TCR_Public/030804.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, August 4, 2003, Vol. 7, No. 152

                           Headlines

ABRAXAS PETROLEUM: March Working Capital Deficit Tops $1.9-Mill.
AEROGEN INC: Red Ink Continued to Flow in Second Quarter 2003
AFC ENT.: Reports Improved Q2 Comparative Store Sales Results
AIR CANADA: Ernst & Young Provides Update on CCAA Restructuring
AIRGATE PCS: Will Webcast Fiscal Q3 Conference Call on August 15

ALASKA COMMS: Reports Improved Q2 Results After Asset Sale Gain
ALLIED WASTE: Inks Pact to Convert $1BB of 6.5% Preferred Shares
AMERCO: Gets Clearance to Hire Ordinary Course Professionals
AMERICAN AIRLINES: Joins Sabre Travel Network DCA 3-Year Option
AMERICAN WAGERING: Tapping Gordon & Silver as Bankruptcy Counsel

ANC RENTAL: Lehman Seeks Nod to File Cerberus Pacts Under Seal
ANDERSON SAND: Icoworks Unit to Conduct Co.'s Equipment Auction
APPLICA INC: Second Quarter Net Loss Stays Flat at $2.8 Million
ASIA GLOBAL CROSSING: Trustee Wants to Hire G.E.M. as Custodian
BELL CANADA: June Working Capital Deficit Tops $919 Million

BIOTRANSPLANT INC: Court Okays Asset Purchase Pact with Miltenyi
BUCKEYE: Posts $5MM Net Loss After $5MM Asset Impairment Charges
BURLINGTON: Court Approves WL Ross' $614-Million Bid for Assets
CALYPTE BIOMEDICAL: June 30 Net Capital Deficit Widens to $11MM
CENTURYTEL INC: June 30 Working Capital Deficit Widens to $237MM

CHIPPAC INC: Red Ink Continued to Flow Second Quarter 2003
CHIQUITA BRANDS: Reports Improved Second Quarter Fin'l Results
CINCINNATI BELL: Elects Bruce L. Byrnes to Board of Directors
COASTAL BANCORP: Fitch Withdraws Pref. Rating after Redemption
COGECO CABLE: Increases Internet Service Speed to 3.0 Mbps

CONGOLEUM CORP: Seeks Bondholders' Consent to Amend Indenture
CONSECO FINANCE: Takes Action to Challenge Various Claims
CONSECO INC: Reaches Agreement with TOPrS & Creditors Committees
CONSECO INC: Court Approves Kroll's Engagement as Investigator
CORRPRO: Continues Negotiating Extension of Credit Facilities

COTT CORP: S&P Ups Corp. Credit & Senior Debt Ratings to BB/BB+
CROWN CASTLE: Second Quarter Net Loss Hits $100 Million Mark
CWMBS INC: Fitch Assigns Lower-B Ratings to Classes B-3 & B-4
DENNY'S CORP: Poor Performance Spurs S&P to Downgrade Ratings
DENNY'S CORP: June 25 Balance Sheet Insolvency Stands at $293MM

DIAMOND ENTERTAINMENT: Requests Ex-Auditors to Submit SEC Report
DILLARD'S INC: S&P Lowers and Removes Low-B Ratings from Watch
EPOCH 2001-1: S&P Junks Ratings on Class III and IV Notes
FEP RECEIVABLES: Fitch Affirms Note Ratings from 2 Transactions
FLEMING COMPANIES: Bringing-In Kekst & Company as PR Consultant

FLEXTRONICS: $500-Mil. Senior Subordinated Notes Gets BB- Rating
GRAHAM PACKAGING: Commencing 8-3/4% Sr. Debt Exchange Offer
G&C WHOLESALE: Leo M. Tahajian Charged in $5 Million Bank Fraud
GAYLORD ENTERTAINMENT: Reports Strong Growth for Second Quarter
GEO SPECIALTY: Obtains Covenant Waiver under Sr. Credit Facility

GRAPHIC PACKAGING: Gets Consents to Amend 8-5/8% Note Indenture
HYPERTENSION DIAGNOSTICS: Ernst & Young Airs Going Concern Doubt
INTERLINE BRANDS: June 27 Net Capital Deficit Widens to $248MM
INT'L UTILITY: Misses Interest Payment on 10.75% Sr. Sub. Notes
KAISER: Government Seeks Stay Relief to Permit Debt Set-Off

KMART CORP: E. David Coolidge Discloses 10,000 Shares Ownership
LB-UBS COMMERCIAL: Fitch Assigns Low-B Ratings to 3 Note Classes
MADISON RIVER: Second Quarter 2003 Net Loss Narrows to $3.8 Mil.
MAGELLAN HEALTH: Files 2nd Amended Plan & Disclosure Statement
MARSH SUPERMARKETS: Hosting First Quarter Conference Call Today

MDC CORPORATION: Completes Plan of Arrangement with Maxxcom Inc.
MIRANT CORP: Court Fixes November 19 Bar Date for All Creditors
NEWCOM INT'L: Operating Losses Prompt Going Concern Uncertainty
NORSKE SKOG: 16% US Dollar Slide Erodes Second Quarter Gains
NORSKE SKOG: Extends Senior Debt Exchange Offer to August 15

NRG ENERGY: Court Okays Leonard Street's Engagement as Counsel
OGLEBAY NORTON: Defers Interest Payment on 10% Senior Sub. Notes
OM GROUP: Completes Sale of Precious Metals Business to Umicore
PACIFICARE HEALTH: 2nd Quarter Results Show Marked Improvement
P-COM INC: June 30 Balance Sheet Insolvency Doubles to $30 Mill.

PENN TRAFFIC: Court Approves Permanent $270-Mill. DIP Financing
PERSONNEL GROUP: Second Quarter Results Enter Positive Territory
PG&E NATIONAL: USGen Wants to Honor Prepetition Property Taxes
POLAROID: Cardinale & Maiorelli Seeks Access to Produced Docs.
PRIMEDEX HEALTH: Prepackaged Chapter 11 Filing in the Offing

PRIME HOSPITALITY: Second Quarter Net Loss Balloons to $18 Mill.
PRIMEDIA INC: Second Quarter Results Reflect Solid Performance
PUTNAM LOVELL: Fitch Affirms Low-B/Junk Ratings on 3 Classes
QUEBECOR MEDIA: 2nd Quarter Performance Improved Significantly
RIVERWOOD INT'L: Extends Consent Solicitations for Senior Notes

SAFETY-KLEEN: Delaware Court Confirms Plan of Reorganization
SAFETY-KLEEN: Wants Approval to Settle with Committee & Andersen
SCHUFF: Operating Income Cut Prompts S&P to Lower Rating to B-
SERVICEWARE TECHNOLOGIES: Reports Improved Performance for Q2
SK GLOBAL: Seeks Court Injunction Against Utility Companies

SMTC CORP: Schedules Q2 Results Teleconference for Aug. 11, 2003
SOLUTIA: Weak Performance & Refinancing Risk Cause Rating Drop
STEAKHOUSE PARTNERS: Obtains Court Nod for $5M DIP Financing Pact
STELCO: S&P Keeps Watch Due to Cost-Reduction Ability Concerns
SUMMIT PROPERTIES: Senior Unsecured Debt Rating Down to BB+

SUPERIOR TELECOM: Files Chapter 11 Reorganization Plan in Del.
TELESYSTEM INT'L: Second Quarter Results Enter Positive Zone
TOWER AUTOMOTIVE: Commences Exchange Offer for 12% Senior Notes
VERTIS INC: Reports Net Loss of $72 Million for Second Quarter
VICAR OPERATING: S&P Affirms B+/B- Ratings and Changes Outlook

WALKING COMPANY: Commences Store Closing Sales at 29 Locations
WHEELING-PITTSBURGH: Formally Emerges from Bankruptcy Proceeding
WHEELING-PITTSBURGH: Consummates Plan of Reorganization
WORLDCOM: MCI Continues to Serve Federal Government Customers
WORLDCOM INC: CWA President Morton Bahr Applauds GSA Decision

ZALE CORPORATE: S&P Ratchets Rating to BB+ after Tender Offer

* BOND PRICING: For the week of August 4 - 8, 2003

                           *********

ABRAXAS PETROLEUM: March Working Capital Deficit Tops $1.9-Mill.
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Abraxas Petroleum Corporation has incurred net losses in five of
the last six years, and there can be no assurance that  operating
income and net earnings will be achieved in future periods.

Revenues, profitability and future rate of growth are
substantially dependent upon prevailing  prices for crude oil and
natural gas and the volumes of crude oil, natural gas and natural
gas liquids produced by Abraxas. During 2002, crude oil and
natural gas prices began to increase from 2001 levels and
increased further in the first quarter of 2003. In addition,
because the Company's proved reserves will  decline as crude oil,
natural gas and natural gas liquids are produced, unless Abraxas
acquires additional properties  containing proved reserves or
conducts successful exploration and development activities, its
reserves and production will decrease.  Its ability to acquire or
find additional reserves in the near future will be dependent, in
part, upon the  amount of available funds for acquisition,
exploitation, exploration and development projects. In order to
provide Abraxas with liquidity and capital resources, the Company
has sold certain of its producing properties.  However, its
production levels have declined as it has been unable to replace
the production represented by the properties sold with new
production from the producing properties Abraxas has invested in
with the proceeds of the property sales.  In addition,  under the
terms of its new senior credit agreement and its new notes, the
Company is subject to limitations on capital expenditures. As a
result, Abraxas will be limited in its ability to replace existing
production with new production and might suffer a decrease in the
volume of crude oil and natural gas it produces. If crude oil and
natural gas prices return to depressed levels or if Abraxas
production levels continue to decrease, the Company's revenues,
cash flow from operations and financial condition will be
materially adversely affected.

                 Results of Operations

The Company's financial results depend upon many factors,
particularly the following factors which most significantly affect
its results of operations:

          *  the sales prices of crude oil, natural gas liquids and
             natural gas;

          *  the level of total sales volumes of crude oil, natural
             gas liquids and natural gas;

          *  the ability to raise capital resources and provide
             liquidity to meet cash flow needs;

          *  the level of and interest rates on borrowings; and

          *  the level and success of exploration and development
             activity.

During the three months ended March 31, 2003, operating revenue
from crude oil, natural gas and natural gas liquid sales
increased to $12.8 million compared to $10.9 million in the three
months ended March 31, 2002.  The increase in revenue was
primarily due to increased prices realized during the period,
partially offset by a decline in production volumes.  Higher
commodity prices impacted crude oil and natural gas revenue by
$7.2 million while reduced production volumes had a $5.6 million
negative impact on revenue.

Lease operating expenses for the three months ended March 31, 2003
decreased to $2.7 million from $3.9 million for the same period in
2002.  The decrease in LOE was primarily due to the sale of
Canadian Abraxas and Grey Wolf in January 2003.  LOE related to
the properties sold was $2.0 million for the first quarter of 2002
compared to $379,000 during the first quarter of 2003 through the
date of the sale. Partially offsetting the decline was an increase
in production tax expense due to higher commodity prices in the
quarter ended March 31, 2003 compared to the same period of 2002.

General & Administrative expenses decreased by $0.3 million to
$1.4 million during the quarter ended March 31, 2003 for the first
three months of 2003 from $1.7 million for the first three months
of 2002.  The decrease in G&A expense was primarily due to a
reduction in personnel in connection with the sale of Canadian
Abraxas and Grey Wolf on January 23, 2003.

Depreciation, depletion and amortization expense decreased to $3.1
million for the three months ended March 31, 2003 from $6.8million
for the same period of 2002. The decline in DD&A was primarily due
to the sale of Canadian properties in January 2003, as well as
ceiling limitation write-downs in the second quarter of 2002.

Interest expense decreased from $8.4 million for the first three
months of 2002 to $5.2 million in 2003.  The  decrease in interest
expense was due to the reduction in long-term debt in the first
quarter of 2003 as compared to the same period of 2002.  The
reduction in debt was the result of the financial transactions
which occurred on January 23, 2003.

                   Liquidity and Capital Resources

At March 31, 2003, Abraxas' current liabilities of approximately
$12.9 million exceeded the Company's current assets of $11.0
million resulting in a working capital deficit of $1.9 million.
This compares to a working capital deficit of  approximately $65.7
million at December 31, 2002. However, as a result of the
financial restructuring completed in January 2003, Abraxas'
current liabilities were significantly reduced. Current
liabilities at March 31, 2003 consisted of trade payables of $5.2
million, revenues due third parties of $2.5 million and accrued
interest of $2.5 million related to the new notes, which was paid
in kind May 1 with the issuance of additional notes. After giving
effect to the scheduled principal reductions required during 2003
under its new senior credit agreement Abraxas will have cash
interest expense of approximately $4.0 million.  The Company does
not expect to make cash interest payments with respect to the
outstanding new notes, and the issuance of additional new notes in
lieu of cash interest payments thereon will not affect its working
capital balance.


AEROGEN INC: Red Ink Continued to Flow in Second Quarter 2003
-------------------------------------------------------------
Aerogen, Inc. (Nasdaq: AEGN) announced financial results for the
three months and six months ended June 30, 2003. The net loss for
the three months ended June 30, 2003 was $3.6 million, compared
with a net loss of $7.0 million for the same period in 2002. The
net loss for the six months ended June 30, 2003 was $7.9 million,
compared with $14.1 million for the same period in 2002. The
decrease in net loss was primarily the result of increased product
revenues and lower operating expenses.

Revenues for the three months ended June 30, 2003 were $1.1
million, compared with $0.2 million for the same period in 2002.
Revenues for the six months ended June 30, 2003 were $2.7 million
compared with $0.3 million for the same period in 2002. The
increase in revenues for the three month and six month period
ending June 30, 2003 were primarily due to the increased sales of
the Aeroneb(R) Professional Nebulizer System and higher royalty
revenues from a consumer company that has licensed our aerosol
generator technology.

Cost of products sold for the three months ended June 30, 2003 was
$0.6 million, compared with $0.2 million for the same period in
2002. Cost of products sold for the six months ended June 30, 2003
was $1.4 million, compared with $0.5 million for the same period
in 2002. Cost of products sold increased with higher product
sales, and were 62% of product sales for the three months ended
June 30, 2003 and 64% for the six months ended June 30, 2003. In
the three months and six months ended June 30, 2002, product
margins were negative.

Research and development expenses for the three months ended
June 30, 2003 were $3.0 million, compared with $4.9 million for
the same period in 2002. Research and development expenses for the
six months ended June 30, 2003 were $6.2 million, compared with
$10.0 million for the same period in 2002. The decrease in
research and development spending was primarily due to reduction
in payroll expenses resulting from fewer employees, suspension of
development on the Aerodose(R) insulin inhaler, and completion of
development of the clinical version of the Aerodose(R) respiratory
inhaler.

Selling, general and administrative expenses for the three months
ended June 30, 2003 were $1.5 million, compared with $2.2 million
for the same period in 2002. Selling, general and administrative
expenses for the six months ended June 30, 2003 were $3.4 million,
as compared with $4.3 million for the same period in 2002. The
decrease in selling, general and administrative expenses in the
three months ended June 30, 2003, as compared with the same period
of 2002, was primarily due to reduction in payroll expenses
resulting from fewer employees, decreased expenses associated with
marketing and selling products, and reductions in travel,
partially offset by increased legal expenses. The decrease in
expenses in the first six months of 2003 over the same period in
2002, was primarily due to reduction in payroll expenses resulting
from fewer employees and decreased expenses associated with
marketing and selling our products, partially offset by increased
legal expenses.

                        Financial Outlook

As of June 30, 2003, Aerogen had cash, cash equivalents and short-
term investments totaling $1.7 million, compared with $8.9 million
at December 31, 2002. Cash expenditures, net of cash receipts, for
the three months and six months ended June 30, 2003 were
approximately $2.8 million and $7.2 million, respectively. As a
result of our continued losses and current cash resources, we will
need to raise additional funds through public or private
financings, collaborative relationships or other arrangements
within the next few weeks in order to continue as a going concern.
Collaborative arrangements, if necessary to raise additional
funds, may require us to relinquish rights to either certain of
our products or technologies or desirable marketing territories,
or all of these. We are pursuing efforts to raise such additional
funds; however, if we are not successful, we may have to curtail
significantly, or cease entirely, our operations, and/or seek
bankruptcy protection.

"While the Aerogen team continues to be most enthusiastic about
the multiple applications identified for improvements of
respiratory therapy associated with the now developed core aerosol
generator technology, financing of the business plan is taking
more time than we had contemplated. We continue to pursue all
opportunities available to us," said Jane E. Shaw, Aerogen's
Chairman and Chief Executive Officer.

Aerogen, a specialty pharmaceutical company, develops inhaler and
nebulizer products based on its OnQ(TM) Aerosol Generator
technology to improve the treatment of respiratory disorders.
Aerogen also has development collaborations with pharmaceutical
and biotechnology companies for delivery of novel compounds that
treat respiratory and other disorders. Aerogen currently markets
products that include the Aeroneb(R) Professional Nebulizer
System, for use in the hospital, and the Aeroneb(R) Portable
Nebulizer System, for home use. Aerogen's first drug product in
the acute care setting, inhaled amikacin for pulmonary infections,
is currently in Phase 2 clinical trials. Additional products are
in the feasibility and pre-clinical stages of development and in
test marketing. Aerogen is headquartered in Mountain View,
California, with a campus in Galway, Ireland. For more
information, visit http://www.aerogen.com

                          *   *   *

               Liquidity and Going Concern Uncertainty

Aerogen, Inc.'s June 30, 2003 balance sheet shows an accumulated
deficit of about $100 million that eroded its total shareholders'
equity to about $8 million from about $16 million recorded six
months ago.

In its SEC Form 10-Q for the quarter ended March 31, 2003, the
Company stated:

"The Company's recurring net losses from operations and negative
cash flows from operations, in light of the Company's current
liquidity and capital resources, raise substantial doubt regarding
the Company's ability to continue as a going concern for a
reasonable period of time.  Since inception, we have financed our
operations primarily through equity financings, product revenues,
research and development revenues, and the interest earned on
related proceeds.  The process of developing our products will
continue to require significant research and development, clinical
trials and regulatory approvals. These activities, together with
manufacturing, selling, general and administrative expenses, are
expected to result in substantial operating losses for the next
several years.

"[The Company's] condensed consolidated financial statements
contemplate the realization of assets and the satisfaction of
liabilities in the normal course of business. The continued
operation of the Company is dependent on our ability to obtain
adequate funding and eventually establish profitable operations.
As of March 31, 2003, we had $4.5 million in cash and cash
equivalents. During the first three months of 2003, our
expenditures have been approximately $1.6 million per month. We
need to raise additional funds through public or private
financings, collaborative relationships or other arrangements by
early June 2003 in order to continue as a going concern. We cannot
be certain that such additional funding will be available on terms
attractive to us, or at all. Furthermore, additional equity or
debt financing may involve substantial dilution to our existing
stockholders, restrictive covenants or high interest rates.
Collaborative arrangements, if necessary to raise additional
funds, may require us to relinquish rights to either certain of
our products or technologies or desirable marketing territories,
or all of these. We will also explore other potential options,
such as a merger or sale.  If our efforts are unsuccessful, the
Company will have to significantly curtail operations even
further, or cease operations altogether and explore liquidation
alternatives."


AFC ENT.: Reports Improved Q2 Comparative Store Sales Results
-------------------------------------------------------------
AFC Enterprises, Inc. (Nasdaq: AFCEE), the franchisor and operator
of Popeyes(R) Chicken & Biscuits, Church's Chicken(TM),
Cinnabon(R) and the franchisor of Seattle's Best Coffee(R) in
Hawaii, on military bases and internationally, announced operating
performance results for the second quarter of 2003, which included
the Company's fiscal period 5 (previously discussed in a news
release on June 2, 2003), period 6 (5/19-6/15) and period 7 (6/16-
7/13). The Company also reviewed other business matters. The
results include the operating performance of the Seattle Coffee
Company, which was sold to Starbucks Corporation, effective
July 14, 2003.

                          Overall Performance

             Domestic System-wide Comparable Store Sales

AFC reported that blended domestic system-wide comparable store
sales at its restaurants, bakeries and cafes were down 3.1 percent
for the second quarter of 2003, compared to an increase of 0.4
percent for the second quarter of 2002. This figure represented a
modest improvement over the first quarter of 2003 when the Company
reported a decrease of 5.0 percent. The second quarter of 2003
showed comparable store sales improvements in each consecutive
period, with period 7 down 1.9 percent, representing AFC's most
improved blended comparable sales performance in 2003.

