Notes
--------------------------------------------------------------
Wells Fargo Mortgage Pass-Through Certificates, series 2003-9
class I-A-1 through I-A-16, II-A-1, A-PO, I-A-R and I-A-LR (senior
certificates, $1.026 billion) are rated 'AAA' by Fitch Ratings. In
addition, Fitch rates the following classes:

         -- Class I-B-1 ($9.8 million) 'AA';
         -- Class II-B-1 ($1.7 million) 'AA';
         -- Class I-B-2 ($4.5 million) 'A';
         -- Class II-B-2 ($601,000) 'A';
         -- Class I-B-3 ($2.6 million) 'BBB';
         -- Class II-B-3 ($450,000) 'BBB'.
         -- Privately offered Class I-B-4 ($1.5 million) 'BB';
         -- Privately offered Class II-B-4 ($300,000) 'BB';
         -- Privately offered Class I-B-5 ($1.1 million) 'B';
         -- Privately offered Class II-B-5 ($300,000) 'B'.

The 'AAA' rating on the Group I senior certificates reflects the
2.75% subordination provided by the 1.30% class I-B-1, 0.60% class
I-B-2, 0.35% class I-B-3, 0.20% privately offered class I-B-4,
privately offered 0.15% class I-B-5, and 0.15% privately offered
class I-B-6 certificates (not rated by Fitch).

The 'AAA' rating on the Group II senior certificates reflects the
1.20% subordination provided by the 0.55% class II-B-1, 0.20%
class II-B-2, 0.15% class II-B-3, 0.10% privately offered class
II-B-4, privately offered 0.10% class II-B-5 and 0.10% privately
offered class II-B-6 certificates (not rated by Fitch).

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses. The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures and the master servicing
capabilities of Wells Fargo Bank Minnesota, N.A. (WFBM), rated
'RMS1' by Fitch.

The mortgage loans have been divided into two groups. The class I
and II certificates represent an ownership interest in the Group I
and Group 2 mortgage loans, respectively.

Loan Group 1 consists of fully amortizing, one- to four-family,
fixed interest rate, first-lien mortgage loans, substantially all
of which have original terms to maturity of approximately 30
years. The weighted average original loan to value ratio (OLTV) of
the pool is approximately 65.37%. Approximately 3.27% of the
mortgage loans have an OLTV greater than 80%. The weighted average
coupon of the pool is approximately 5.841%. The weighted average
FICO is 731. The three states represent the largest portion of the
mortgage loans are California (49.29%), New York (11.05%), and
Maryland (3.96%).

Loan Group 2 consists of fully amortizing, one- to four-family,
fixed interest rate, first-lien mortgage loans, substantially all
of which have original terms to maturity of approximately 15
years. The weighted average OLTV of the pool is approximately
58.54%. Approximately 0.83% of the mortgage loans have an OLTV
greater than 80%. The weighted average coupon of the pool is
approximately 5.304%. The weighted average FICO is 736. The three
states representing the largest portion of the mortgage loans are
California (38.55%), New York (5.88%), and Illinois (4.68%).

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

Approximately 98.54% of the mortgage loans in Group I and all of
the mortgage loans in Group II were originated in conformity with
the underwriting standards of Wells Fargo Home Mortgage, Inc. The
remaining approximate 1.46% of the mortgage loans in Group I were
purchased by WFHM in bulk purchase transactions. WFHM sold the
loans to Wells Fargo Asset Securities Corporation, a special
purpose corporation, and deposited the loans into the trust. The
trust issued the certificates in exchange for the mortgage loans.
WFBM, an affiliate of WFHM, will act as master servicer and
custodian. Wachovia Bank, N.A. will act as trustee. An election
will be made to treat the trust as two real estate mortgage
investment conduits for federal income tax purposes.


WORLDWIDE WIRELESS: Intends to File for Liquidation of Company
--------------------------------------------------------------
Worldwide Wireless Networks Inc. (OTC BB: WWWN), provides an
update on the progress of the Chapter 11 Bankruptcy Filing.

As previously announced, WWWN filed for Chapter 11 Bankruptcy on
September 11, 2002. The case number is SA 02-17020 JB. The filing
occurred with the U.S. Bankruptcy Court located at 411 West Fourth
St., Santa Ana, California 92701-8000.