The Company remains committed to identifying and implementing
additional traffic and average check builders for its restaurants,
bakeries and cafes. Ongoing promotional enhancements and continued
operational efficiencies helped secure an overall increase in
average check in the second quarter of 2003, with Church's up 1.9
percent, Cinnabon up 1.1 percent, Seattle Coffee Company up 5.0
percent, but with Popeyes down 0.6 percent. Popeyes recently
introduced a nationally advertised launch of its Po'Boy
sandwiches, which helped drive traffic but had a slightly adverse
impact on average check due to its lower introductory price point.

As part of the Company's 100-Day Plan, which commenced on June 1,
2003, each brand has begun implementing action oriented solutions
to help improve comparable store sales. Specific strategies
include:

* Popeyes revised domestic system promotions and limited time
   offers with more favorable price-points and product types. Part
   of this strategy includes the brand focusing on limited time
   offers with a boneless chicken and seafood focus that eliminates
   discounting of the core menu.

* Church's focus on the rollout of such items as big buffalo
   tenders and jalapeno cheese biscuits, in addition to promoting
   more mixed offerings. Church's is developing a new print and
   billboard strategy for non-media markets and is accelerating
   drive-thru initiatives.

* Cinnabon continues to concentrate on driving destination appeal,
   by focusing on increased portability, addressing nutrition conce
   concerns and expanding product variety. Specific product
   initiatives include CinnaPoppers, Souffle Bites, Petite Delights
   and Minibon Delight rolls.

Despite these sales building initiatives, AFC has lowered its
previously projected full-year 2003 blended domestic system-wide
comparable store sales of down 2.0-3.0 percent to down 2.5-3.5
percent to reflect a more conservative outlook. By brand, AFC
expects domestic system-wide comparable store sales growth for
2003 to be down 1.5-2.5 percent for Popeyes, down 3.5-4.5 percent
for Church's, and down 5.5-6.5 percent for Cinnabon.

                  New System-wide Openings

The AFC system opened 75 restaurants, bakeries and cafes during
the second quarter of 2003, compared to 100 total system-wide
openings in the second quarter of 2002. This unit opening decrease
over prior year was primarily a result of franchisees having a
more cautious approach and greater sensitivity to the challenging
economic environment. In addition, due to the temporary suspension
of certain domestic franchise sales-related activities, the
Company is currently unable to capitalize on traditional venue
driven development opportunities that can be signed and opened
within the same year. Of the 75 openings in the second quarter, 47
were in international markets and the remaining 28 were domestic.
Popeyes opened 23 restaurants internationally, of which 17 are
located in Korea and Mexico.

On a system-wide basis, AFC had 4,150 units at the end of period
7, 2003. The total unit count figure excluding continental U.S.
and Canadian Seattle's Best Coffee(R) and Torrefazione Italia(R)
Coffee cafes that were sold as part of the Seattle Coffee Company
sale to Starbucks Corporation on July 14, 2003, was 4,006 units.

AFC is now anticipating that 345-370 new unit openings will occur
in 2003. This number is comprised of 175-180 Popeyes units, 55-65
Church's units, 70-75 Cinnabon units and 45-50 Seattle's Best
Coffee international units. This number is down from the 400-425
new unit openings previously projected and reflects the
elimination of the previously anticipated future domestic openings
for Seattle Coffee Company and an overall more cautious outlook.
This revised estimate represents 185-210 net new units that will
be added to the system in 2003 as a result of an estimated 160
unit closings. Unit closings traditionally occur due to a loss or
expiration of lease rights and closing of under-performing units.
The Company has critically assessed which units are expected to
close in formulating its most current estimation.

                   Commitments and Conversions

As previously stated, the Company has temporarily suspended
certain domestic franchise sales-related activities, including the
sale of new commitments and the sale of Company-owned units to
franchisees (conversions) because it has not yet finalized its
2003 franchise offering circulars or renewed its state franchise
registrations, both of which require AFC's 2002 audited financial
statements. At the end of period 7 2003, AFC had a total of 2,542
outstanding commitments for future development.

AFC will reengage in domestic franchise sales after finalizing and
filing the 2003 franchise offering circulars and renewing its
franchise registrations. The process will immediately follow the
release of its 2002 audited financial statements and the release
of the quarterly 2003 financial statements, as may be required.
AFC anticipates proceeds from conversions in 2003 will be $5
million or less, which represents a significant reduction from
previous estimates of $20-$30 million for 2003. Given today's
economic environment, the Company is taking an opportunistic
approach regarding conversions to help ensure the proper buyer,
market and value for such transactions.

Due to the temporary suspension of domestic franchise sales-
related activities and the elimination of future North American
commitments for Seattle Coffee Company, AFC now projects to sign
approximately 500-550 new commitments for future development in
2003, in comparison to the 750 originally estimated.

"Although we are seeing some recovery in our comparable sales
performance, AFC has taken a conservative position in our overall
operational performance outlook," said Dick Holbrook, President
and COO of AFC Enterprises. "This will provide us the opportunity
to have our brand building initiatives for the remainder of the
year prove their success. We also expect that our commitments and
openings should return to a more normalized level next year once
we are able to fully engage in our franchise sales activities."

                Additional Key Business Matters

     Audit Committee Investigation and Nasdaq Listing Status

As previously announced on July 23, 2003, the Audit Committee of
the Board of Directors of AFC is engaged in an investigation into
quarter-end adjustments to reserve, asset and accrual accounts on
the books of the Company and certain other related matters. The
Nasdaq Listing Qualifications Panel has required that it be
informed of the results of the investigation by August 8, 2003,
before making a determination on AFC's continued listing on the
Nasdaq National Market.

             Seattle Coffee Company Sale Transaction

As announced on July 14, 2003, AFC completed the sale of its
Seattle Coffee Company subsidiary to Starbucks Corporation for
approximately $72.0 million in cash, subject to certain
adjustments. Net proceeds from the transaction are expected to be
between $60-$62 million after final adjustments. The immediate use
of a portion of the net proceeds was to pay down debt. However, in
the future, the Company intends to use the remaining proceeds to
purchase additional shares of AFC common stock, pending board
authorization and credit facility covenant compliance.

                      Share Repurchase

AFC has not repurchased any additional shares of common stock
during 2003. AFC expects to continue its repurchase program
following the release of the financial statements. The Company
currently has $22 million authorized for additional share
repurchase and management will request an increase in the
authorized amount from its board of directors. There is no
assurance that AFC will be able to obtain the additional
authorization or when shares may ultimately be repurchased.

                      Credit Facility

On July 14, 2003, AFC's lenders approved a third amendment to the
Company's credit facility agreement. The amendment requires AFC to
use at least fifty percent of the net cash proceeds from the sale
of the Seattle Coffee Company for the repayment of term loan debt.
It also provides AFC the ability to utilize the remaining amount
of the net cash proceeds for share repurchases and/or dividend
payments, based on the Company's ability to meet certain covenant
requirements, or for debt repayment or other general corporate
purposes. Under the terms of its recent amendment, AFC must file
its financials by August 22, 2003.

                     Productivity Initiative

As previously announced, AFC is currently implementing an in-depth
productivity improvement initiative to increase the efficiency and
effectiveness of its overhead spending. Once all ideas are
implemented, the annual improvement in overhead spending, under
this initiative, is expected to be approximately $10 million on a
run-rate basis. Implementation has either begun or has already
been completed for the majority of the ideas.

                      Non-Recurring Expenses

AFC is currently projecting to incur $14-$15 million of unusual
expenses in 2003. This is an increase from the $9-$10 million
originally estimated. These expenses relate to the implementation
of the productivity initiative, the extended audit process for
fiscal years 2002, 2001 and 2000, shareholder litigation and
charges related to the amendments to the Company's credit facility
agreement.

Commenting on AFC's key business matters, Chairman and CEO Frank
Belatti said, "While all of us are extremely disappointed with the
length of time of the ongoing audit and the added costs associated
with it, we continue to focus on the business and our portfolio of
brands. The sale of Seattle Coffee Company demonstrates the
Company's efforts to ensure that shareholder value is always
maximized and we remain focused on that goal."

AFC Enterprises, Inc. is the franchisor and operator of 4,150
restaurants, bakeries and cafes as of July 13, 2003, in the United
States, Puerto Rico and 35 foreign countries under the brand names
Popeyes(R) Chicken & Biscuits, Church's Chicken(TM), Cinnabon(R)
and the franchisor of Seattle's Best Coffee(R) in Hawaii, on
military bases and internationally. AFC's primary objective is to
be the world's Franchisor of Choice(R) by offering investment
opportunities in highly recognizable brands and exceptional
franchisee support systems and services. AFC Enterprises had
system-wide sales of approximately $2.7 billion in 2002 and can be
found on the World Wide Web at http://www.afce.com

                          *     *     *

As reported in Troubled Company Reporter's July 18, 2003 edition,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit and senior secured bank loan ratings of AFC Enterprises
Inc., on CreditWatch with negative implications.

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


AIR CANADA: Ernst & Young Provides Update on CCAA Restructuring
---------------------------------------------------------------
Air Canada advises that the Eighth Report of the Monitor, a
comprehensive update on the airline's restructuring under the
Companies' Creditors Arrangement Act (CCAA), has been completed by
Ernst and Young Inc. and is now available at
http://www.aircanada.com

The report includes an update on the following:

      a) the equity solicitation process;

      b) the Amex Bank of Canada Charge Card Partner Agreement;

      c) pension matters;

      d) the status of discussions with labor unions;

      e) negotiations with aircraft lessors;

      f) the General Electric Capital Aviation Services (GECAS)
         aircraft/financing agreement;

      g) repudiation of real estate leases;

      h) restructuring of other contractual agreements;

      i) product distribution systems;

      j) the Unsecured Creditor Committee;

      k) ancillary proceedings under Section 304 of the US
         Bankruptcy Code;

      l) operating results;

      m) cash flow projections to October 24, 2003;

      n) estimated obligations of the Company arising subsequent to
         April 1, 2003; and

      o) progress in the development of the restructuring plan.


AIRGATE PCS: Will Webcast Fiscal Q3 Conference Call on August 15
----------------------------------------------------------------
AirGate PCS, Inc. (OTCBB:PCSA), a PCS Affiliate of Sprint,
announced that its third quarter fiscal 2003 conference call is
scheduled to begin at 9:00 a.m. Eastern time on Friday, August 15,
2003.

The live broadcast of AirGate PCS' quarterly conference call will
be available on-line at http://www.airgatepcsa.comand
http://www.companyboardroom.com The on-line replay will follow
shortly after the call and continue through September 15, 2003. To
listen to the live call, please go to the Web site at least 15
minutes early to register, download, and install any necessary
audio software.

During this call AirGate PCS will review the Company's financial
and operating results for the third quarter ended June 30, 2003.

AirGate PCS, Inc., excluding its unrestricted subsidiary iPCS, is
the PCS Affiliate of Sprint with the exclusive right to sell
wireless mobility communications network products and services
under the Sprint brand in territories within three states located
in the Southeastern United States. The territories include over
7.1 million residents in key markets such as Charleston, Columbia,
and Greenville-Spartanburg, South Carolina; and Augusta and
Savannah, Georgia.

iPCS, Inc., a wholly owned unrestricted subsidiary of AirGate PCS,
Inc., is the PCS Affiliate of Sprint with the exclusive right to
sell wireless mobility communications network products and
services under the Sprint brand in 37 markets in Illinois,
Michigan, Iowa and eastern Nebraska. The territories include over
7.4 million residents in key markets such as Grand Rapids,
Michigan; Champaign-Urbana and Springfield, Illinois; and the Quad
Cities areas of Illinois and Iowa.

AirGate and iPCS are separate corporate entities that have
discrete and independent financing sources, debt obligations and
sources of revenue. As an unrestricted subsidiary, iPCS's lenders,
noteholders and creditors do not have a lien or encumbrance on
assets of AirGate. Further, AirGate generally cannot provide
capital or other financial support to iPCS. iPCS has filed a
Chapter 11 petition under the federal bankruptcy laws for the
purpose of effecting a court-ordered reorganization.

At March 31, 2003, Airgate PCS Inc.'s balance sheet shows a total
shareholders' equity deficit of about $361 million.


ALASKA COMMS: Reports Improved Q2 Results After Asset Sale Gain
---------------------------------------------------------------
Alaska Communications Systems Group, Inc., (Nasdaq:ALSK) reported
financial results for the second quarter ended June 30, 2003.

Revenues for the second quarter of 2003 increased sequentially to
$84.8 million and EBITDA was $29.0 million. This compared to
revenues of $92.9 million and EBITDA of $35.9 million for the
second quarter of 2002, which included $11.1 million of access
revenue as a result of a favorable court ruling related to a
dispute. ACS reported net income of $92.7 million for the second
quarter of 2003, compared to net income of $3.6 million for the
same period in 2002. During the second quarter of 2003, the
Company recorded a gain related to the sale of a majority interest
in its directories business of approximately $97.6 million.

On May 8, 2003, ACS announced the successful completion of the
initial public offering of its directories business. Adjusted for
the sale of the directory business, pro forma second quarter
revenues were $81.4 million and EBITDA was $27.6 million. This
represents a $5.2 million sequential increase in revenues and a
$1.8 million increase in EBITDA over the preceding quarter on a
pro forma basis.

The Company also announced that the Anchorage Assembly unanimously
approved ACS' ten-year $10.4 million proposal to upgrade and
manage the city's existing 911 system. The upgrade will include
improved network services, improved address and location data,
better work stations for dispatchers and enhanced map display
equipment for the Anchorage Police Department and the Anchorage
Fire Department.

"The second quarter generated strong improvements in our operating
and financial results for the Company," commented Chuck Robinson,
Chairman and CEO of ACS. "The successful IPO of our directories
business enabled us to pay off over $112 million in debt and
increase our cash by over $31 million. Moving forward, we will
capitalize on this improved financial position to invest in
selected strategic initiatives, like our new innovative service
bundling programs introduced this quarter and our advanced CDMA 1X
network, offering exciting new customer features and improved
coverage rolling out in the second half of the year. We believe
these programs will allow us to continue to serve Alaska as the
premier telecommunications company offering the most integrated
spectrum of services to both consumers and businesses throughout
the State."

"We are pleased with the sequential increase in revenue in the
second quarter at each of our business units," commented Kevin P.
Hemenway, Senior Vice President and CFO of ACS. "Most noteworthy
was an exceptional performance by our wireless business, with
strong revenues, EBITDA, and increasing MOU. Additionally, our
local telephone business continued to benefit from the aggressive
restructuring program we undertook a year ago, as EBITDA margins
were 50.2% for the period. While we continued to experience
traditional access line losses as a result of the unbalanced
regulatory environment and an erosion of the total number of
access lines in the market, this loss of traditional access lines
was partially offset by the increase of approximately 6,300 in
enterprise telephone lines associated with the State of Alaska. In
addition, we made meaningful progress in the operation of the
State contract during the quarter as we completed the inventory of
units served for the State, resulting in approximately $1.5
million in out-of-quarter revenue and $1.6 million in out-of-
quarter costs. The bulk of this labor intensive effort to properly
account for the State's services for which we can bill is now
substantially complete, and we expect to see gradual sequential
improvement to EBITDA margins in this segment moving forward,
while continuing to address the transformation of the State's
network to our advanced IP platform."

"During the quarter, we paid off $112.8 million in debt,
successfully managed our capital expenditures and, as a result,
entered the third quarter with $64.7 million in cash and an
available $75 million line of credit," added Mr. Hemenway.
"Additionally, we retain an ownership interest in the directories
business currently valued in the market at over $18 million. The
successful spin-off of our directories business enabled us to
improve our credit profile as our net leverage ratio declined to
4.1x and our interest coverage ratio increased to 2.4x, on a pro
forma basis after giving effect to the transaction. With the
company's improved credit profile, we are currently exploring
opportunities to raise additional capital to support the future
growth of the business and to refinance our senior secured credit
facilities with some combination of new senior and senior secured
indebtedness."

                             Quarter Summary

-- Local telephone revenues for the second quarter were up both on
    a sequential basis and on a normalized basis year-over-year.
    Due to the effect of the Company's aggressive cost reduction
    program, local telephone EBITDA margins increased to 50.2% from
    49.1% for the same period last year.

Access lines ended at 339,397 including 21,169 enterprise
telephone lines resulting from the State of Alaska contract.
Traditional access lines ended the quarter at 318,228, a
sequential decrease of 2,319 as the Company was impacted by the
erosion in its access line base from competitive bypass and the
elimination of second lines as customers move to broadband and
wireless solutions. During the quarter the company launched
several new service bundles aimed at winning back local telephone
customers, which ACS expects to have an impact on traditional
access lines in the third quarter and going forward.

Local network service revenues were consistent year-over-year.

Excluding the $11.1 million settlement, access revenues were up 5%
compared to the previous year.

Deregulated and other revenues were up $0.8 million from last year
as both rents and billing and collection revenues increased.

-- Cellular revenues grew by an impressive 7.0% from the prior
    year period and the Company added almost 1,800 subscribers.
    ARPU (Average Revenue per Unit) improved by $1.94 to $48.24 and
    MOU (Minutes of Use) increased by 19.9% from the same period
    last year.

-- Directory business. On May 8th, 2003, ACS announced the
    completion of the initial public offering of its directories
    business through a Canadian income trust fund. The offering
    raised net proceeds of $142.2 million for ACS. The Company's
    retained 12.58% interest carried a market valuation of $18.4
    million as of June 30, 2003. Prior to the closing of the IPO,
    Directory contributed $3.4 million in revenues and $1.6 million
    in EBITDA during the quarter.

-- Internet revenues were up significantly on both a sequential
    and year-over-year basis. This reflects the success of the
    Company's DSL rollout and increased revenues from the Company's
    State of Alaska contract, including $1.5 million in retroactive
    revenue recorded during the second quarter. ACS ended the
    quarter with over 14,800 DSL subscribers, an increase of
    approximately 900 subscribers on a sequential basis.

-- Interexchange revenues were up sequentially from the preceding
    quarter and EBITDA margins improved. During the quarter, the
    Company completed the grooming of its database to remove
    inactive subscribers, leading to a sequential decrease of
    approximately 13,400 subscribers.

-- Operating expenses for the quarter, before depreciation and
    amortization and the gain on disposal of assets, were flat with
    the prior year period but grew by $1.9 million on a sequential
    basis due to the positive increase in sales and higher costs of
    sales and expenses related to the Company's State of Alaska
    contract.

Alaska Communications Systems (S&P, BB- Corporate Credit Rating,
Negative) is the leading integrated communications provider in
Alaska, offering local telephone service, wireless, long distance,
data, and Internet services to business and residential customers
throughout Alaska. ACS currently serves approximately 318,000
access lines, 83,000 cellular customers, 44,000 long distance
customers and 45,000 Internet customers throughout the State. More
information can be found on the Company's Web site at
http://www.alsk.com


ALLIED WASTE: Inks Pact to Convert $1BB of 6.5% Preferred Shares
----------------------------------------------------------------
Allied Waste Industries, Inc. (NYSE: AW) has reached an agreement
with the holders of its $1 billion face amount 6-1/2% Series A
Senior Convertible Preferred Stock (which will have an accreted
value of approximately $1.295 billion at July 31, 2003) to
exchange all of their shares of Series A Preferred Stock for
shares of Allied Waste common stock.

Valuing the Series A Preferred Stock at the accreted value and
using an approximation of the average closing price of Allied
Waste shares for the 20 trading days prior to July 31, 2003, the
Company expects to issue 110.5 million shares of common stock to
the holders of the Series A Preferred Stock, effectively valuing
the securities at market. The Transaction was approved by a
committee of independent directors of the Company's Board of
Directors, which is comprised entirely of Directors not affiliated
with the holders of the Series A Preferred Stock, and was approved
by the full Board of Directors.

The Transaction is subject to certain approvals, including
approval by Allied Waste shareholders. The Company expects to file
a proxy statement with the Securities and Exchange Commission and
to schedule a special meeting of shareholders as soon as
practicable. The holders of the Series A Preferred Stock, which
include Apollo Advisors, The Blackstone Group, DLJ Merchant
Banking Partners and Greenwich Street Capital Partners, and their
respective affiliates, have agreed to vote in favor of the
Transaction. Under the terms of the agreement, the holders will be
restricted from selling the shares of common stock they receive in
the Transaction for one year subsequent to the closing. The
existing shareholder agreement between the holders of the Series A
Preferred Stock and the Company will remain in place with
essentially no changes.

"This Transaction represents another important step in improving
Allied Waste's balance sheet and accelerating the Company's
progression toward investment grade attributes," said Tom Van
Weelden, Chairman and CEO of Allied Waste. "In addition to the
capital markets transactions we completed in April, we believe
this Transaction will enhance our ability to align the cost of our
capital structure with improving credit characteristics over time.
The holders of the Series A Preferred Stock have been important
supporters of Allied Waste for more than four years, and their
conversion to common shareholders also serves as a strong vote of
confidence in the Company's prospects."

"The Transaction underscores our commitment to reduce the
Company's leverage and deliver value to all of our owners," said
Pete Hathaway, Executive Vice President and CFO of Allied Waste.
"As a result of the Transaction, we will save more than $500
million that would have been incurred over the life of the
security by eliminating the dividend and reducing future interest
payments. These savings will be applied to debt reduction."

"Apollo and Blackstone fully support this exchange. We believe
this will help simplify the Company's capital structure by
removing the dividend and liquidation preference of the preferred
stock as obligations of the Company," said Leon D. Black, founder
and senior partner of Apollo and Stephen A. Schwarzman, President
and CEO of The Blackstone Group. "Our confidence in the Company's
prospects and its management makes us comfortable increasing our
common stock exposure as the combination of operating leverage and
prudent financial leverage benefit the Company in an economic
recovery."

Apollo Advisors, The Blackstone Group, DLJ Merchant Banking
Partners and Greenwich Street Capital Partners, and their
respective affiliates purchased the $1 billion of Senior A
Preferred Stock in 1999 in conjunction with Allied Waste's
acquisition of Browning-Ferris Industries, Inc.

Goldman, Sachs & Co. advised the committee of independent
directors of the Board of Directors and UBS Warburg LLC advised
the management of Allied Waste in connection with this
transaction.

Allied Waste Industries, Inc., a leading waste services company,
provides collection, recycling and disposal services to
residential, commercial and industrial customers in the United
States. As of June 30, 2003, the Company operated 333 collection
companies, 171 transfer stations, 171 active landfills and 64
recycling facilities in 39 states.

As previously reported, Allied Waste Industries, Inc.'s $450
million of 7-7/8% senior notes due 2013 were rated BB-, Ba3 and
BB- by Standard & Poor's, Moody's and Fitch, respectively.


AMERCO: Gets Clearance to Hire Ordinary Course Professionals
------------------------------------------------------------
AMERCO, pursuant to Sections 105(a), 327 and 331 of the Bankruptcy
Code, sought and obtained the Court's authority to retain
professionals it utilized in the ordinary course of business and
to compensate these professionals for postpetition services
without the need for additional Court approval, subject to certain
limitations.

AMERCO will pay, without formal Court application, 100% of the
interim fees and disbursements to each Ordinary Course
Professional upon submission to AMERCO of an appropriate invoice.
However, the interim fees and disbursements per Ordinary Course
Professional should not exceed a total of $50,000 per month
throughout this Chapter 11 case.

To the extent that the requested payments exceed $50,000 per
month, AMERCO will file a request for payment subject to Court
approval pursuant to Sections 330 and 331 of the Bankruptcy Code.

Furthermore, AMERCO, every 120 days or at other Court-ordered
interval, will file a statement with the Court and serve this
Statement to the U.S. Trustee, and any official committee that
include these information:

      (a) the name of the Ordinary Course Professional;

      (b) the aggregate amount paid as compensation for services
          rendered and reimbursement of expenses incurred during
          the previous 120 days; and

      (c) a general description of the services rendered by the
          Ordinary Course Professional. (AMERCO Bankruptcy News,
          Issue No. 3; Bankruptcy Creditors' Service, Inc.,
          609/392-0900)


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

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

"Lower distribution costs plus broader availability of our fares
to the largest subscriber base means Sabre DCA is a real winner
for American," said Craig Kreeger, American's vice president-
Sales. "Innovative solutions for today's marketplace make Sabre
our preferred GDS provider."

In the Sabre GDS, airlines sign a participating carrier agreement
enabling them to choose from one of several optional levels of
connectivity to the system. DCA is the highest level and provides
airlines with a wide range of services to market and sell their
flight and fare information through the travel network of more
than 56,000 travel agency locations worldwide. The DCA Three Year-
Option extends the term of current 30-day agreements with airlines
to three years at a fixed booking fee rate. The program now
includes bookings made in the U.S., U.S. Virgin Islands,
Caribbean, and Europe.

"The Sabre DCA Three Year Option is a win-win-win for all
parties," said John Stow, president of Sabre Travel Network.
"American Airlines lowers distribution costs, Sabre Travel Network
gains a three year commitment from the airline, travel agencies
enhance customer service and travelers gain access to all American
fares through the channel of their choice. The Sabre GDS now
offers travelers an unmatched level of inventory through Sabre
Connected travel agents. No other GDS comes close to having the
level of product now available through our system."

                     The Program - How it Works:

-- Participating airlines commit to the highest level of
    participation in the Sabre GDS (DCA level) for three years.

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

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

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

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

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

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

American Airlines is the world's largest carrier. American,
American Eagle and the AmericanConnection regional carriers serve
nearly 275 cities in 50 countries and territories with
approximately 4,300 daily flights. The combined network fleet
numbers more than 1,100 aircraft. American Airlines is a founding
member of the oneworld Alliance.

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


AMERICAN WAGERING: Tapping Gordon & Silver as Bankruptcy Counsel
----------------------------------------------------------------
American Wagering, Inc., wants the U.S. Bankruptcy Court for the
District of Nevada to approve its application to employ Gordon &
Silver, Ltd., as its reorganization counsel.

Members of Gordon & Silver have emphasizing insolvency and
reorganization matters and have been actively involved in many of
the largest bankruptcy cases filed in this District within the
last several years.

The Debtor assures the Court that Gordon & Silver is familiar with
the bankruptcy practice and is well qualified to act in the
capacity as attorneys for the Debtors.  Gordon & Silver will:

      i) prepare schedules, statements, applications and reports
         for which the services of an attorney are necessary;

     ii) advise Debtor of its rights and obligations and its
         performance of its duties during the administration of
         these cases;

    iii) assist Debtor in formulating a plan of reorganization
         and disclosure statement and obtain approval and
         confirmation thereof;

     iv) represent Debtor in all proceedings before this Court or
         other courts with jurisdiction over these cases; and

      v) represent Debtor in a proposed sale of substantially all
         its assets.

The Debtor will compensate Gordon & Silver in their current hourly
rates, which range from:

           paraprofessionals      $110 per hour
           associates             $120 to $285 per hour
           shareholders           $290 to $450 per hour

Gerald M. Gordon, Esq., will the engagement team and he agrees to
be compensated at his current hourly rate of $450 per hour.

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.


ANC RENTAL: Lehman Seeks Nod to File Cerberus Pacts Under Seal
--------------------------------------------------------------
Lehman Brothers Inc. asks the Court to permit it to file two
Letter Agreements with Cerberus Capital Management, L.P. under
seal and to establish confidentiality requirements.

Section 107(b) of the Bankruptcy Code provides that court records
may be filed under seal to protect an entity's trade secrets or
confidential research, development, commercial information, or to
protect a person from scandalous or defamatory matters.

William P. Bowden, Esq., at Ashby & Geddes, in Wilmington,
Delaware, asserts that the Letter Agreements contain certain
highly confidential commercial information, qualifying it for
appropriate protection under Section 107(b).

Thus, Mr. Bowden contends, only the ANC Rental Corp. Debtors and
the Official Committee of Unsecured Creditors should be entitled
to receive a copy of the Letter Agreements, provided they agree to
the terms of a non-disclosure agreement.

Mr. Bowden notes that substantially all the assets of the Debtors
will be sold to Cerberus or its designee subject to higher and
better bids for a purchase price consisting of $230,000,000 in
cash, subject to certain potentially material adjustments, and
the assumption of the Debtors' obligations on their postpetition
financing, their surety bond program with Liberty Mutual
Insurance and substantially all their postpetition operating
liabilities.

Lehman and Cerberus disclosed their transactions with each other
in connection with the proposed acquisition of the Debtors'
assets.  This Disclosure informs the Court and all parties-in-
interest substantially all the material terms of three letter
agreements between the parties.  One document is an agreement
that gives Cerberus the right to acquire 50% of Lehman's allowed
secured claim.  The other two agreements are the Letter
Agreements, consisting of two engagement letters for Lehman to
render investment-banking services to Cerberus post-closing if
Cerberus acquires the Debtors' assets.  These engagement letters
contain the terms by which Cerberus would compensate Lehman for
those services, which terms were intensively negotiated between
Cerberus and Lehman.  The terms are substantially disclosed in
the Disclosure with the sole exception of the prices to be
charged by Lehman for the various services.  This pricing
constitutes confidential information to Lehman and is entitled to
the protection of Section 107(b).

As a general rule, all papers filed with the court are public
record and open to examination free of charge at any reasonable
time.  However, Section 107(b) provides that the Court will "(1)
protect an entity with respect to a trade secret or confidential
research, development, or commercial informational or (2) protect
a person with respect to scandalous or defamatory matter
contained in a paper filed in a case under this title."

Once a document is submitted to the Court, it becomes a judicial
record and the public has a common law right to inspect and copy
any records.  Unless one of the exceptions in Section 107(b)
applies, it is presumed that the public has the right to this
information.  But this presumption is not absolute.

Every court has supervisory power over its own records and files,
and a court can deny access to certain records and files where
the court files may become a vehicle for improper purposes.
Examples of a court limiting access include where records contain
confidential business information or could be used to promote
public scandal.

As a result of the mandatory language of Section 107(b), if the
information in question fits any of the specified categories, the
Court is required to protect a requesting interested party and
has no discretion to deny the application.  The discretion lies
not in whether a court may protect an interested party, but in
whether the matter complained of falls within the exception and
in what type of protective remedy is necessary under the facts of
each case.

Mr. Bowden asserts that the Letter Agreements contain highly
confidential business information that meets the requirements of
Section 107(b).  To prevail under Section 107(b), Lehman must
show that it is an interested party and that the information
meets the requirements of Section 107(b).  In analyzing this
issue, the Court must decide whether the disclosure of the
information contained in the Letter Agreements is commercial
information, the disclosure of which could subject Lehman to
harm.

According to Mr. Bowden, commercial information is information,
which would cause "an unfair advantage to competitors by
providing them with information as to the commercial operations
of the debtor."  The Letter Agreements contain the prices at
which Lehman may render services to Cerberus.  If disclosed, this
information may give other persons who seek to use Lehman's
services an unfair negotiating advantage against Lehman and would
also give Lehman's investment banking competitors an unfair
advantage when competing with Lehman for business.
(ANC Rental Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ANDERSON SAND: Icoworks Unit to Conduct Co.'s Equipment Auction
---------------------------------------------------------------
Icoworks, Inc. (OTCBB:ICOW) and (FRANKFURT:ICOW.F) announced that
Icoworks Inc.'s subsidiary, Icoworks Services Ltd., will be
conducting a one-day, unreserved, live and online auction to
liquidate the equipment from Anderson Sand and Gravel Ltd. with
previewing on Monday, August 25th from 9:00 A.M. to 5:00 P.M. MST.
Assets featured at the sale will include: crushing equipment,
wheel loaders, crawler tractors, hydraulic excavators, 11 dump
trucks, trailers, pick-ups, SUV's, screens and conveyors, shop
equipment, pumps, and office equipment. To preview these and other
assets to be auctioned, please visit http://www.icoworks.comfor a
catalogue and location and time details.

"As part of our value-added services, the Icoworks' team has done
an excellent job of getting this equipment ready for sale in a
very short period of time. We are pleased to be working with the
receiver, PricewaterhouseCoopers Ltd., to quickly and effectively
liquidate this equipment to maximize the returns for the
creditors," stated Mr. Graham Douglas, President of Icoworks
Holdings.

As part of Icoworks' continued strategy to maximize auction item
values and increase exposure, interested bidders will be able to
bid in person or online through Icoworks' live Internet auction
partner, BidSpotter, Inc. BidSpotter has been involved in the
setup, implementation, administration and reconciliation of
consumer, industrial and real estate auctions around the world. To
date, BidSpotter.com has provided webcast services to over 100
auction houses, has completed more than 400 successful live
Internet auction webcasts and represents thousands of bidders from
87 different countries and every state in the USA.

Icoworks Inc. has acquired a 56% interest in Icoworks Holdings
Inc. -- http://www.icoworks.com-- an integrated
commercial/Industrial Auction company. In November of 2002
Icoworks Inc. announced its intent to merge with Icoworks
Holdings. Icoworks Inc. plans to acquire the remaining 44%
interest in Icoworks Holdings by issuing two shares of its common
stock for each remaining share of Icoworks Holdings. The Icoworks
merger remains subject to approval by the shareholders. The
shareholder meeting will be held once requisite regulatory
documents have been prepared and filed.

Icoworks, through its subsidiaries, offers a complete array of
industrial, oilfield and commercial appraisal, liquidation and
auction services. Every Icoworks auction or liquidation benefits
from many years of experience in the industry, and a corresponding
network of almost 200,000 proven purchasers. Icoworks Holdings has
a 25-year history of profitability, qualified experienced
management, excellent industry contacts, and a high-quality
reputation for finding qualified buyers for their sellers.


APPLICA INC: Second Quarter Net Loss Stays Flat at $2.8 Million
---------------------------------------------------------------
Applica Incorporated (NYSE: APN) announced that second-quarter
sales for 2003 were $136.8 million, a decrease of 18.6% from the
second quarter of 2002. For the first six months of 2003, net
sales declined 17.0% to $258.1 million. The decreases were largely
the result of lower sales to key retailers and planned lower
contract manufacturing sales.

Applica reported a net loss for the 2003 second quarter of $2.8
million, compared with a loss of $2.1 million for the 2002 second
quarter. The second-quarter 2003 earnings included $1.5 million of
equity in the net earnings of a joint venture in which Applica
owns a 50% interest. For the first half of 2003, Applica reported
net income of $16.8 million as compared to a loss of $84.1 million
for the same period last year. The 2003 first-half earnings
included $39.0 million of equity in the net earnings of a joint
venture. The equity in net earnings resulted primarily from an
unrealized gain in the fair value of an investment held by the
joint venture.

Harry D. Schulman, Applica's President and Chief Executive
Officer, commented, "In July, our joint venture company, Anasazi
Partners, sold its equity interest in ZonePerfect Nutrition
Company. ZonePerfect markets and sells a leading brand of
nutrition bars, as well as other nutrition products. We expect the
related cash distribution to Applica to occur before the end of
the third quarter."

Applica's gross profit margin was 28.7% in the second quarter as
compared to 31.8% in the second quarter of 2002. The decrease is
primarily attributable to higher plastic resin prices and
unabsorbed overhead related to lower production levels. The gross
margin for the first half of 2003 was 30.0% as compared to 30.5%
in the first half of 2002.

Mr. Schulman continued, "As we previously announced, [Thurs]day we
repurchased $30 million of our 10% notes. We intend to purchase up
to an additional $40 million in the fourth quarter using the cash
distribution we will receive from our joint venture investment."

EBITDA was $5.0 million for the 2003 second quarter and $10.8
million for the first half. EBITDA represents a non-GAAP
(generally accepted accounting principles) financial measure.

At June 30, 2003, total debt as a percentage of total
capitalization was 43.8%, with total debt of $184.7 million and
shareholders' equity of $237.4 million. The Company's book value
per share was $10.09 at June 30, 2003. Capital expenditures for
the first six months ended June 30, 2003 and 2002, were $7.6
million and $8.5 million, respectively.

Applica Incorporated and its subsidiaries are manufacturers,
marketers and distributors of a broad range of branded and
private-label small electric consumer goods. The Company
manufactures and distributes small household appliances, pest
control products, home environment products, pet care products and
professional personal care products. Applica markets products
under licensed brand names, such as Black & Decker(R), its own
brand names, such as Windmere(R), LitterMaid(R) and Applica(TM),
and other private-label brand names. Applica's customers include
mass merchandisers, specialty retailers and appliance distributors
primarily in North America, Latin America and the Caribbean. The
Company operates manufacturing facilities in China and Mexico.
Applica also manufactures products for other consumer products
companies. Additional information regarding the Company is
available at http://www.applicainc.com

As previously reported in Troubled Company Reporter, Standard &
Poor's raised its senior secured bank loan rating on Miami Lakes,
Florida-based Applica Inc.'s $205 million revolving credit
facility due December 2005 to double-'B'-minus from single-'B'-
plus.

At the same time, Standard & Poor's affirmed its single-'B'-plus
corporate credit rating on the small appliance manufacturer and
marketer. The outlook is stable.


ASIA GLOBAL CROSSING: Trustee Wants to Hire G.E.M. as Custodian
---------------------------------------------------------------
Pursuant to Section 327(a) of the Bankruptcy Code and Rule 2014
of the Federal Rules of Bankruptcy Procedure, Robert L. Geltzer,
Asia Global Crossing Ltd.'s Chapter 7 Trustee, sought and obtained
the Court's authority to employ G.E.M. Auction Corp. as his
custodian effective June 18, 2003.

Mr. Geltzer says that G.E.M. has assisted in various custodian
duties in the past, including securing premises, changing locks,
providing security, inventorying assets, transporting documents
and storing them safely.

Specifically, G.E.M. will:

     (i) assist the Trustee in garnering, securing, safeguarding,
         packing, transporting and storing any and all books and
         records of the Debtors;

    (ii) determine the value of any and all furniture, fixtures
         and equipment located on the Debtors' premises and make
         recommendations to the Trustee as to disposition of same;
         and

   (iii) secure the Debtors' premises by changing the locks, and,
         at the Trustee's request, retain security guards to
         oversee the premises during the period the accountants
         are reviewing the books and records.

According to Robert Moneypenney, CEO of G.E.M. Auction Corp.,
G.E.M. does not hold or represent any interest adverse to any
interest of the Trustee, the Debtors or their creditors with
respect to the matters it will be engaged.  Hence, G.E.M. is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.  Moreover, G.E.M. is not a creditor of the
Debtors and has no relevant connection with any parties-in-
interest or their attorneys.

Upon preliminary investigation, the Debtors' estate possesses
little in terms of valuable assets, which will be sold.  Thus,
Mr. Geltzer is confident that G.E.M.'s existing $200,000 bond
with the Clerk of Court constitutes sufficient protection.

Mr. Moneypenney tells the Court that G.E.M. will charge $200 per
hour for the services to be provided.  Moreover, G.E.M. will seek
reimbursement for their out-of-pocket expenses. (Global Crossing
Bankruptcy News, Issue No. 44; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


BELL CANADA: June Working Capital Deficit Tops $919 Million
-----------------------------------------------------------
For the second quarter of 2003, BCE Inc. (TSX, NYSE: BCE) reported
earnings per share of $0.50 (total earnings applicable to common
shares of $461 million), compared to $0.01 per common share (total
earnings applicable to common shares of $6 million) last year.
Second quarter 2002 earnings per share included net charges of
$0.48.

Total revenue was $4.9 billion and EBITDA(1) was $1.9 billion,
essentially flat over last year. Excluding the impacts of the sale
of Bell Canada's directories business on November 29, 2002, and
the May 30, 2002 CRTC Price Cap decision, BCE's total revenue
growth for the quarter was 2.8% and total EBITDA growth for the
quarter was 6.5%. Similarly, for the first half of the year,
revenue and EBITDA were up 3.7% and 7.0% respectively.

"During the quarter, we implemented a new business structure that
simplifies Bell Canada and sharpens our customer focus," said
Michael Sabia, President and CEO of Bell Canada Enterprises. "This
represented a significant initiative for the company, one that was
completed quickly while maintaining the highest levels of customer
service."

"Our consumer business continues to provide strong growth for the
company. We expanded our Cellular and PCS subscriber base by 13%,
increased our DSL High-Speed Internet subscriber base to 1.3
million, and grew Bell ExpressVu revenues by 23%."