On October 16, 2002, the Court approved the sale of the operating
assets of WWWN. On October 18, 2002, WWWN concluded the sale of
all its operating assets for a cash amount of $550,000.

After the sale of the operating assets of the business, WWWN
sought to sell the public shell. The Creditors committee engaged
the firm of Squar Milner to lead the process for the search for a
buyer for the shell. With the assistance of WWWN various potential
buyers were identified and negotiations were commenced with
several of the parties.

Unfortunately, no party was able to provide an offer that was
considered viable to the creditor's committee. As such, a
determination has been made to liquidate Worldwide Wireless
Networks.

As a result of liquidating WWWN, there will not be sufficient
assets to distribute anything to shareholders. All remaining
equity value will be completely extinguished.

"Unfortunately, we were unsuccessful in selling the public shell,"
stated Mr. Jerry Collazo, President and acting CEO of Worldwide
Wireless Networks. "My goal was to find an appropriate buyer for
the public shell that would give WWWN shareholders an opportunity
to regain some of their lost equity value. The cost of completing
the sale of the public shell required that we receive a minimum
purchase amount for the shell. Unfortunately, no acceptable
purchaser appeared with a reliable offer. I truly regret the
decision that needed to be made as it is a total loss for all
equity holders."

Worldwide Wireless Networks was a data-centric wireless
communications company headquartered in Orange, California. The
Company specialized in high-speed, broadband Internet access using
an owned wireless network.


WYNN RESORTS LTD: S&P Junks Subordinated Debentures at CCC+
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Wynn Resorts Ltd.'s $250 million 6% convertible subordinated
debentures due July 15, 2015. Proceeds from the notes will be used
to help finance the company's Macau project and for general
corporate purposes, including the contribution of approximately
$44 million to Wynn Resorts Funding, LLC, a wholly-owned
subsidiary, to purchase U.S. government securities for the payment
of the first three years of scheduled interest payments on the
notes.

In addition, a 'B' corporate credit rating was assigned to the
company. The outlook is developing. Wynn Resorts, a holding
company with no operations of its own, was formed in 2002. The
company's primary efforts, through its subsidiaries, have been
focused on designing and developing two casino resorts: one on the
Las Vegas Strip (Wynn Las Vegas) and the other in Macau (Wynn
Macau S.A.).

Standard & Poor's currently maintains a 'B' corporate credit
rating on the Las Vegas subsidiary, Wynn Las Vegas, LLC. With no
operations, Wynn Resorts is dependent upon its subsidiaries to
fund its debt service obligations, including the newly issued
subordinated debentures. However, the subsidiaries have no
obligation to pay any amounts due on the debentures or to provide
Wynn Resorts with funds for the payment of its obligations. In
addition, the subsidiaries currently have no operations or
earnings and the debt agreements at Wynn Las Vegas contain
restrictions on the ability to distribute funds to Wynn Resorts.
Ultimate repayment of the notes is expected to stem from the
successful development, opening, and operation of both Wynn Macau
and Wynn Las Vegas. The notes are subject to redemption at the
company's option beginning on July 20, 2007, either in the form of
common shares, cash, or a combination of both.

"Ratings for Wynn Resorts reflect its high amount of consolidated
debt; the execution risk in building, designing, and operating a
$2.4 billion property on the Las Vegas Strip; the risks associated
with constructing and operating a casino in Macau; and the
competitive market environments in both Las Vegas and Macau," said
Standard & Poor's credit analyst Michael Scerbo.


* J. Edward Houston Joins Hillsboro Group as Chairman and CEO
-------------------------------------------------------------
Hillsboro Group, Inc. (OTC Bulletin Board: HLBO) recently hired J.
Edward Houston, with over 40 years of financial services and legal
experience, as Chairman and CEO.

Mr. Houston served six years as a United States Federal Bankruptcy
Judge, in addition to being the President, CEO and a director of
Barnett Bank of South Florida for six years; Chairman of the
Board, President and CEO of South Florida Savings & Loan for two
years; Chairman of the Board, President and CEO of Old Dominion
Insurance Co., Property and Casualty Issuer, for five years;
President, CEO and a Director of Barnett Leasing Company and
President, CEO and director of Great American Bank. More recently,
Mr. Houston was President and CEO of Port Dania, Inc., a Savoy
Shipping Company. Mr. Houston has been a member of the Board of
Directors of Avatar Holdings, Inc. and Barnett Bank Trust Company.