"On the business side, however, our results reflect the impact of
an uncertain economic environment and soft demand from our
business customers, particularly our wholesale customers."

"Challenges on the regulatory and economic fronts aside, our
productivity improvement initiatives continue to drive solid
growth in EBITDA. At the same time, the tightening of our capital
expenditures helped achieve a $400 million turnaround in our cash
flow position. Given our strengthening financial position, we paid
down $1.5 billion in debt during the second quarter," concluded
Mr. Sabia.

     - Excluding the impacts of the sale of Bell Canada's
       directories business and the Price Cap decision, BCE's total
       revenue grew by 2.8% due to higher Wireless, DSL High-Speed
       Internet, and Satellite TV services revenues at Bell Canada,
       strong television advertising revenues at Bell Globemedia,
       and increased revenues from CGI, due mainly to its
       acquisition of Cognicase Inc.

     - Excluding the impacts of the sale of Bell Canada's
       directories business and the Price Cap decision, total
       EBITDA grew by 6.5% as a result of higher revenues and cost
       control initiatives. As a percentage of revenues, EBITDA
       margin was at 39.7% in the second quarter of 2003 compared
       to 38.3% for the same period last year.

     - Operating income (operating revenues less operating
       expenses, amortization expense, net benefits plan expense
       and restructuring and other charges) increased by $380
       million to $1.1 billion. Excluding the impacts of the sale
       of Bell Canada's directories business and the Price Cap
       decision, operating income increased by $490 million. This
       was due to increased EBITDA earned in the second quarter of
       2003 without the restructuring and other charges incurred in
       the prior year, partially offset by an increase in the net
       pension expense.

     - Earnings per share were $0.50 compared to $0.01 last year.
       Second quarter 2002 earnings per share included net losses
       of $393 million consisting of losses from discontinued
       operations and restructuring and other charges, partially
       offset by net gains on investments. Excluding these items,
       net earnings per share for the second quarter of 2002 were
       at $0.49. The increase of $0.01 per share reflected the net
       growth in operations.

     - Free cash flow of $332 million for the second quarter of
       2003 improved significantly from the negative $76 million
       for the same period last year. This resulted mainly from
       increased cash from operations and reduced capital
       expenditures.

     - BCE's net debt to capitalization ratio decreased from 48.8%
       at December 31, 2002 to 46.7% at June 30, 2003, reflecting
       free cash flow generation applied towards debt repayments.

     Outlook

BCE confirmed its annual financial guidance of $19.3 billion to
$20.0 billion for revenue, $7.4 billion to $7.8 billion for
EBITDA, and $1.85 to $1.95 for net earnings per share.

BCE is Canada's largest communications company. It has 25 million
customer connections through the wireline, wireless, data/Internet
and satellite services it provides, largely under the Bell brand.
BCE's media interests are held by Bell Globemedia, including CTV
and The Globe and Mail. As well, BCE has e-commerce capabilities
provided under the BCE Emergis brand. BCE shares are listed in
Canada, the United States and Europe.

At June 30, 2003, Bell Canada's balance sheet disclosed a working
capital deficit of about $919 million.


BIOTRANSPLANT INC: Court Okays Asset Purchase Pact with Miltenyi
----------------------------------------------------------------
BioTransplant, Inc. (OTC Bulletin Board: BTRNQ.OB) announced that
the United States Bankruptcy Court in Boston, Massachusetts has
approved the sale of its Eligix(TM) HDM Cell Separation System to
Miltenyi Biotec GmbH. The Company expects to consummate the
transaction within ten business days, subject to the satisfactory
completion of customary closing conditions by both parties.

In connection with the sale, Miltenyi will acquire all
intellectual property and physical assets associated with the
Eligix business in exchange for an upfront payment of $450,000 and
royalties of 4-10% of future sales. The Eligix(TM) HDM Cell
Separation Systems use monoclonal antibodies to remove unwanted
cells from bone marrow, peripheral blood stem cell and donor
leukocyte grafts used in transplant procedures.

As previously announced on February 27, 2003, BioTransplant and
Eligix, Inc., its wholly-owned subsidiary, filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code in
the United States Bankruptcy Court in Boston Massachusetts.

BioTransplant Incorporated, a Delaware corporation located in
Medford, Massachusetts, is a life science company whose primary
assets are intellectual property rights that it has exclusively
licensed to third parties. On February 27, 2003, the Company and
Eligix, Inc., its wholly-owned subsidiary, filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code in
the United States Bankruptcy Court in Boston Massachusetts. The
Company has exclusively licensed Siplizumab (MEDI-507), a
monoclonal antibody product, to MedImmune, Inc. The Company's
assets also include the AlloMune System technologies, which are
intended to treat a variety of hematologic malignancies and
improve outcomes for solid organ transplants, and the Eligix HDM
Cell Separation Systems, which use monoclonal antibodies to remove
unwanted cells from bone marrow, peripheral blood stem cell and
donor leukocyte grafts used in transplant procedures.
BioTransplant also has an interest in Immerge BioTherapeutics,
Inc., a joint venture with Novartis, to further develop both
companies' individual technology bases in xenotransplantation.


BUCKEYE: Posts $5MM Net Loss After $5MM Asset Impairment Charges
----------------------------------------------------------------
Buckeye Technologies Inc. (NYSE:BKI) incurred a loss of $5.2
million after tax (14 cents per share) in the quarter ended
June 30, 2003. The loss was due to a $5.4 million after tax
impairment of idle equipment, principally an uninstalled airlaid
machine acquired with the purchase of Walkisoft in 1999, and
severance payments to employees at the Lumberton plant whose
closure was previously announced.

Excluding the impairment and restructuring charges, the Company
achieved one cent earnings per share ($0.2 million after tax) in
April-June 2003. This compares to a loss of seven cents per share
($2.6 million after tax) in the same period a year ago, which
excluded impairment and restructuring charges of $6.9 million
after tax.

During fiscal year 2003, the Company incurred a loss of $24.9
million after tax (67 cents per share), including impairment and
restructuring costs of $24.7 million after tax (also 67 cents per
share). This compares to a loss of $26 million after tax (74 cents
per share) in fiscal year 2002, which included a $19.1 million
after tax (54 cents per share) impairment and restructuring
charge.

Excluding impairment and restructuring charges, the Company's
results improved by 19 cents per share from a loss of $6.9 million
after tax in fiscal year 2002 (20 cents per share) to a loss of
$0.2 million after tax in fiscal year 2003 (one cent per share).

Net sales for the April-June quarter were $168 million, 5% above
the $160.1 million in the same quarter of the prior year. Net
sales for fiscal year 2003 were $641.1 million, 1% above the
$635.2 million achieved in the prior year.

Buckeye Chairman, David B. Ferraro, commented that, "April-June
was another challenging quarter. We have strengthened our
operations by increasing productivity and achieving numerous cost
reductions. Pricing and product mix of our specialty cellulose
business is improving, and we intend to reduce our fluff pulp
production substantially over the next several years. This shift
of a higher percentage of our products to specialty applications
will improve our results in fiscal year 2004 and beyond."

Mr. Ferraro went on to say, "Our focus remains on debt reduction.
During the year we just completed, we reduced our net debt by
$25.4 million (from $630.4 million to $605 million). As we go
forward, we plan to limit capital spending to $40 million in
fiscal year 2004 and apply our free cash flow to further debt
reduction."

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

                          *    *    *

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

                        Ratings Lowered

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


BURLINGTON: Court Approves WL Ross' $614-Million Bid for Assets
---------------------------------------------------------------
The Bankruptcy Court approved an amended acquisition proposal of
$614 million (subject to adjustment) from WL Ross & Co. LLC, as
the highest and best received from the auction conducted on
July 28, 2003. The agreement contemplates the sale of Burlington
Industries (OTC Bulletin Board: BRLG) to WL Ross & Co. LLC, with a
concurrent sale of Burlington's Lees carpet business to Mohawk
Industries, Inc. (NYSE: MHK)

The amended WL Ross acquisition agreement has been incorporated
into the Company's plan of reorganization. The related disclosure
statement is scheduled to be reviewed by the Court at a hearing in
late August. If approved, Burlington expects the plan to become
effective in October 2003.

With operations in the United States, Mexico and India and a
global manufacturing and product development network based in Hong
Kong, Burlington Industries is one of the world's most diversified
marketers and manufacturers of softgoods for apparel and interior
furnishings.


CALYPTE BIOMEDICAL: June 30 Net Capital Deficit Widens to $11MM
---------------------------------------------------------------
Calypte Biomedical Corporation (OTC Bulletin Board: CYPT), the
developer and marketer of the only two FDA approved HIV-1 antibody
tests for use with urine samples, announced financial results for
the second quarter and six-months ended June 30, 2003.

Revenues for the quarter totaled $749,000, versus revenues of $1.2
million for the comparable period in 2002 and $784,000 for the
previous quarter ended March 31, 2003. The net loss attributable
to common stockholders for the quarter was $8.0 million, compared
to a net loss of $5.0 million for the three months ended June 30,
2002. The net loss for the second quarter of 2003 and 2002
included $4.4 million and $3.1 million, respectively, in non-cash
charges that were primarily related to the grants of common stock
and options and warrants as compensation for services and non-cash
interest expense related primarily to the accounting for Calypte's
convertible debt financing instruments.

For the six months ended June 30, 2003, revenues totaled $1.5
million, versus revenues of $2.4 million for the same period last
year. The net loss attributable to common stockholders was $14.3
million, compared to a net loss of $5.6 million for the six months
ended June 30, 2002. The net loss for the six months ended
June 30, 2003 and 2002 included $8.3 million and $3.3 million,
respectively, in non-cash charges that were primarily related to
the grants of common stock and options and warrants as
compensation for services and non-cash interest expense related
primarily to the accounting for Calypte's convertible debt
financing instruments. In 2002, there were also $1.3 million in
credits related to a non-cash gain on settlement of debt.

"Calypte continues to move ahead as we aggressively execute our
business plan," stated Tony Cataldo, Calypte's Executive Chairman.
"This quarter was an eventful time for the Company. We have
recently announced an expanding distribution agreement in the
Middle East and named a second distributor serving the large
Chinese market. We appointed Dr. Richard George and Dr. Ron Mink
to head our Rapid HIV business. Also, the FDA authorized use of
our HIV-1 serum Western Blot as a supplemental test for existing
HIV rapid products and we named a new president and chief
operating officer to our management team."

Commenting on his tenure with Calypte since his appointment at the
beginning of June, Mr. Oyakawa, Calypte's President and Chief
Operating Officer stated, "My number one priority, to transition
this company into a sales and marketing mode, will become evident
in the next several months. I have personally met with all of our
larger US customers and, as part of restructuring our direct sales
force, will reorganize this effort to take advantage of our
partners' skills. We also have the potential for several
significant orders now that the federal government has given AIDS
the priority it deserves. Africa is a prime area where there is
both need and now, government funding. I expect our urine-based
rapid screening test to enter such international markets within
the next several months. My goal is to see Calypte become a
significant player in the global marketplace."

"Further," Mr. Oyakawa continued, "while we focus on adding new
business, we have already achieved significant reductions in our
burn rate of approximately $2 million per year annualized. This,
coupled with our capital financing as announced separately today,
will allow us to begin implementing the consolidation of our
manufacturing facilities in Rockville to further reduce overhead."

At June 30, 2003, Calypte's balance sheet shows a working capital
deficit of about $9 million, and a total shareholders' equity
deficit of about $11 million.

Calypte Biomedical Corporation, headquartered in Alameda,
California, is a public healthcare company dedicated to the
development and commercialization of urine-based diagnostic
products and services for Human Immunodeficiency Virus Type 1
(HIV-1), sexually transmitted diseases and other infectious
diseases. Calypte's tests include the screening EIA and
supplemental Western Blot tests, the only two FDA-approved HIV-1
antibody tests that can be used on urine samples, as well as an
FDA-approved serum HIV-1 antibody Western Blot test. The Company
believes that accurate, non-invasive urine-based testing methods
for HIV and other infectious diseases may make important
contributions to public health by helping to foster an environment
in which testing may be done safely, economically, and painlessly.


CENTURYTEL INC: June 30 Working Capital Deficit Widens to $237MM
----------------------------------------------------------------
CenturyTel, Inc. (NYSE: CTL) announces operating results for
second quarter 2003.

-- Revenues from continuing operations increased 34.5% from second
    quarter 2002 to $590.1 million.

-- Operating Cash Flow, defined as operating income plus
    depreciation and amortization, excluding nonrecurring items,
    rose to $305.2 million, an increase of 39.7%.

-- Net income, excluding nonrecurring items, grew 1.5% to $87.4
    million. Reported under GAAP, net income grew 10.9% to $87.4
    million from $78.8 million.

-- Diluted earnings per share, excluding nonrecurring items, were
    $.60 in both periods, while GAAP diluted earnings per share
    increased 9.1% to $.60 from $.55.

-- Free cash flow, excluding nonrecurring items, climbed to $109.6
    million from $60.5 million.

CenturyTel, Inc.'s June 30, 2003 balance sheet shows that its
total current liabilities outweighed its total current assets by
about $237 million.

"CenturyTel's results for the second quarter reflect continuing
demand for communications services in rural markets and smaller
cities where CenturyTel offers bundled services including local,
local distance and broadband," Glen F. Post, III, chairman and
chief executive officer, said. "Our 29.2% increase in revenues
from Other Operations primarily reflects the continued strong
growth in our long distance and Internet operations."

Consolidated revenues from continuing operations for the second
quarter rose 34.5% to $590.1 million from $438.7 million.
Operating cash flow from continuing operations, excluding
nonrecurring items, grew to $305.2 million from $218.5 million, a
39.7% increase. The Company achieved a consolidated cash flow
margin of 51.7% for the quarter. Income from continuing operations
for the quarter, excluding nonrecurring items, increased 79.0% to
$87.4 million from $48.8 million in second quarter 2002, primarily
due to contributions from the properties acquired from Verizon in
third quarter 2002. Diluted earnings per share from continuing
operations, excluding nonrecurring items, increased 76.5% to $.60
from $.34. Diluted earnings per share, excluding nonrecurring
items, were $.60 in both second quarter 2003 and 2002. The
wireless business sold by the Company in August 2002 contributed
$.26 to second quarter 2002 earnings per share, including $.05
related to discontinuation of depreciation on the assets held for
sale.

Telephone revenues for second quarter reached $515.0 million, a
35.3% increase over $380.5 million in second quarter 2002.
Increases in telephone revenues and telephone operating expenses
were primarily due to the Verizon acquisitions in third quarter
2002. In our legacy markets, growth in vertical services and
increased revenue from rate increases more than offset declines in
access and toll revenues. Telephone operating income, excluding
nonrecurring items, increased 46.2% to $173.6 million from $118.7
million, and telephone operating cash flow, excluding nonrecurring
items, rose 36.9% to $285.9 million from $208.9 million a year
ago. CenturyTel's second quarter 2003 telephone cash flow margin
was 55.5% while the operating income margin was 33.7%.

Other operations revenues grew 29.2% to $75.2 million during
second quarter 2003, compared with $58.2 million in second quarter
2002. CenturyTel's long distance revenues increased 25.4% to $43.2
million. CenturyTel now serves more than 720,000 long distance
customers and nearly 68,000 DSL customers, adding more than 30,800
and 7,300 customers, respectively, during the quarter. Internet
revenues increased 35.0% to $19.9 million in second quarter 2003
from $14.7 million in second quarter 2002. CenturyTel CLEC
revenues were $5.1 million for second quarter 2003.

"Through the first half of 2003, we generated free cash flow of
nearly $250 million. Our strong cash flow and solid balance sheet
provide us the flexibility to respond to opportunities and
challenges as they arise," Post said.

Under generally accepted accounting principles, the Company
reported a 10.9% increase in net income to $87.4 million and a
9.1% increase in diluted earnings per share reaching $.60 for
second quarter 2003, compared to $78.8 million and $.55 per
diluted share, respectively, in second quarter 2002. Net income in
second quarter 2002 included a nonrecurring $15 million pre-tax
($9.8 million after-tax) charge related to a reserve for
uncollectible revenues primarily from WorldCom and a nonrecurring
$2.4 million after-tax gain on the sale of a PCS license.

For the first six months of 2003, revenues from continuing
operations increased to $1.171 billion from $861.6 million for the
same period in 2002, a 35.9% increase. Operating cash flow from
continuing operations, excluding nonrecurring items, was $603.0
million for the first half of 2003 compared to $429.8 million a
year ago, a 40.3% increase. Income from continuing operations,
excluding nonrecurring items, increased 79.0% to $168.1 million
from $93.9 million in 2002.

For the third quarter 2003, CenturyTel expects total revenues of
$590 to $605 million and diluted earnings per share of $.55 to
$.60. For the full year 2003, diluted earnings per share is
expected to be in the range of $2.28 to $2.34, increased from our
previous guidance of $2.14 to $2.22. The increase in 2003 earnings
per share guidance is driven by the financial results for second
quarter exceeding our expectations, the anticipated impact of
stronger telephone revenues and lower total expenses than
originally forecast for second half 2003, and the contribution
from LightCore, which operates the fiber assets acquired from
Digital Teleport, Inc. in June 2003.

These outlook figures are presented on a GAAP basis, excluding
nonrecurring items and the potential impact of any future mergers,
acquisitions, divestitures or other similar business transactions.

CenturyTel, Inc. provides communications services including local,
long distance, Internet access and data services to more than 3
million customers in 22 states. The company, headquartered in
Monroe, Louisiana, is publicly traded on the New York Stock
Exchange under the symbol CTL, and is included in the S&P 500
Index. CenturyTel is the 8th largest local exchange telephone
company, based on access lines, in the United States. Visit
CenturyTel at http://www.centurytel.com


CHIPPAC INC: Red Ink Continued to Flow Second Quarter 2003
----------------------------------------------------------
ChipPAC, Inc. (Nasdaq: CHPC), one of the world's largest and most
diversified providers of semiconductor assembly and test services,
announced results for the second quarter ended June 30, 2003.

Revenue for the three months ended June 30, 2003, increased 10.1%
to $106.8 million, compared to $97.1 million in the same quarter a
year ago. This is an increase of 20.6% compared to the quarter
ended March 31, 2003, ahead of prior guidance of 10% to 15%
sequential growth. Net loss was $4.5 million compared to a net
loss of $7.1 million in the same quarter a year ago. Excluding the
write-off of debt issuance costs in both periods, the net loss in
the second quarter ended June 30, 2003 improved 20.8% from the
same period a year ago, from a loss per share of $(0.05) to
$(0.03) in the second quarter. Prior guidance for the three months
ended June 30, 2003 was for net loss to be in the range of $(0.02)
to $(0.05) per diluted share.

Dennis McKenna, Chairman and Chief Executive Officer of ChipPAC,
commented, "Our company was able to achieve 20.6% sequential
revenue growth during the second quarter despite weak demand from
our wireless handset customers, and constrained capacity for some
advanced packages. This revenue growth is a result of our
continued strategy of positioning ChipPAC across a broad base of
customers and electronic applications. Communications was one of
the bright spots in the quarter, with WLAN and high-density flash
memory using our industry leading stack technology. We also saw
strength in our computing segment, with strong demand in graphics
and chipsets for mobile, desktop and server applications."

McKenna continued, "At the same time, the outsourcing trend
continues to pick-up as companies look to maximize their return on
assets and gain access to advanced packaging and test
technologies. The latest example was Cirrus Logic, which announced
it was selling its test operation assets in Austin, Texas to
ChipPAC for installation in ChipPAC's China facility. This
transaction reinforces the importance of China and acknowledges
our number one position in this fast growing market."

Robert Krakauer, Chief Financial Officer of ChipPAC, said,
"Despite strong top line growth over this past quarter of more
than 20% sequentially, we continue to be challenged by higher
material costs and currency fluctuations. Average selling prices
were flat during the quarter versus the prior quarter. While we
continue to support the ramp in volume of new customer programs
into our manufacturing facilities in the second half of this year,
we are continuing to focus on improving efficiencies and
productivity to further reduce costs. Increased unit volume
improved capacity utilization to 68% during the quarter resulting
in operating leverage and improved gross margins. The overall unit
volume increase was 21%, led by a 33.4% increase in unit volume at
our China facility in the second quarter compared to the first
quarter 2003. This was a record unit and revenue level for us in
China. Finally, we were able to further strengthen our liquidity
position by completing a private offering of $150 million of
convertible subordinated notes and eliminating all short-term
debt. This has put ChipPAC's balance sheet in the best financial
position since our leveraged buyout in 1999. We are in a position
to make the necessary investments in our strategic initiatives and
in our customers."

                             Outlook

Krakauer continued, "We are targeting a return to profitability in
the fourth quarter. We will be completing the final phase of
product transfers, facilities consolidations and restructuring in
the third quarter to improve our productivity and efficiency going
forward. In Malaysia we have entered into an agreement to sell one
of our buildings in Kuala Lumpur, in a cash transaction that we
expect to be recorded in the third quarter. The transaction is
subject to customary closing conditions, including receipt of
governmental approvals and buyer due diligence rights, which we
believe will be met in the third quarter. As a result of these
activities, we will be able to improve efficiencies, productivity
and reduce our costs. We are currently finalizing the
rationalization of our asset base and together with a labor
restructuring, we expect to incur material special charges in the
third quarter."

McKenna concluded, "We believe some of the strength in the second
quarter was the result of wafer and assembly build rates in
advance of demand. As a result, we expect to see a slower start to
the third quarter, with improvements through the remainder of the
period. Overall, we are confident in our growth prospects for the
second half of the year based on new customer wins, market share
position at existing customers, increased outsourcing trends and
growth in our core markets. We also expect to see continued growth
in our stacked die technology, as feature rich phones require
these multi-die solutions. We see limited competition in this area
and we believe customers see us as a key means to ensure their
competitive position in the portable wireless market. In addition,
we have started to see significant production requirements for
flip chip interconnect packages. We expect flip chip revenue and
volume growth in the second half of the year to grow over 50% from
the first half. Importantly, our technology leadership and broad
product portfolio position ChipPAC to participate with a wider
customer base."

"Entering the third quarter, we expect revenue growth will be flat
to up 3% over the second quarter 2003 as inventory replenishments
from the second quarter will slow in the third quarter as demand
is met. This would be year over year revenue growth of 11% to 14%.
Overall, we expect the net loss for the third quarter to be in the
range of $(0.05) to $(0.08) per share, excluding special charges
and the potential gain on the sale of our Malaysia building. A key
assumption to our revenue and profitability in the third quarter
will be a more active build cycle of the communications segment,
namely, the wireless handset segment, which we expect will be
backend loaded in the quarter. The combination of improved
volumes, a more favorable product mix, and our continuing cost
reduction activities, should result in an improved profit outlook
for the fourth quarter."

ChipPAC Inc., is a full-portfolio provider of semiconductor
packaging design, assembly, test and distribution services. The
company combines a history of innovation and service with more
than a decade of experience satisfying some of the largest
customers in the industry. With advanced process technology
capabilities and a global manufacturing presence spanning Korea,
China, Malaysia and the United States, ChipPAC has a reputation
for providing dependable, high quality packaging solutions. For
more information, visit the company's Web site at www.chippac.com.

As reported in Troubled Company Reporter's July 21, 2003 edition,
Standard & Poor's Ratings Services raised its bank loan rating for
ChipPAC Inc. to 'BB-' from 'B+', reflecting a material reduction
in the company's bank facility following the repayment of the
remaining balance of the outstanding term loan. The bank facility
retains an unused $50 million revolving credit facility. At the
same time, Standard & Poor's affirmed ChipPAC's corporate credit
and other ratings. The outlook remains negative.


CHIQUITA BRANDS: Reports Improved Second Quarter Fin'l Results
--------------------------------------------------------------
Chiquita Brands International, Inc. (NYSE: CQB) reported second
quarter net income of $57 million, up from $48 million a year ago.

"In the face of tough competition and significant pricing pressure
in most markets, we are continuing to make steady progress against
the goals we outlined last year, including the completion of two
significant transactions in the second quarter," said Cyrus
Freidheim, chairman and chief executive officer. "In May, we
completed the sale of our vegetable canning business, which allows
us to focus firmly on the growth and profitability of our core
fresh produce business and strengthen our balance sheet by
reducing debt. In June, we completed the sale of our banana
division in Armuelles, Panama, which will help us drive better
performance through lower costs. In addition, we are pleased with
our market performance in North America, Europe and Asia."

                       FINANCIAL HIGHLIGHTS

- Net sales for the quarter were $840 million, up $397 million
   from the second quarter of 2002. The acquisition of Atlanta AG,
   a fresh produce distributor the company acquired in late March
   2003, accounted for $327 million of the increase. The remainder
   resulted from higher volume of bananas, increased sales of other
   fresh fruit and favorable European exchange rates.

- 2003 second quarter operating income from continuing operations
   was $60 million compared to $55 million pro forma in the year-
   ago period, adjusted for the change in cost accounting explained
   at the end of the release. (Historical second quarter 2002
   operating income, not adjusted for the accounting change, was
   $58 million.)

- 2003 second quarter operating income includes the following
   items: a $21 million gain from the previously announced sale of
   the company's banana operations in Armuelles, Panama; and $11
   million in charges, primarily related to restructuring at
   Atlanta, write-downs of joint ventures and severance, most of
   which are included in the company's cost of sales.

- 2003 second quarter operating income includes a $5 million
   balance sheet currency translation gain. 2002 second quarter
   income included an unusually large balance sheet translation
   gain of $20 million. The balance sheet translation results from
   the required revaluing of certain European assets -- primarily
   trade receivables from the sale of bananas -- at quarter-end
   euro/dollar exchange rates.

                     DISCONTINUED OPERATIONS

Net income for the second quarter of 2003 includes $9 million from
discontinued operations, while net income in the year-ago second
quarter included $2 million from discontinued operations.

Operating income for both 2003 and 2002 excludes earnings of the
following companies that have been sold: Castellini Group, a U.S.
wholesale distribution business sold in December 2002; Progressive
Produce Corp., a California packing and distribution company sold
in January 2003; and Chiquita Processed Foods, a vegetable canning
business sold in May 2003. Operating results of these companies
are included in discontinued operations in the financial
statements for all periods until sold. Discontinued operations for
the second quarter of 2003 also includes an $8 million gain on the
sale of CPF and a $3 million gain on the sale of a port operation
owned by Atlanta.

                           SEGMENT RESULTS

Fresh Produce

Fresh Produce second quarter operating income was $58 million,
compared to $54 million last year on a pro forma basis after
adjusting for the accounting change. (Historical fresh produce
operating income for the second quarter of 2002, not adjusted for
the accounting change, was $57 million.)

The improvements in 2003 operating results were primarily due to:

- $21 million gain on the sale of the Armuelles banana production
   division;

- $17 million from reduced production, advertising and personnel
   expenses;

- $4 million net benefit from fresh produce sales in Europe
   (comprised of $41 million from favorable European currency
   exchange rates, offset by $26 million in lower local pricing in
   Europe and $11 million in hedging costs); and

- $3 million from increased banana volume in Europe.

The favorable items above were partially offset by:

- $15 million effect of the lower balance sheet currency
   translation gain in 2003;

- $11 million in restructuring costs associated with Atlanta,
   write-downs of certain joint ventures, and severance related to
   company cost reduction programs;

- $10 million of higher costs associated with purchased fruit,
   fuel and paper; and

- $5 million adverse effect from lower pricing in North America.

On a U.S. dollar basis, banana prices in the company's core
European markets (EU-15 countries, Norway and Switzerland) rose 12
percent in the quarter due to a stronger euro. At the same time,
the volume of bananas the company sold in core Europe rose 10
percent because Chiquita increased sales of its premium-label
fruit and second-label fruit by approximately the same amount
each, after winning new business. On a local currency basis,
average banana prices in the company's core European markets fell
10 percent, as a result of the stronger euro and as discount
retailers continued to make headway in Germany and the United
Kingdom.

Banana prices in North America fell 4 percent in the quarter from
the strong level a year ago when a flood in Costa Rica and a
strike in Honduras diminished industry supply, raising the spot-
market price. The volume of bananas the company sold in North
America was flat in the quarter compared to a year ago.

On a U.S. dollar basis, banana prices in Asia, where the company
currently has a small presence, mainly in Japan, were flat
compared to a year ago. Local banana prices in Asia fell 7 percent
from strong 2002 levels when industry volume to Japan declined.
The volume of bananas the company sold in Asia during the quarter
rose 6 percent from a year ago, as Chiquita continued to increase
its business in the region.

On March 27, 2003, Chiquita purchased the remaining equity
interests of Atlanta, which had $1.3 billion of net sales in 2002.
Starting with the second quarter of 2003, Atlanta's results were
fully consolidated in Chiquita's financial statements. Atlanta's
operating loss for the quarter was $2 million, including $7
million of restructuring charges and a write-down of an
investment. In the 2002 second quarter, Atlanta was an investment
accounted for under the equity method, and its net income was
breakeven.

Processed Foods

On May 27, 2003, the company sold its vegetable canning business,
which comprised more than 90 percent of net sales in the Processed
Foods segment. The vegetable canning business is reported as a
discontinued operation in the financial tables accompanying this
release. Remaining operations in the Processed Foods segment
consist of processed fruit ingredient products, which are produced
in Latin America and sold in North America, Europe and the Far
East, and other consumer products, primarily edible oils sold
through a joint venture in Honduras. Net sales in the second
quarter of 2003 for these remaining operations were $12 million,
up from $9 million for these operations in 2002. Second quarter
operating income was approximately $2 million, up from $1 million
in 2002.

                     ARMUELLES, PANAMA DIVISION

As previously announced, on June 30, 2003, the company sold its
Puerto Armuelles Fruit Co. banana production division for $20
million to a worker cooperative led by members of the Armuelles
banana workers' union. In connection with this transaction, the
cooperative signed a 10-year contract to supply Chiquita with
fruit at market prices. Sales proceeds included $15 million in
cash financed by a Panamanian bank and $5 million from a loan
provided by Chiquita. This loan will be repaid to the company
through an agreed-upon discount to the price per box during the
initial years of the contract. As part of the transaction,
Chiquita paid $20 million in workers' severance and certain other
liabilities.

As a result of this sale and other productivity improvements taken
before the transaction was completed, the company expects its
costs related to Armuelles to be approximately $12 million lower
in 2003 than in 2002. The company expects annual savings from the
transaction to total approximately $15 million to $18 million by
the end of 2004 compared to 2002 costs.

In the second quarter, the company recognized a gain of $21
million from the sale of PAFCO assets and settlement of PAFCO
severance and other liabilities.

                          COST REDUCTIONS

During the fourth quarter of 2002, Chiquita initiated a series of
global performance-improvement programs to reduce costs over three
years. The company anticipated that its gross cost reductions
would be partially offset by implementation expenses, such as
severance, and possible cost increases affecting the industry. The
company announced targets for 2005, adjusted for the sale of its
canning division, of $110 million in gross annual cost reductions
and $70 million in net annual cost reductions, after potential
offsetting industry-wide cost increases but before implementation
expenses. The annual targets are presented in Exhibit B.

For 2003, the company now expects its gross cost reductions to
exceed the previously announced target of $40 million. In the
first six months of the year, the company realized $24 million of
actual cost savings, including productivity improvements at
Armuelles, Panama.

The company also previously announced that it expected 2003 gross
cost reductions to be largely offset by increased purchased fruit,
fuel and paper costs of $25 million. The company now expects
increased costs for purchased fruit, fuel and paper to total $27
million this year because of higher-than- forecasted fuel prices.
In addition, the company has previously announced that it expects
implementation expenses associated with its cost reduction
programs to total $10-15 million, excluding restructuring at
Atlanta AG.

                          ASSET SALES

In September 2002, the company set a goal to divest $100-150
million of non-core assets by the end of 2005. By June 30, 2003,
Chiquita had sold assets for proceeds totaling approximately $320
million, including $106 million in debt assumed by the buyers.

                             DEBT

In September 2002, the company set a goal of reducing total debt
to $400 million by the end of 2005. The change from $517 million
at Dec. 31, 2002, to $482 million at June 30, 2003, set forth in
Exhibit C, results primarily from:

- The sale in May of CPF, which had $81 million of debt at
   Dec. 31, 2002;

- $50 million in payments on debt;

- A new $65 million term loan in March to repay Atlanta AG's
   lenders;

- The purchase of a ship in January for $14 million; and

- $17 million primarily for seasonal working capital associated
   with other fresh fruit.

                        ACCOUNTING CHANGE

In the first quarter of 2003, the company changed its accounting
for certain tropical production and logistics expenses during
interim periods. Previously, the company used a standard costing
method, which allocates those costs evenly throughout the year
based on volume. The company has now adopted an actual costing
method, which recognizes the costs as incurred. This new method,
which the company's auditors, Ernst & Young, have approved as a
preferred method, has no effect on total-year costs or results.

Under the former accounting policy, $3 million of costs incurred
in the 2002 second quarter were deferred and fully expensed by
year-end. Had the new policy been in effect last year, the
company's net income for the second quarter of 2002 would have
decreased by $3 million to $45 million, or $1.12 per share, on a
pro forma basis. To assist investors in comparing year-to- year
quarterly results, the company has provided both historical 2002
numbers and 2002 numbers on a pro forma basis, adjusted as if the
new accounting policy had been in effect last year, in the
financial highlights above and in the tables at the end of the
release.

Chiquita Brands International is a leading international marketer,
producer and distributor of high-quality fresh and processed
foods. The company's Chiquita Fresh Group is one of the largest
banana producers in the world and a major supplier of bananas in
North America and Europe. The company also distributes and markets
a variety of other fresh fruits and vegetables and processed
foods. For more information, visit the company's Web site at
http://www.chiquita.com

As reported in the Troubled Company Reporter's April 22, 2003
edition, Standard & Poor's Ratings Services assigned its 'B-'
rating to Chiquita Brands' $250 million senior unsecured notes due
2009. Standard & Poor's also assigned its 'B' corporate credit
rating to Chiquita. The outlook is positive.

The senior unsecured notes were rated one notch below the
corporate credit rating, reflecting their junior position to the
large amount of secured debt and priority debt at the operating
subsidiaries.


CINCINNATI BELL: Elects Bruce L. Byrnes to Board of Directors
-------------------------------------------------------------
Cincinnati Bell Inc. (NYSE:CBB) elected Bruce L. Byrnes, (55) vice
chairman of the board and president of Global Beauty Care and
Global Health Care of Procter and Gamble, to the Company's Board
of Directors effective August 1, 2003.

"We are very pleased to have Bruce join our board of directors,"
stated Phil Cox, chairman of the board. "Procter and Gamble is a
great company with an enviable record of financial and commercial
success. Bruce's leadership in delivering innovation to build
consumer, customer and shareholder value make him an outstanding
addition to our board."

Byrnes holds a B.A. from Princeton University. Prior to becoming
vice chairman and president of Global Beauty and Global Health
Care in 2002, his career includes several key positions within
P&G, the most recent being president of global health care and
corporate new ventures.

In addition, Lawrence J. Bouman is resigning from the board of
directors effective August 1, 2003. Bouman joined the board in
2001 when the scope of the company became national. He will pursue
other board opportunities now that the company has returned to a
local focus.

"We thank Larry for his significant business contributions
including his valuable assistance throughout the company's
restructuring," said Phil Cox, Cincinnati Bell's chairman. "We owe
him a debt of gratitude for his service."

Cincinnati Bell is one of the nation's most respected and best
performing local exchange and wireless providers with a legacy of
unparalleled customer service excellence. The company was recently
ranked number one in customer satisfaction, for the third year in
a row, by J.D. Power and Associates for residential long distance
among mainstream users. Cincinnati Bell provides a wide range of
telecommunications products and services to residential and
business customers in Ohio, Kentucky and Indiana. Cincinnati Bell
is headquartered in Cincinnati, Ohio. For more information, visit
http://www.cincinnatibell.com

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

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


COASTAL BANCORP: Fitch Withdraws Pref. Rating after Redemption
--------------------------------------------------------------
Fitch Ratings is withdrawing its rating on Coastal Bancorp, Inc.'s
9.12% Series A Cumulative Preferred Stock Securities which are
being redeemed, in full, by CBSA.

                         Rating Withdrawn:

         -- Preferred Stock 'BB-'.


COGECO CABLE: Increases Internet Service Speed to 3.0 Mbps
----------------------------------------------------------
Cogeco Cable is further enhancing its Standard High Speed Internet
service by increasing its download speed by 50%, from 2.0 Mbps to
3.0 Mbps. This initiative ensures that Cogeco Cable will continue
to provide its subscribers with High Speed Internet that is up to
twice as fast as DSL high speed Internet by telephone that has
download speeds varying between 1.5 and 2.0 Mbps.

The new download speed will be operational in all areas served by
Cogeco Cable by July 31st without altering the present price
structure, while enabling customers to continue to benefit from
cable's ability to deliver the best Internet service available on
the market.

According to Ron Perrotta, Vice-President of Marketing and Sales
at Cogeco Cable, "The increased speed serves to highlight the
exceptional quality of our cable broadband network and the
strength of our research and development team-capabilities that
enable Cogeco Cable to maintain its leadership position on the
feature that consumers continue to rank as the most important -
speed."

"Our customers will enjoy even greater access to the limitless
learning and leisure opportunities awaiting them on the Internet.
We believe this is the ideal way to continue providing our
customers with high quality service and pursue future development
on a solid footing," added Mr. Perrotta.

Cogeco Cable is the second largest cable system operator in both
Ontario and Quebec and the fourth largest in Canada based on the
number of customers with basic service. As of May 31, 2003, Cogeco
Cable provided roughly 1,181,000 service units to the
approximately 1,389,000 cabled households located in the
territories it serves. Through its two-way broadband network,
Cogeco Cable provides its primarily residential customers with
analog and digital video service and high-speed Internet services.
Subordinate voting shares of Cogeco Cable are listed on the
Toronto Stock Exchange.

                         *     *     *

As previously reported in the Feb. 27, 2003, issue of the Troubled
Company Reporter, Standard & Poor's Ratings Services lowered its
ratings on cable operator Cogeco Cable Inc., due to relatively
weak credit measures that were not in line with the rating
category. The long-term corporate credit rating was lowered to
'BB+' from 'BBB-', and the ratings on the company's first-priority
senior secured debt were lowered to 'BBB-' from 'BBB'. The outlook
is stable.


CONGOLEUM CORP: Seeks Bondholders' Consent to Amend Indenture
-------------------------------------------------------------
Congoleum Corporation (AMEX:CGM) announced that as part of its
strategy to resolve its asbestos liabilities, it sought
bondholders' approval of certain amendments to the indenture
governing its 8-5/8% Senior Notes due 2008. These amendments
reflect the finalization of negotiations with representatives of
certain current and future asbestos personal injury claimants
regarding the expected principal economic terms of the Company's
anticipated pre-packaged Chapter 11 plan of reorganization and
address, among other things, the amount and terms of a note
Congoleum will contribute to a trust for the benefit of the
claimants. The amendments are intended to expressly provide
Congoleum with greater flexibility to pursue approval of its pre-
packaged plan of reorganization under Chapter 11 of the Bankruptcy
Code. The plan of reorganization that has been negotiated leaves
its bondholders, trade creditors, and other unsecured non-asbestos
related creditors unimpaired.

The amendments to the indenture would expressly permit Congoleum
to issue a promissory note to the plan trust as part of the
Company's anticipated pre-packaged Chapter 11 plan of
reorganization. The promissory note will be subordinated to the
Company's 8-5/8% Senior Notes due 2008 and its revolving credit
facility. The principal amount of the promissory note will
initially be $2,738,234.75 and will be subject to increase as of
the later of June 30, 2005 and the last trading day of the 90
consecutive trading day period commencing on the first anniversary
of the effective date of the Company's confirmed pre-packaged
Chapter 11 plan of reorganization in an amount equal to the
excess, if any, of the amount by which 51% of the Company's market
capitalization as of the Principal Adjustment Date exceeds
$2,738,234.75. The Company expects that interest on outstanding
principal of the plan note will accrue at a rate of 9% per annum.
The Company further expects that interest on the initial
$2,738,234.75 will accrue and be payable quarterly and that
interest on the Additional Principal Amount will accrue quarterly
and be added to the Additional Principal Amount as additional
principal. The Company expects that upon the earlier of August 1,
2008 and the date that all of the Senior Notes are repaid in full,
interest on the then outstanding Additional Principal Amount will
then accrue and be payable quarterly.