"Ed brings a tremendous amount of experience and expertise coupled
with lifelong contacts covering a broad spectrum of the business
world," said Ted Molinari of the Hillsboro Group.

"I look forward to building a strong institutional financial
services firm concentrating on Capital Markets, Investment banking
and asset management, utilizing the diverse talent of the
Hillsboro team," said Mr. Houston.

Hillsboro Group, Inc. is a financial services holding company that
has identified a NYSE and an NASD broker dealer with whom they are
in final discussions to acquire subject to final approval of all
regulatory bodies. The Company will offer a variety of services
for institutional investors and growth companies. Subsidiaries of
Hillsboro Group, Inc. together will comprise a full-service
investment bank and institutional securities firm focused on the
small to middle markets. Hillsboro will offer financial advisory,
capital raising, mergers and acquisitions, and restructuring
services to small and mid-cap companies. The firm will provide
outstanding trade execution in the equity markets, as well as
fundamental research and asset management capabilities to
institutional investors.


* BOOK REVIEW: Risk, Uncertainty and Profit
-------------------------------------------
Author:  Frank H. Knight
Publisher:  Beard Books
Softcover:  381 pages
List Price:  $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981262/internetbankrupt

The tenets Frank H. Knight sets out in this, his first book,
have become an integral part of modern economic theory. Still
readable today, it was included as a classic in the 1998 Forbes
reading list. The book grew out of Knight's 1917 Cornell
University doctoral thesis, which took second prize in an essay
contest that year sponsored by Hart, Schaffner and Marx. In it,
he examined the relationship between knowledge on the part of
entrepreneurs and changes in the economy. He, quite famously,
distinguished between two types of change, risk and uncertainty,
defining risk as randomness with knowable probabilities and
uncertainty as randomness with unknowable probabilities. Risk,
he said, arises from repeated changes for which probabilities
can be calculated and insured against, such as the risk of fire.
Uncertainty arises from unpredictable changes in an economy,
such as resources, preferences, and knowledge, changes that
cannot be insured against. Uncertainty, he said "is one of the
fundamental facts of life."

One of the larger issues of Knight's time was how the
entrepreneur, the central figure in a free enterprise system,
earns profits in the face of competition. It was thought that
competition would reduce profits to zero across a sector because
any profits would attract more entrepreneurs into the sector and
increase supply, which would drive prices down, resulting in
competitive equilibrium and zero profit.

Knight argued that uncertainty itself may allow some
entrepreneurs to earn profits despite this equilibrium.
Entrepreneurs, he said, are forced to guess at their expected
total receipts. They cannot foresee the number of products they
will sell because of the unpredictability of consumer
preferences. Still, they must purchase product inputs, so they
base these purchases on the number of products they guess they
will sell. Finally, they have to guess the price at which their
products will sell. These factors are all uncertain and
impossible to know. Profits are earned when uncertainty yields
higher total receipts than forecasted total receipts. Thus,
Knight postulated, profits are merely due to luck. Such
entrepreneurs who "get lucky" will try to reproduce their
success, but will be unable to because their luck will
eventually turn.

At the time, some theorists were saying that when this luck runs
out, entrepreneurs will then rely on and substitute improved
decision making and management for their original
entrepreneurship, and the profits will return. Knight saw
entrepreneurs as poor managers, however, who will in time fail
against new and lucky entrepreneurs. He concluded that economic
change is a result of this constant interplay between new
entrepreneurial action and existing businesses hedging against
uncertainty by improving their internal organization.

Frank H. Knight has been called "among the most broad-ranging
and influential economists of the twentieth century" and "one of
the most eclectic economists and perhaps the deepest thinker and
scholar American economics has produced." He stands among the
giants of American economists that include Schumpeter and Viner.
His students included Nobel Laureates Milton Friedman, George
Stigler and James Buchanan, as well as Paul Samuelson. At the
University of Chicago, Knight specialized in the history of
economic thought. He revolutionized the economics department
there, becoming one the leaders of what has become known as the
Chicago School of Economics. Under his tutelage and guidance,
the University of Chicago became the bulwark against the more
interventionist and anti-market approaches followed elsewhere in
American economic thought. He died in 1972.

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C.
de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A.
Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

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

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

                 *** End of Transmission ***