The Company further expects that all principal on the plan note
then outstanding together with any accrued but unpaid interest
will be payable in full on the tenth anniversary of the date of
the plan note, subject to the right of the plan trust to
accelerate all amounts then owed on the plan note following an
uncured event of default under the plan note.

The Company understands that, pursuant to a pledge agreement, the
Company's controlling shareholder, American Biltrite Inc.
(AMEX:ABL), will pledge all of the shares of the Company's common
stock that American Biltrite owns, together with any other equity
interests and rights American Biltrite may own or hold in the
Company, as of the date of the plan note as collateral for the
Company's obligations under the plan note. The Company expects
that American Biltrite would be allowed to prepay the principal
amount of the plan note, in whole or in part, without any penalty
or premium at any time following the Principal Adjustment Date and
that any interest that may have accrued but not yet been paid at
the time of any principal repayment would be due and payable at
the time of the principal repayment. The Company also understands
that in the event American Biltrite sells all or substantially all
of the shares of Congoleum stock it owns within three years of the
Principal Adjustment Date, American Biltrite would be obligated to
pay the plan trust an amount equal to 50% of any excess of the
value of 51% of the equity value of Congoleum implied by such
stock sale by American Biltrite over $2,738,234.75 plus any
Additional Principal Amount. The Company further understands that
in the event American Biltrite pre-pays the note or pays any
amounts to cure an event of default of the note, or pays an amount
to the plan trust as a result of selling its Congoleum stock, the
Company would be obligated to reimburse American Biltrite for such
payments, such obligation to be reflected in a note to be issued
by the Company to American Biltrite with terms substantially
similar to the terms of the plan note issued by the Company to the
plan trust.

Adoption of the proposed amendments to the indenture requires the
consent of holders representing a majority of the aggregate
principal amount of the outstanding notes as of the record date.

Roger S. Marcus, Chairman of the Board, commented, "Completing our
economic negotiations represents another important milestone for
Congoleum's resolution of its asbestos problem. These negotiations
included participation by a representative for future claimants as
well as representatives for current claimants. While this added to
the difficulty of reaching an agreement, it also marks a hurdle we
believe we have now cleared. With our plan in what we hope is
substantially final form, we can now seek final approval from our
lenders and proceed with circulating our plan of reorganization to
claimants for their approval, which we expect to begin shortly.
While challenges remain ahead, we are encouraged by the challenges
we have overcome. We continue to anticipate filing our pre-
packaged Chapter 11 case in September with the votes needed to
approve the plan, and hope to obtain confirmation of our plan by
the end of the year. We have worked hard to craft a plan that
protects the interests of our suppliers, customers, lenders,
employees and shareholders, and we appreciate their continued
support."

The solicitation is being made upon the terms and is subject to
the conditions set forth in the Consent Solicitation Statement
dated July 30, 2003 and related documents. Copies of those
documents can be obtained by contacting The Altman Group, Inc.,
the consent agent for the consent solicitation, at (212) 681-9600.
The consent solicitation was scheduled to expire at 3 p.m., New
York City time, on Friday, August 1, 2003, unless extended by
Congoleum.

Congoleum Corporation is a leading manufacturer of resilient
flooring, serving both residential and commercial markets. Its
sheet, tile and plank products are available in a wide variety of
designs and colors, and are used in remodeling, manufactured
housing, new construction and commercial applications. The
Congoleum brand name is recognized and trusted by consumers as
representing a company that has been supplying attractive and
durable flooring products for over a century.


CONSECO FINANCE: Takes Action to Challenge Various Claims
---------------------------------------------------------
The Conseco Finance Corp. Debtors object to seven claims that have
been amended by later-filed claims.  The Debtors want the Amended
Claims disallowed and expunged in their entirety.  The Amended
Claims assert $17,860 in debtor obligations.  The Amended Claims
are survived by seven Claims asserting $17,157 in debtor
liability.

The CFC Debtors also found 31 objectionable Claims.  They want
the Claims disallowed because the Claims duplicate other claims
previously filed.  The Duplicate Claims are unnecessary because
Surviving Claims already assert the creditor's claim.  The
Duplicate Claims total $29,342,454 are survived by 31 remaining
claims asserting $27,330,757 in obligations.  Among the largest
Duplicate Claims are:
                              Duplicate Amount     Surviving Amount
                              ----------------     ----------------
    Jesse Benavides           $10,272,427          $10,272,427
    Colamer Investments         6,206,931            6,206,931
    Peter McKenzie              5,500,000            5,500,000

The Debtors also want 21 claims disallowed and expunged in
their entirety because the claimants failed to provide sufficient
documentation to support the claims.  The Debtors object to $438
in priority claims and $221,289,926 in unsecured claims.  21st
Mortgage Corporation filed seven claims each for $16,077,918.
Vanderbilt Mortgage & Finance Inc. filed four claims for
$15,163,430 each and an additional claim for $48,059,971.

Approximately 101 claimants have asserted claims against the CFC
Debtors' estates where there is no liability.  The CFC Debtors
assert that the No Liability Claims are not enforceable against
them or their property under any agreement or applicable law and,
therefore, should be expunged and disallowed for all purposes.
The No Liability Claims comprise of $21,283,635 in secured
claims, $97,069 in priority claims and $73,042,266 in unsecured
claims.  Among the largest claims are:

    Lynn & Burt Bazzle         $19,943,764
    David Casas                 25,058,926
    Daniel Lackey               16,117,851

The CFC Debtors report that 35 claimants filed proofs of claim
without supporting documentation.  The claimants failed to file
the requisite documentation to support their claims and, thus,
have failed to comply with Rule 3001(c) of the Federal Rules of
Bankruptcy Procedure.  The No Supporting Documentation Claims
include $3,310 in secured claims, $27,159 in priority claims and
$67,490 in unsecured claims.  The Debtors want the Claims
disallowed and expunged.

The CFC Debtors ask Judge Doyle to disallow and expunge one Non-
Debtor Claim.  The creditor filing this claim asserts liability
against an entity that is not a debtor in these cases.
Furthermore, the creditor has not asserted liability against
any of the Debtors.  Thus, the Non-Debtor claim is not
enforceable against the CFC Debtors or their property under
applicable law. (Conseco Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


CONSECO INC: Reaches Agreement with TOPrS & Creditors Committees
----------------------------------------------------------------
Conseco, Inc. (OTCBB:CNCEQ) has reached an agreement in principle
with the Official Committee of Trust Originated Preferred
Securities (TOPrS) Holders and the Official Committee of Unsecured
Creditors in its bankruptcy proceeding. Under the agreement, which
is subject to the approval of the bankruptcy court, the TOPrS
committee will support an amended plan of reorganization.

If the court approves the settlement, Conseco said it plans to
file with the bankruptcy court a Fifth Amended Plan of
Reorganization that incorporates the settlement terms and
continues to reflect a $3.8 billion enterprise valuation.

"This agreement, if approved, would clear the way to a consensual
reorganization plan -- a significant positive step toward
completing our reorganization," said William J. Shea, Conseco's
president and chief executive officer. "Our Chapter 11 team will
continue to diligently work through the remaining process, while
our managers and 4,400 associates prepare for the challenges that
await us when we emerge from bankruptcy."

Upon emergence, Conseco, Inc. will be engaged exclusively in the
insurance business. Copies of the Fifth Amended Joint Plan of
Reorganization will be available, when filed, at
http://www.bmccorp.net/conseco


CONSECO INC: Court Approves Kroll's Engagement as Investigator
--------------------------------------------------------------
The Conseco Holding Company Debtors and the Official Committee of
Unsecured Creditors joint sought the Court's authority to employ
and retain Kroll Associates to assist with investigative and
research services in the Board of Directors' selection process,
nunc pro tunc to May 15, 2003.

The investigation process will include:

     -- a search of Kroll's internal files;

     -- an electronic database research of public records;

     -- searches of local, national and industry media sources;

     -- a biographical verification;

     -- field investigations of past or pending civil and
        regulatory proceedings;

     -- field investigations of past or present allegations of
        criminal conduct;

     -- identification of past relationships with Company directors
        or senior management (past or present);

     -- identification of associations with insurance regulators or
        other insurers placed into supervision, conservatorship,
        receivership or increased oversight by any state insurance
        department;

     -- search for compliance with the Sarbanes-Oxley Act; and

     -- identification of past or current relationships with
        terrorist groups or individuals as described in the
        Patriot Act.

The current hourly rates of Kroll professionals are:

        Analysts                       $250
        Managing Directors              325
        Senior Managing Directors       375

Robert J. Viteretti, Senior Managing Director and New York Office
Chief at Kroll, expects the professional search fees for each
director to range between $20,000 and $25,000.  Kroll's fees will
not exceed $25,000 per director without prior approval from the
Holding Company Debtors and the Creditors' Committee.

Database usage fees will be included and are calculated by
multiplying the database rate times the number of minutes spent in
usage.  The current rate is $7 per minute.  (Conseco Bankruptcy
News, Issue No. 28; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


CORRPRO: Continues Negotiating Extension of Credit Facilities
-------------------------------------------------------------
Corrpro Companies, Inc. (Amex: CO), announced that negotiations
are continuing with its senior lenders to extend the maturity date
of its domestic senior revolving credit facility that would
otherwise expire on July 31, 2003, as well as extend the due date
on a $7.6 million principal payment under its senior notes that is
also scheduled on that date.

"Our existing lenders have informed us that they are prepared to
extend these obligations for a limited period of time while we
seek alternative capital financing sources with the assistance of
our investment bankers. The agreements for these extensions are
not yet in place, however, they are being actively negotiated in
order to get them in place as soon as possible," stated Joseph W.
Rog, Chairman, President, and Chief Executive Officer of Corrpro.
"At the same time, we are actively engaged in a review process
with other qualified capital and financing sources who have
expressed interest in our efforts to recapitalize our balance
sheet and refinance our outstanding senior debt. Still, the
process is ongoing, and there can be no assurances given at this
time as to the ultimate outcome or terms of our efforts in this
regard."

The Company also announced that its annual report, which is being
mailed to shareholders, is now available on its Web site at
http://www.corrpro.com The Company has not established the date
for its 2003 annual meeting of shareholders pending the
negotiations of its refinancing and recapitalization efforts.

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

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

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

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

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


COTT CORP: S&P Ups Corp. Credit & Senior Debt Ratings to BB/BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on beverage manufacturer Cott Corp., to 'BB' from
'BB-'. At the same time, the senior secured debt rating was raised
to 'BB+' from 'BB'.

According to Standard & Poor's criteria, when secured debt
accounts for a significant proportion of assets and cash flow,
unsecured debt is notched down from the corporate credit rating.
In this case, Cott's junior-ranking subordinated notes are notched
down twice from the long-term corporate credit rating.

The company's priority debt is notched upward once from the long-
term corporate credit rating, reflecting the strong likelihood of
full recovery of principal in the event of default or bankruptcy.

"The ratings actions reflect improved profitability and credit
protection measures that have benefited from strong results from
the company's U.S. operations, as well as a reduction in
leverage," said Standard & Poor's credit analyst Don Povilaitis.

These factors are offset by Cott's reliance on a few key accounts
and improving, although still somewhat constrained, liquidity.

Toronto, Ontario-based Cott is the world's leading supplier of
premium retailer branded beverages and the world's fourth-largest
manufacturer of carbonated soft drinks (CSDs). Core geographic
operations are in the U.S., Canada, and the U.K. The company
provides food retailers with production and concentrate
formulation, packaging, and inventory management.

The U.S. remains by far Cott's most important market, representing
72% of fiscal 2002 sales and an even greater portion of operating
income. Cott's U.S. revenues grew 11.9% in 2002 and have grown
about 18% thus far in 2003, while operating income grew 22.9% in
2002. Cott has benefited from the increased concentration of
larger food retailers in the U.S. and the growth of private label
products in the grocery channel, which grew at twice the rate of
total grocery sales. Still, the company is exposed to client
concentration risk; Cott's top 10 customers, including Wal-Mart
Stores Inc., account for more than 70% of sales.

In Canada, a mature market for retailer branded beverages,
potential growth is somewhat constrained by the existing high
penetration of retailer branded CSDs in the food retailing
channel. Cott's share of the Canadian market is 97%, and hence
growth prospects are less attractive than in the U.S. Despite a 6%
increase in first-half 2003 sales, Canadian margins declined due
to unseasonably cold weather, with some recovery expected for the
second half of 2003.

In the U.K. and Europe, where private label brands have the
highest share of CSDs in the world, Cott's sales rose 16% in the
first half of 2003, as the company focused on the introduction of
new products and marketing while successfully reducing fixed costs
per unit with plant efficiency improvements. The U.K. is expected
to be profitable for the full year.

The current ratings incorporate continued strength in operations,
and the expectation that leverage will continue to be reduced and
cash flow generation from the company's U.S. operations will
continue to grow.


CROWN CASTLE: Second Quarter Net Loss Hits $100 Million Mark
------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) reported results for
the second quarter ended June 30, 2003.

Total revenue for the second quarter of 2003 was $224.2 million,
compared to $225.5 million for the second quarter of 2002. Site
rental and broadcast transmission revenue for the second quarter
of 2003 increased 10% to $189.5 million, up from $172.0 million
for the same period in 2002. Net loss (after deduction of
dividends on preferred stock and net of losses on repurchases of
preferred stock of $3.0 million for second quarter 2003) was
$100.9 million for the second quarter of 2003 compared to a loss
of $89.5 million for the same period in 2002. Second quarter 2003
loss per share was $0.47 compared to a loss per share of $0.41 in
last year's second quarter. Net cash from operating activities for
the second quarter of 2003 was $94.1 million, up from $53.9
million for the same period in 2002. Capital expenditures for the
second quarter were $20.7 million, down from $126.3 million for
the same period in 2002. Free cash flow, defined as cash from
operating activities less capital expenditures, for the second
quarter of 2003 improved $145.6 million to a source of cash of
$73.3 million, from a use of cash of $72.3 million for the same
period in the prior year.

                        OPERATING RESULTS

US site rental revenue for the second quarter of 2003 increased
6.9% to $110.5 million, up from $103.4 million for the same period
in 2002, and UK site rental and broadcast transmission revenue for
the second quarter of 2003 increased 16.7% to $72.8 million, up
from $62.4 million for the same period in 2002. These revenue
results approximate same tower sales as a result of the fact that
approximately 98% of Crown Castle's sites on June 30, 2003 were in
operation as of April 1, 2002. On a consolidated basis, site
rental and broadcast transmission gross margin, defined as site
rental and broadcast transmission revenue less site rental and
broadcast transmission cost of operations, increased 9.2% to
$115.8 million, up $9.8 million in the second quarter of 2003 from
the same period in 2002. For the second quarter of 2003, US
capital expenditures were $7.7 million, and UK capital
expenditures were $12.8 million. During the second quarter of
2003, Crown Castle developed 13 sites in the UK under our
agreement with British Telecom.

"We are pleased with our core site rental and broadcast
transmission business this quarter," stated John P. Kelly,
President and Chief Executive Officer of Crown Castle. "During the
quarter, our business units delivered solid revenue growth
together with disciplined management of operating expenses,
capital expenditures and working capital, which allowed us to
exceed our free cash flow expectations.

"While our outlook suggests that leasing activity will remain
constant at current levels, we see some indications that US
leasing activity may improve during the second half of 2003 and
into 2004. A combination of several factors appears to be
positively influencing US wireless carriers' desire to deploy
additional cell sites to improve network quality."

"We remain committed to driving free cash flow growth and have
made significant progress in the last quarter," stated W. Benjamin
Moreland, Chief Financial Officer of Crown Castle. "As a result of
strong performance at the operating level, we have been able to
invest some of our excess liquidity to retire more expensive debt
securities. In the last twelve months, taking into account the
shares of 12 3/4% Senior Exchangeable Preferred Stock we have
purchased to date, we have eliminated $70.0 million of annual
interest expense. We believe we can achieve significant interest
savings through attractive refinancings and investing our
liquidity, and we can foresee a scenario where run-rate total
interest expense is less than $200 million by the end of 2004."

During the second quarter of 2003, Crown Castle repaid $55.3
million of senior credit facility debt (including $4.7 million in
its CCOC facility, $10.0 million in its CCA facility and $40.6
million in its UK facility). At June 30, 2003, Crown Castle had
$909.4 million of total liquidity, comprised of $523.2 million of
cash and cash equivalents and liquid investments, and total
availability under its senior credit facilities of $386.2 million.

Also during the second quarter, Crown Castle purchased 29,614
shares of its 12-3/4% Senior Exchangeable Preferred Stock for
$32.6 million in cash. Subsequent to the end of the second quarter
through July 31st, Crown Castle purchased an additional 59,272
shares of its 12-3/4% Senior Exchangeable Preferred Stock for
$65.8 million in cash. After the purchases through July 31, 2003,
the 12-3/4% Senior Exchangeable Preferred Stock due 2010 had an
aggregate redemption value of $166.1 million. Crown Castle
currently expects to purchase or redeem the remaining 12-3/4%
Senior Exchangeable Preferred Stock outstanding no later than
December 15, 2003, the first contractual optional redemption date
for such securities.

Pro forma for the previously announced redemption of the 10-5/8%
Senior Discount Notes, the issuance of the 4% Convertible Senior
Notes and purchases of 12-3/4% Senior Exchangeable Preferred Stock
subsequent to the end of the second quarter, cash and cash
equivalents and liquid investments are approximately $392 million.

                            OUTLOOK

The following statements and outlook table are based on current
expectations and assumptions and assume a US dollar to UK pound
exchange rate of 1.57 dollars to 1.00 pound and a US dollar to
Australian dollar exchange rate of 0.60 US dollars to 1.00
Australian dollar. This Outlook section contains forward-looking
statements, and actual results may differ materially. Information
regarding potential risks which could cause actual results to
differ from the forward-looking statements herein are set forth
below and in Crown Castle's filings with the Securities and
Exchange Commission.

Based in part on improvements in working capital and operating
results and lower than expected capital expenditures for the first
half of 2003, Crown Castle has adjusted certain elements of its
previously provided financial guidance for full year 2003, which
results in expected free cash flow increasing from between $29
million and $59 million to between $75 million and $95 million for
the full year 2003. Crown Castle's outlook for net cash provided
by operating activities is based on interest expense on its
existing debt balances and does not include savings from interest
expense reductions that Crown Castle expects may be achieved
through further debt reductions and refinancings. Crown Castle's
2003 and 2004 projected net cash provided by operating activities
assumes the effect of converting paid-in-kind interest to cash pay
for the 10-3/8% and 11-1/4% Senior Discount Notes and the 12-3/4%
Senior Exchangeable Preferred Stock.

Crown Castle engineers, deploys, owns and operates technologically
advanced shared wireless infrastructure, including extensive
networks of towers and rooftops as well as analog and digital
audio and television broadcast transmission systems. Crown Castle
offers near-universal broadcast coverage in the United Kingdom and
significant wireless communications coverage to 68 of the top 100
United States markets, to more than 95 percent of the UK
population and to more than 92 percent of the Australian
population. Crown Castle owns, operates and manages over 15,500
wireless communication sites internationally. For more information
on Crown Castle, visit: http://www.crowncastle.com

As reported in Troubled Company Reporter's July 11, 2003 edition,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
the $230 million convertible senior notes issued by wireless tower
operator Crown Castle International Corp.

Simultaneously, Standard & Poor's affirmed its 'B-' corporate
credit rating on the Houston, Texas-based Crown Castle.

The outlook remains negative. The company had total debt of about
$3.2 billion at March 31, 2003.


CWMBS INC: Fitch Assigns Lower-B Ratings to Classes B-3 & B-4
-------------------------------------------------------------
CWMBS, Inc.'s mortgage pass-through certificates, CHL Mortgage
Pass-Through Trust 2003-34 classes A-1 through A-21, PO and A-R
(senior certificates, $486,499,332) are rated 'AAA' by Fitch
Ratings. In addition, Fitch rates the following classes:

         -- $6,500,000 class M 'AA';

         -- $2,750,000 class B-1 'A';

         -- $1,500,000 class B-2 'BBB';

         -- $1,000,000 privately offered class B-3 'BB';

         -- $750,000 privately offered class B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 2.70%
subordination provided by the 1.30% class M, 0.55% class B-1,
0.30% class B-2, 0.20% privately offered class B-3, 0.15%
privately offered class B-4 and 0.20% privately offered class B-5
(not rated by Fitch). Classes M, B-1, B-2, B-3, and B-4 are rated
'AA', 'A', 'BBB', 'BB' and 'B', respectively, based on their
respective subordination only.

Fitch believes the above credit enhancement will be adequate to
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 master
servicing capabilities of Countrywide Home Loans Servicing LP
(Countrywide Servicing; rated 'RPS1' by Fitch), a direct wholly
owned subsidiary of Countrywide Home Loans, Inc. (CHL).

The certificates represent an ownership interest in a pool of
conventional, fully amortizing, 20- to 30-year fixed-rate mortgage
loans, secured by first liens on one- to four-family residential
properties. As of the closing date (July 31, 2003), the mortgage
pool demonstrates an approximate weighted average loan-to-value
ratio (OLTV) of 69.47%. Approximately 55.55% of the loans were
originated under a reduced documentation program. Cash-out
refinance loans represent 11.82% of the mortgage pool and second
homes 2.68%. The average loan balance is $495,535. The weighted
average FICO credit score is approximately 741. The three states
that represent the largest portion of mortgage loans are
California (49.98%), New Jersey (4.79%) and New York (4.31%). The
deal is fully funded as of the closing date (July 31, 2003).

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

Approximately 96.01% and 3.99% of the mortgage loans were
originated under CHL's standard underwriting guidelines and
expanded underwriting guidelines, respectively. Mortgage loans
underwritten pursuant to the expanded underwriting guidelines may
have higher LTVs, higher loan amounts, higher debt-to-income
ratios and different documentation requirements than those
associated with the standard underwriting guidelines. In analyzing
the collateral pool, Fitch adjusted its frequency of foreclosure
and loss assumptions to account for the presence of these
attributes.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. The Bank of New York
will serve as trustee. For federal income tax purposes, an
election will be made to treat the trust fund as a real estate
mortgage investment conduit.


DENNY'S CORP: Poor Performance Spurs S&P to Downgrade Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on family dining restaurant operator Denny's Corp. to 'B-'
from 'B', its senior secured bank loan rating to 'B+' from 'BB-',
and its senior unsecured notes to 'CCC' from 'CCC+'. At the same
time, all ratings were placed on CreditWatch with negative
implications.

"The rating actions are based on Denny's deteriorating operating
performance and cash flow protection measures, and Standard &
Poor's concern that continued poor performance will constrain its
liquidity," said credit analyst Robert Lichtenstein.

Spartanburg, South Carolina-based Denny's had total debt of $596
million at June 25, 2003.

Operating performance continued to decline as EBITDA dropped 37%
to $47.7 million in the first half of 2003. A weak economy,
intense competition in the restaurant industry, and rising costs
negatively affected operating performance. Same-store sales fell
0.5% in the first half of 2003, following a 1% decline in all of
2002. Operating margins for the 12 months ended June 25, 2003,
fell to 17%, from 18.5% the year before, with most of the decline
coming in the first half of 2003.

Liquidity is limited to $4.5 million in cash and $36.8 million of
availability on the company's $125 million revolving credit
facility as of June 25, 2003. Subsequently, the company made its
$21.3 million interest payment leaving it with $25.5 million of
availability as of July 31, 2003. Financial covenants were
recently amended to reflect the company's poor performance.
Standard & Poor's believes the company will be challenged to
service its debt and fund its capital expenditures of about $35
million in 2003, which are largely associated with remodeling and
maintenance, through operating cash flow, asset sales, and
availability under its revolving credit facility.

Standard & Poor's will meet with Denny's management to discuss its
operating and financial plan given its declining operating
performance and cash flow protection measures.


DENNY'S CORP: June 25 Balance Sheet Insolvency Stands at $293MM
---------------------------------------------------------------
Denny's Corporation (OTCBB: DNYY) reported results for its second
quarter ended June 25, 2003. Highlights included:

-- Systemwide sales were $546 million for the quarter, a 3.0%
    decrease from last year's second quarter, reflecting 51 fewer
    restaurants systemwide.

-- Systemwide same-store sales for the quarter declined 1.5% with
    company units down 0.6% and franchised units down 2.1%.

-- Denny's ended the quarter with 1,663 restaurants systemwide
    (563 company and 1,100 franchised and licensed units).

-- Total operating revenue declined 4.3% to $230 million for the
    quarter.

-- Operating income of $13.8 million declined $2.4 million for the
    quarter, down from 6.7% of revenue to 6.0%.

-- Net loss for the quarter was $5.4 million, or $0.13 per common
    share, compared with last year's net income of $16.2 million,
    or $0.40 per common share.

-- Last year's net income included nonoperating income of $19.2
    million from a gain on exchange of debt.

-- At quarter end, Denny's had $49.9 million drawn under its
    credit facility and $38.3 million in letters of credit, leaving
    net availability of $36.8 million.

Commenting on Denny's results for the second quarter of 2003,
Nelson J. Marchioli, president and chief executive officer, said,
"Our operating performance in the second quarter was
disappointing, especially our decline in guest counts. This
quarter we focused our marketing message on driving guests during
our dinner and late night dayparts, as opposed to last spring and
summer when we focused on breakfast with a Grand Slam promotion.
Though we were successful in improving our dinner and late night
sales, which resulted in an increase in our guest check average,
we lost more guests than anticipated during the breakfast daypart.
In response, this week we launched a new media campaign which
promotes a choice of three "Complete Breakfasts," each for $4.99.
This promotion builds on two core strengths of the Denny's brand -
- breakfast and good value.

"On the margin side of our business, we continue to experience
cost pressures which have contributed to declining margins. The
cost increases include higher meat prices, medical costs and
natural gas prices. In addition, higher costs related to increased
restaurant staffing and improved food quality are intentional
investments in the long term success of Denny's. We are committed
to doing what is right for the Denny's brand and are optimistic
that these investments, which are beginning to contribute to
improved consumer perceptions, will ultimately translate into
increased guest traffic," Marchioli concluded.

                     Second Quarter Results

Denny's reported total operating revenue of $230.1 million for the
second quarter, down $10.3 million from the prior year quarter.
Company restaurant sales declined $9.0 million to $208.5 million,
due primarily to 25 fewer company units. Franchise revenue
decreased $1.3 million to $21.6 million, resulting from 26 fewer
franchised and licensed restaurants.

During the second quarter, company restaurant operating margin
decreased by 5.8 percentage points to 11.2% of company sales
compared with 17.0% of sales last year. Payroll and benefits costs
accounted for 3.7 percentage points of the margin decline,
resulting from increased restaurant staffing aimed at improving
customer satisfaction, higher wage rates and increased health
insurance costs. Product costs increased by 1.7 percentage points
due to higher commodity costs as well as menu mix shifts resulting
from our promotion of higher cost dinner items this quarter
compared with a breakfast promotion in the same period last year.

Operating income for the quarter decreased $2.4 million to $13.8
million compared with $16.2 million last year, reflecting the
lower revenue and reduced operating margins. Operating income this
quarter benefited from a $6.4 million reduction in depreciation
and amortization expense. In January 1998, certain assets were
revalued and assigned a five-year life as a result of the
predecessor company's reorganization. Those assets became fully
amortized in January 2003, resulting in lower depreciation and
amortization expense in 2003. In addition, operating income in the
second quarter benefited from a $1.0 million reduction in general
and administrative expenses as well as a $3.8 million reduction in
restructuring and exits costs compared with last year.

For the second quarter, Denny's reported a net loss of $5.4
million, or $0.13 per diluted common share, compared with last
year's second quarter net income of $16.2 million, or $0.40 per
diluted common share. Last year's second quarter results included
nonoperating income of $19.2 from gains on exchanges of debt.

                     Revolving Credit Facility

On June 25, 2003, our $125 million credit facility had outstanding
revolver advances of $49.9 million compared with $60.2 million
outstanding on March 26, 2003. Our outstanding letters of credit
decreased to $38.3 million compared with $48.4 million on March
26, 2003, leaving a net availability of $36.8 million at the end
of the second quarter. As of today, after making the scheduled
$21.3 million semiannual interest payment on our 11.25% senior
notes on July 15, revolver advances have increased to $61.0
million while letters of credit are $38.5 million, leaving a net
availability of $25.5 million.

Profitability was below our expectations for the first two
quarters of 2003. Accordingly, we were required to obtain an
amendment to the credit facility to provide less restrictive
financial covenants effective for the quarter ended June 25, 2003
and for the remaining term of the facility. We were in compliance
with the terms of the credit facility, as amended, as of June 25,
2003.

At June 25, 2003, Denny's balance sheet shows a working capital
deficit of about $107 million, and a total shareholders' equity
deficit of about $293 million.

Denny's is America's largest full-service family restaurant chain,
operating directly and through franchisees 1,663 Denny's
restaurants in the United States, Canada, Costa Rica, Guam,
Mexico, New Zealand and Puerto Rico.


DIAMOND ENTERTAINMENT: Requests Ex-Auditors to Submit SEC Report
----------------------------------------------------------------
Effective July 16, 2003, Diamond Entertainment Corporation's
principal independent accountants, Stonefield Josephson, Inc.,
resigned as the Company's principal independent accountant.
Stonefield Josephson, Inc., had been engaged, on August 8, 2002,
by the Company as the principal independent accountant to audit
the financial statements of the Company for the fiscal year ended
March 31, 2003, replacing the firm of Merdinger, Fruchter, Rosen &
Company, P.C.  Stonefield Josephson, Inc., was subsequently
engaged, on May 19, 2003, to audit the financial statements of the
Company for the year ended March 31, 2003, and to re-audit the
financial statements of the Company for the year ended
March 31, 2002. Stonefield Josephson, Inc., has not rendered any
report on the financial statements of the Company filed with the
Securities and Exchange Commission.

A letter of resignation from Stonefield Josephson, Inc., has been
furnished to and accepted by the Board of Directors of the
Company.

Diamond Entertainment reports that Stonefield Josephson, Inc., has
not presented a written report, or otherwise communicated in
writing to the Company or its Board of Directors the existence of
any "disagreement" or "reportable event" within the meaning of
Item 304 of Regulation S-B.

The Company has requested Stonefield Josephson, Inc., to furnish a
letter addressed to the Securities & Exchange Commission stating
whether it agrees with the above statements, and, if not, stating
the respects in which it does not agree.

Diamond Entertainment's December 31, 2002, balance sheet shows a
working capital deficit of over $1 million, and a total
shareholders' equity deficit of about $509,000.


DILLARD'S INC: S&P Lowers and Removes Low-B Ratings from Watch
--------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit and
senior unsecured ratings on Dillard's Inc., its affiliate Dillard
Investment Co. Inc., and Mercantile Stores Co. Inc. (acquired in
1998) to 'BB' from 'BB+', and its preferred stock rating on
Dillard's Capital Trust I to 'B' from 'B+'. The preferred stock is
guaranteed by Dillard's Inc.

The ratings are removed from CreditWatch where they were placed
June 9, 2003. The outlook is stable. This action affects about
$2.7 billion of debt at the Little Rock, Ark.-based department
store retailer.

"The downgrade reflects a weakening of operating results, and
Standard & Poor's expectation that Dillard's may fail to show the
recovery in performance and in credit ratios that was incorporated
into the previous rating," said credit analyst Gerald Hirschberg.

Dillard's operations are being affected by intense competition,
lagging consumer confidence, a poor economy, a rising unemployment
rate that has pared disposable personal income, and consumer
apathy to fashion merchandise. While this environment is affecting
sales growth for the entire department store sector, as all major
players have seen same-store sales declines for a protracted
period of time, Dillard's results have been especially hard hit.

After several years of poor performance, Dillard's managed a
relatively good year in 2002, with improved operating margins,
EBITDA, cash flow protection, and leverage. Maintenance of the
rating was predicated on a continuation of progress in 2003, but
many of the same adverse macroeconomic factors that Dillard's and
the rest of the retail sector faced on 2002 are unchanged. First
quarter results were disappointing, and the recent 7% and 6% drops
in same-store sales for May and June 2003, respectively, suggest
that the economy and low consumer confidence are taking a heavier-
than-average toll on Dillard's business.

At Feb. 1, 2003, Dillard's had $400 million of secured revolving
credit facilities that expire in 2005. Dillard's also maintains a
credit card securitization facility, which provides for up to $600
million of borrowing capacity. Balance sheet cash is minimal.

The company's overall liquidity is considered good. Dillard's was
in compliance with all covenants under the bank line of credit
throughout 2002, and maintained full availability. In addition to
its bank facilities, Dillard's has substantial unencumbered real
estate assets, and has $750 million of availability from an
outstanding shelf registration.

Despite recent difficulties, Dillard's has been making some
progress in improving its merchandise mix, and it is expected that
business conditions will probably improve during the second half
of 2003. This should be conducive to better top-line comparisons,
and to at least more stable performance. Therefore, credit
measures will probably be maintained at levels characteristic of
the rating for the near term.


EPOCH 2001-1: S&P Junks Ratings on Class III and IV Notes
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on EPOCH
2001-1 Ltd.'s class I, II, III, and IV tranches of secured
floating-rate notes due Aug. 15, 2006. At the same time, the
rating on the class IV tranche was placed on CreditWatch with
negative implications.

The rating actions follow four declared credit events, three of
which were analyzed with final valuations and the fourth under
current market value assumptions; and further deterioration of
credit quality that has occurred in the underlying $1 billion
reference portfolio.

The ratings reflect the credit quality of the reference credits,
the level of credit enhancement provided by subordination, and
EPOCH 2001-1's ability to meet its payment obligations as issuer
of the secured notes.

                         RATINGS LOWERED

                         EPOCH 2001-1 Ltd.

         Class              Rating
                   To                  From
         I         A                   AA
         II        BB                  BBB
         III       CCC                 BB

         RATING LOWERED AND PLACED ON CREDITWATCH NEGATIVE
                         EPOCH 2001-1 Ltd.

         Class              Rating
                   To                  From
         IV        CCC-/Watch Neg      CCC


FEP RECEIVABLES: Fitch Affirms Note Ratings from 2 Transactions
---------------------------------------------------------------
Fitch affirms the ratings of mutual fund fee transactions, FEP
Receivables Trust 2001-1's class A1-L, A2-L, A3-L and B-L
floating-rate notes, and class A and B fixed-rate notes. Fitch
also affirms FEP 2002-2.

    FEP Receivables Trust 2001-1

      -- $66,750,000 class A1-L floating-rate notes 'AA';
      -- $44,250,000 class A2-L floating-rate notes 'BBB-';
      -- $30,375,000 class A3-L floating-rate notes 'CCC';
      -- $5,000,000 class B-L floating-rate notes 'CC';
      -- $43,800,000 class A notes 'B-';
      -- $5,000,000 class B notes 'CC'.

    FEP Receivables Trust 2002-2

      -- Floating-rate notes 'AA'.

The ratings are based upon review of the historical and expected
performance of the mutual fund assets, the frequency of defaults
as calculated through various financial models, as well as
consideration for paydowns experienced on certain senior classes,
break-even fund returns necessary to payback the notes by deal
maturity, and the degree of expected loss to the extent notes may
experience loss.

Since the July 17 purchase of Constellation Financial Management
and the assets and client contracts of FEP Holdings LP by Societe
Generale, the funds are now under a new servicer, SG Constellation
LLC.

The above actions represent Fitch's assessment of the probability
of the noteholders to receive timely interest and principal
payments in accordance with the terms of the legal documents.


FLEMING COMPANIES: Bringing-In Kekst & Company as PR Consultant
---------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates sought and
obtained the Court's consent to employ Kekst and Company
Incorporated as public relations and corporate communications
consultant.  Kekst will render consulting services on public
relations and corporate communication matters and provide
communication services during the course of the Debtors'
Chapter 11 cases.

Kekst is a communications firm that has extensive experience in
crisis communications involving corporate transactions,
bankruptcies, restructurings and reorganizations.  It has an
excellent reputation for the services it has rendered in Chapter
11 cases on behalf of debtors throughout the United States.
Kekst also specializes in corporate communications.

Kekst has extensive experience in assisting financially troubled
companies with public relations, including companies that have
been in bankruptcy.  Some of the large Chapter 11 cases in which
Kekst has acted, or is currently acting, as public relations and
corporate communications consultant to the debtor include Kmart,
Pacific Gas and Electric Company, Big V Supermarkets, AT&T
Canada, Owens Coming, Enron, Polaroid, WR Grace, Grand Union,
Jitney Jungle Stores, Peter J. Schmit, Loews Cineplex, AMF
Bowling and R.H. Macy and Company.

Kekst also has extensive knowledge of the Debtors and their
businesses.  The firm has been the Debtors' public relations and
corporate communications consultant since May 24, 2001.

According to Scotta E. McFarland, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub P.C., many persons and entities,
including employees, counter-parties to executory contracts and
leases, equity holders, financial markets, potential investors,
governmental entities, trade and other creditors, the media, and
the general public will be interested in Debtors' bankruptcy.
The cooperative participation of many of these persons and
entities will be necessary for the Debtors to successfully
reorganize.  Ms. McFarland explains that Kekst will be able to
assist the Debtors in protecting, retaining and developing the
goodwill and confidence of these constituencies.

Among other things, Kekst will assist the Debtors in:

       (i) communicating reliably, accurately and effectively;

      (ii) speaking with a unified, authoritative voice;

     (iii) presenting a coherent, consistent message;

      (iv) managing the Debtors' disclosure of information;

       (v) correcting, counteracting and controlling damage in
           regard to the rumors and misinformation that inevitably
           will arise;

      (vi) deterring and dissuading irrational, uninformed,
           panicked or other behavior deleterious to the estates
           and the reorganization; and

     (vii) protecting the Debtors' goodwill.

The Debtors will compensate Kekst for its services in accordance
with the firm's customary, standard hourly rates:

              Senior Partners       $600 - 695
              Partners               450 - 600
              Senior Associates      425 - 450
              Associates             250 - 325

The Debtors will also reimburse the firm for its out-of-pocket
expenses.

Ms. McFarland discloses that, before the Petition Date, Kekst
received $325,000 from the Debtors, including a $152,075 retainer
and a $172,925 prepayment for prepetition public relations
services rendered to them.  Ms. McFarland reports that the
payments have been applied to outstanding balances for
prepetition services related to the preparation for the filing of
the Debtors' bankruptcy petitions.  The Debtors have agreed that
any portion of the retainer not used to compensate Kekst for its
prepetition services and expenses ultimately will be used by the
firm to apply against its postpetition billings and will not be
placed in a separate account.

The Debtors have also agreed to indemnify Kekst for any claims
arising from, or related to its prepetition services.  They will
also indemnify and hold the firm harmless for any liabilities and
claims arising from or in connection with the postpetition public
relations and corporate communications services.  The Debtors,
however, will have no obligation to Kekst for any claims, actions
or expenses arising or related to Kekst's breach of its
employment agreement or gross negligence or willful misconduct.

Gershon Kekst, president of Kekst, attests that the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.  Kekst holds no interest adverse to the
Debtors and their estates, creditors or equity security holders
for the matters for which it is to be employed.  The firm has no
connection with the Debtors, their creditors or their related
parties. (Fleming Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FLEXTRONICS: $500-Mil. Senior Subordinated Notes Gets BB- Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Flextronics International Ltd.'s $500 million senior subordinated
convertible notes due 2010. At the same time, Standard & Poor's
affirmed Flextronics' 'BB+' corporate credit and its other
ratings. The outlook is stable.

Standard & Poor's expects proceeds from the notes issue to
refinance existing senior subordinated debt. Singapore-based
Flextronics, a leading provider of electronics manufacturing
services (EMS), primarily to the communications, computing and
consumer electronics industries, had total debt outstanding of
$1.7 billion as of June 2003.

Flextronics' sales growth has slowed, as revenue remained flat in
the 12 months ended June 2003, with total sales of about US$13
billion.

"We expect end-market demand in communications and computing to
remain weak over the near term," said Standard & Poor's credit
analyst Emile Courtney. "We believe it will be an ongoing
challenge for Flextronics to maintain its operating performance
while executing management's growth strategy in the midst of a
severe downturn in end-market demand. On the other hand, the long-
term nature of the company's customer relationships and its
moderate financial profile provide ratings protection."


GRAHAM PACKAGING: Commencing 8-3/4% Sr. Debt Exchange Offer
-----------------------------------------------------------
Graham Packaging Company, L.P./GPC Capital Corp, I is offering to
exchange all outstanding 8-3/4% Senior Subordinated Notes due 2008
for an equal amount of 8-3/4% Series B Senior Subordinated Notes
due 2008, which have been registered under the Securities Act of
1933.

THE EXCHANGE OFFER

  *   The Company will exchange all outstanding notes that are
      validly tendered and not validly withdrawn for an equal
      principal amount of exchange notes that are freely tradeable
      in integral multiples of $1,000.

  *   Stockholders may withdraw tenders of outstanding notes at any
      time prior to the expiration of the exchange offer.

  *   The exchange offer expires at 5:00 p.m., New York City time,
      on    , 2003, unless extended. The Company does not currently
      intend to extend the expiration date.

  *   The exchange of outstanding notes for exchange notes in the
      exchange offer will not be a taxable event for U.S. federal
      income tax purposes.

  *   The Company will not receive any proceeds from the exchange
      offer.

THE EXCHANGE NOTES

  *   The exchange notes are being offered in order to satisfy
      certain of Graham's obligations under the registration rights
      agreement entered into in connection with the placement of
      the outstanding notes.

  *   The terms of the exchange notes to be issued in the exchange
      offer are substantially identical to the outstanding notes,
      except that the exchange notes will be freely tradeable.

RESALES OF EXCHANGE NOTES

  *   The exchange notes may be sold in the over-the-counter
      market, in negotiated transactions or through a combination
      of such methods. The Company does not plan to list the
      exchange notes on a national market.

If broker-dealers receive exchange notes for their own account,
they must acknowledge that they will deliver a prospectus in
connection with any resale of such exchange notes. By making such
acknowledgment, they will not be deemed to admit that they are an
"underwriter" under the Securities Act of 1933, as amended.
Broker-dealers may use the prospectus in connection with any
resale of exchange notes received in exchange for outstanding
notes where such outstanding notes were acquired by the broker-
dealer as a result of market-making activities or trading
activities. The Company has agreed that it will make its
prospectus available to such broker-dealers for use in connection
with any such resale. A broker-dealer may not participate in the
exchange offer with respect to outstanding notes acquired other
than as a result of market-making activities or trading
activities.

In its year-end 2002 balance sheet, the Company shows a working
capital deficit of about $12 million, and a partners' capital
deficit of about $460 million.


G&C WHOLESALE: Leo M. Tahajian Charged in $5 Million Bank Fraud
---------------------------------------------------------------
A Boston man was indicted Thursday for defrauding Fleet Bank of $5
million by providing the bank with false loan reports and taking
millions of dollars in loans for which he had insufficient
collateral.

United States Attorney Michael J. Sullivan and Kenneth W. Kaiser,
Special Agent in Charge of the Federal Bureau of Investigation in
New England, announced today that a federal grand jury in Boston
has indicted LEO M. TAHAJIAN, age 43, of 134 Fulton Street,
Boston, on charges of bank fraud and six counts of making false
statements to a bank.

The indictment charges that in 1999, TAHAJIAN owned and ran G&C
Wholesale, Inc., a Boston wholesale jewelry business that had a
line of credit with Fleet Bank. It is alleged that during the
first half of 1999, TAHAJIAN repeatedly overstated G&C's accounts
receivable (money that customers owed to the company) in the
reports he submitted to Fleet, enabling G&C to borrow more money
through its line of credit than it would otherwise have been able
to borrow. It is alleged that TAHAJIAN used $2.5 million of the
loan proceeds to fund his losses in speculative foreign currency
trading and another $700,000 to cover his casino gambling debts.
The indictment also alleges that TAHAJIAN paid himself $170,000 in
salary during a seven-month period.

It is alleged that when, in July 1999, Fleet discovered that
TAHAJIAN had inflated the company's accounts receivables, G&C
filed for bankruptcy protection. Even though the Bankruptcy Court
gave Fleet control of G&C's assets and receivables, the bank ended
up losing $5 million, because the collateral fell so far short of
the amount the bank had loaned G&C.

If convicted, TAHAJIAN faces maximum penalties of 30 years in
prison and a $1 million fine for each count.

Fleet Bank referred the matter to the government and cooperated
with the investigation. The case was investigated by Special
Agents with the Federal Bureau of Investigation and auditors from
the U.S. Attorney's Office. It is being prosecuted by Assistant
U.S. Attorney Adam J. Bookbinder in Sullivan's Economic Crimes
Unit.


GAYLORD ENTERTAINMENT: Reports Strong Growth for Second Quarter
---------------------------------------------------------------
Gaylord Entertainment Company (NYSE: GET) reported its financial
results for the second quarter of 2003.

For the quarter, consolidated revenues from continuing operations
were $105.5 million, an increase of 9.9% from $95.9 million in the
same period last year. Consolidated operating loss for second-
quarter 2003 was $1.5 million compared to operating income of $8.7
million in second-quarter 2002. For second-quarter 2003, the
Company almost doubled net income to $11.4 million, from net
income of $5.9 million for second-quarter 2002. The Company's sale
of its 33.3% partnership interest in the Opry Mills shopping
center resulted in a gain of $10.6 million to operating income and
$6.5 million to net income in second-quarter 2002. EBITDA was
$16.9 million in second-quarter compared to $13.6 million in the
same quarter of 2002.

Year-to-date, consolidated revenues from continuing operations
were $219.9 million, an increase of 12.4% from $195.6 million in
the same period last year. Consolidated operating income for the
first six months of 2003 was $3.4 million compared to an operating
loss of $6.9 million in the first six months of 2002. The Company
had net income in the six-month period of 2003 of $4.9 million.
This compares to a net loss of $2.3 million, or $0.07 per diluted
share, in the first six months of 2002. The Company's sale of its
33.3% partnership interest in the Opry Mills shopping center
resulted in a gain of $10.6 million to operating income and $6.5
million to net income in the 2002 year-to-date period. EBITDA for
the first six months of 2003 was $39.9 million compared to $23.8
million in the same period of 2002, an increase of 67.6%.

Commenting on the Company's results, Colin Reed, president and
chief executive officer of Gaylord Entertainment, said, "We are
delighted to have produced another solid quarter of results that
demonstrate the strength of our meetings-focused business model.
Our strong bookings at the outset of the quarter combined with
lower-than-expected attrition resulted in performance that
exceeded our expectations. Our two convention hotels saw increases
in their operating fundamentals, further establishing Gaylord as a
leader in the industry."

                     Segment Operating Results

      Hospitality

Hospitality revenue per available room ("RevPAR") increased 8.4%
to $105.92 in second-quarter 2003 compared to second-quarter 2002,
at the top end of the Company's guidance range. Occupancy rose 5.9
percentage points, or 8.9%, to 72.4% while average daily rate
remained consistent at $146.30. In addition, Hospitality total
revenue per available room, which includes items such as food and
beverage, increased 12.1% to $215.94 in second-quarter 2003
compared to second-quarter 2002. Hospitality revenues were $90.2
million in second-quarter 2003, an increase of 12.1% over second-
quarter 2002. Hospitality operating income was $8.5 million in
second-quarter 2003 compared to an operating income of $5.3
million for second-quarter 2002, an increase of 61.3%.

Hospitality EBITDA was $24.0 million for second-quarter 2003, an
increase of $6.4 million over the same period last year.
Hospitality EBITDA margins increased from 21.8% in second-quarter
2002 to 26.6% in second-quarter 2003, which reflects higher
occupancy and RevPAR levels at Gaylord Palms and better expense
management at Gaylord Opryland. Pre-opening expenses were $2.2
million and $0.7 million for the second quarter of 2003 and 2002,
respectively. Due to the effect of GAAP straight-line lease
payment recognition on the Gaylord Palms ground lease, non-cash
lease expense included in operating income was $1.6 million for
second-quarter 2003 and second-quarter 2002.

Reflecting the consistently positive customer experience provided
at Gaylord Hotels, strong bookings of approximately 248,000 room
nights for all future periods were recorded in the quarter.
Rotational bookings accounted for approximately 37% of these room
nights.

At the property level, Gaylord Opryland Nashville generated RevPAR
of $94.35 in second-quarter 2003, which was consistent with
second-quarter 2002. Total revenue per available room was $179.51
in second-quarter 2003, an increase of 2.1% from the same period
in 2002. Occupancy increased 0.7 percentage points to 68.2% while
ADR decreased slightly from second-quarter 2002.

Gaylord Palms generated RevPAR of $141.15 in second-quarter 2003,
an increase of 23.1% from the same period in 2002. Total revenue
per available room at Gaylord Palms was $323.85 in second-quarter
2003, an increase of 27.3% over second-quarter 2002. The property
achieved significantly higher occupancy rates (82.4% in second-
quarter 2003), which helped drive substantial increases in
revenues generated outside of rooms. According to Smith Travel
Research, in the second quarter Gaylord Palms posted a 121% fair
share RevPAR index, ranking it No. 1 among its in-market
competitive set of convention properties. Year-to-date, Gaylord
Palms registered a fair share RevPAR index of 117%, also ranking
it No. 1 among its competitors.

During the quarter, Gaylord Palms was named an elite Four-Diamond
property by AAA for maintaining attentive service, upscale
facilities and a superior standard of hospitality. The destination
resort has also garnered Successful Meetings' Pinnacle Award and
has been named Florida Monthly's "Best Florida Resort" for the
second consecutive year.

On schedule to open in less than 10 months, the state-of-the-art,
1,511-room Gaylord Opryland Texas Resort & Convention Center
continues to progress with pre-opening preparations. Resort
management is successfully attracting and hiring the finest
hospitality talent in the Dallas-Fort Worth market, as well as
from other parts of the country. As of second-quarter 2003, the
Company had invested approximately $266.0 million in cash on the
project and expects to invest an additional $215.3 million to
complete construction. These figures include pre-opening expenses
of approximately $13.5 million through the second quarter of 2003
and $14.9 million to be incurred through completion.

"Our meetings-based hotel model delivered another quarter of solid
results, and we're delighted to be on schedule to expand our
Gaylord Hotels' network in Texas next April," Reed said. "Meeting
planners continue to seek and demand the superior customer
service, technology and facilities that Gaylord Hotels is uniquely
positioned to provide. Our mix of top-of-the-line accommodations,
unparalleled convention offerings and unique entertainment venues
differentiates us from our competitors and makes us the ideal
destination for large groups."

      Attractions

Attractions revenues were $15.2 million in second-quarter 2003, a
decrease of $0.2 million compared to second-quarter 2002.
Operating income in the Attractions segment was $0.2 million in
second-quarter 2003 compared to an operating income of $1.8
million in second-quarter 2002. Attractions EBITDA decreased to
$1.4 million in the latest quarter from $3.1 million in the same
period last year. Reduced Attractions revenue and EBITDA are due
primarily to weakness at Corporate Magic, the Company's corporate-
event production business.

Grand Ole Opry revenues increased slightly in the second quarter
over the same period last year. The Company has been able to drive
attendance consistently at the Grand Ole Opry through improved
marketing and by drawing the best performers in country music. On
June 14, Capitol Records recording artist Trace Adkins was invited
to become the newest member of the Grand Ole Opry. His formal
induction will take place on Aug. 23.

On May 2, "America's Grand Ole Opry Weekend" was successfully
launched via Westwood One's syndication distribution. In addition,
through the Company's previously announced marketing relationship
with Cumulus Media, "America's Grand Ole Opry Weekend" is being
broadcast on Cumulus-owned country stations.

"The Opry continues to expand its reach in attracting country
lifestyle enthusiasts from all over the world," Reed said. "Over
the last several months, we have successfully launched more
initiatives that support our goal of meeting the overwhelming
demand for quality country entertainment."

      Corporate and Other

Corporate and Other operating loss totaled $10.2 million for
second-quarter 2003, compared to an operating loss of $8.8 million
for second-quarter 2002. The higher operating loss in second-
quarter 2003 is primarily the result of a change in long-term
incentive compensation from an options based model to a
combination of options and restricted stock units. Corporate and
Other operating losses included non-cash and non-recurring charges
of $1.8 million and $1.7 million for the second quarters of 2003
and 2002, respectively. These charges account for items such as
depreciation, amortization and the non-cash portion of the Gaylord
Entertainment Center naming rights agreement expense.

                            Liquidity

At June 30, 2003, the Company had total long-term debt outstanding
of $470.7 million and cash of $172.9 million.

In May 2003, the Company closed its previously announced financing
facility of $225 million. The three-year, floating-rate credit
facility is comprised of a $25 million senior revolving facility,
a $150 million senior term loan and a $50 million subordinated
term loan. The senior loans are priced at LIBOR + 3.50%, and the
subordinated loan is priced at LIBOR + 8.00%, for a weighted
average pricing of LIBOR + 4.50%. Simultaneous with closing, the
Company engaged LIBOR interest rate swaps that effectively locked
LIBOR at 1.48% in year one and at 2.09% in year two.

The Company's $203.2 million senior loan and $66.0 million
mezzanine loan secured by Gaylord Opryland Nashville mature on
March 31, 2004, and April 1, 2004, respectively. Both loans
provide two one-year extension options. The Company intends to
exercise the extension option on the senior loan and to refinance
the mezzanine loan. Accordingly, the mezzanine loan has been
classified as a current liability.

"Our balance sheet continued to improve in the quarter as we
closed our $225 million financing facility," said David Kloeppel,
chief financial officer of Gaylord Entertainment. "Through our
successful divestiture program, we have also been able to retire
debt on Gaylord Palms, to fund the Gaylord Opryland Texas project
fully and to pursue appropriate growth opportunities selectively."

As previously disclosed in January 2003, the Company restated its
historical financial statements for 2000, 2001 and the first nine
months of 2002 to reflect certain non-cash changes, which resulted
primarily from a change to the Company's income tax accrual and
the manner in which the Company accounted for its investment in
the Nashville Predators. The Company has been advised by the
Securities and Exchange Commission Staff that it is conducting a
formal investigation into the financial results and transactions
that were the subject of the restatement by the Company. The
Company has been cooperating with the SEC Staff and intends to
continue to do so. Although the Company cannot predict the
ultimate outcome of the investigation, the Company does not
currently believe that the investigation will have a material
adverse effect on the Company's financial condition or results of
operation.

                            Outlook

The following information is based on current information as of
July 31, 2002. The Company does not expect to update guidance
until next quarter's earnings release; however, the Company may
update its full business outlook or any portion thereof at any
time for any reason.

"We have made significant progress establishing Gaylord
Entertainment as a hospitality industry leader," Reed said. "We
are continuing to book a significant number of room nights, and
occupancy is building nicely for all future years. That said, we
are seeing some short-term impact from the ongoing challenging
economic environment. In one instance, three large groups
scheduled for the third and fourth quarters at Gaylord Palms moved
their stays to 2004. We accommodated their needs, waiving current
attrition clauses to lock in long-term rotation programs for
multiple years. However, this activity leaves occupancy gaps in
both quarters. As we have noted previously, competition for short-
term bookings remains intense. However, call volumes from our
customers have increased, particularly in the corporate segment,
and we are working with record levels of prospective customers.
Looking forward, we remain cautiously optimistic for the coming 12
months."

Even considering the aforementioned cancellations, the Company
expects RevPAR for 2003 to be within the previously guided range
of 4%-7%. The Company expects RevPAR to decline approximately 3%
in third-quarter 2003 and approximately 2% in fourth-quarter 2003.

Total revenues for third-quarter 2003 are expected to be between
$95 million and $98 million, with EBITDA margin in the 10% range.

Capital expenditures for third-quarter 2003 are expected to be
between $55 million and $70 million and between $230 million and
$240 million for 2003.

Gaylord Entertainment, a leading hospitality and entertainment
company based in Nashville, Tenn., owns and operates Gaylord
Hotels branded properties, including the Gaylord Opryland Resort &
Convention Center in Nashville and the Gaylord Palms Resort &
Convention Center in Kissimmee, Fla., and the Radisson Opryland
Hotel in Nashville. The company's entertainment brands include the
Grand Ole Opry, the Ryman Auditorium, the General Jackson
Showboat, the Springhouse Golf Club, the Wildhorse Saloon and WSM-
AM. Gaylord Entertainment's stock is traded on the New York Stock
Exchange under the symbol GET. For more information about the
company, visit http://www.gaylordentertainment.com

As reported in Troubled Company Reporter's May 27, 2003 edition,
the National Hockey League's Nashville Predators filed suit
against Gaylord Entertainment Company (NYSE:GET) for failure to
meet its financial obligations regarding the naming rights of the
Gaylord Entertainment Center.

The suit was filed in the Chancery Court for Davidson County,
Tenn.

According to Predators attorney, Gaylord Entertainment did not
make its scheduled semi-annual payment of $1,186,565.50 that was
due in January 2003, despite formal written notification and
verbal contact. As a result, Gaylord is now in default. In
addition, the Predators reserve the right to pursue future claims
(more than $60,000,000) for the entire remaining term of the
naming rights agreement.


GEO SPECIALTY: Obtains Covenant Waiver under Sr. Credit Facility
----------------------------------------------------------------
GEO Specialty Chemicals, Inc., has obtained a 2nd quarter covenant
waiver from its senior lenders and will be in negotiations through
August concerning a further amendment to the terms of its senior
credit facility. The company has received a loan commitment which
will, subject to its bank negotiations, permit GEO to make the
$6.1 million interest payment due on its 10-1/8% Senior
Subordinated Notes within the 30-day grace period commencing
August 1st as provided in the governing indenture. As a result,
the interest payment will not be made on August 1st.

"The company is engaged in negotiations with its senior lenders
towards agreement on the terms of the amendment and has adequate
liquidity to meet its operating and trade obligations in the
ordinary course," according to William P. Eckman, its Chief
Financial Officer.

The company cited weak demand in its electronic chemicals and wire
and cable additives businesses. In addition, extraordinary price
increases in key raw materials and energy costs has curtailed its
first half profit performance. Management indicated that it
expects the full impact of its recent price increases and cost
reduction actions will improve second half earnings.

GEO is a global manufacturer of specialty chemicals serving the
water-treatment, rubber and plastics, coating, construction, opto-
electronics and compound semiconductor industries. GEO has
seventeen plants in the USA, two plants in Europe, and one in
Australia.

As reported in Troubled Company Reporter's March 5, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan ratings on GEO Specialty Chemicals
Inc., to 'B' from 'B+' and its subordinated debt rating to 'CCC+
from 'B-', citing the specialty chemicals company's continued
profitability weakness that has elevated near-term liquidity
concerns.

At the same time, Standard & Poor's placed all of its ratings on
GEO on CreditWatch with negative implications. The Cleveland,
Ohio-based company had $216 million of debt outstanding as of
September 30, 2002.


GRAPHIC PACKAGING: Gets Consents to Amend 8-5/8% Note Indenture
---------------------------------------------------------------
Graphic Packaging Corporation (NYSE: GPK) announced that as of
4:30 PM, New York City time, on July 31, 2003, it had received the
consents of holders of at least a majority of the outstanding
principal amount of its 8-5/8% Senior Subordinated Notes due 2012
(CUSIP No. 388684AB8) in the solicitation of consents to the
proposed amendments to the indenture governing the Notes. By the
terms of the tender offer and consent solicitation, as of the time
of this announcement, consents to the proposed amendments may no
longer be revoked and tenders of Notes may no longer be withdrawn.

By the terms of the consent solicitation, the consent expiration
date for the consent solicitation is 5:00 p.m., New York City
time, on Friday, August 1, 2003. Each holder of Notes who validly
consents to the proposed amendments at or prior to 5:00 p.m., New
York City time, on Friday, August 1, 2003, will be entitled to a
consent payment in the amount of $2.50 per $1,000 principal amount
of Notes tendered by such holder with respect to which consents
are delivered, if such Notes are accepted for purchase. Holders
who tender their Notes after such time and date will not be
entitled to receive the consent payment. The purpose of the
consent solicitation is to amend the indenture governing the Notes
to eliminate substantially all of the restrictive covenants and
certain events of default and related provisions contained in the
indenture. Graphic Packaging, the guarantors of the Notes and the
trustee under the indenture intend to execute a supplemental
indenture with respect to the indenture promptly after this
announcement.

As of 4:30 PM, New York City time, today, approximately $243.695
million of the $300 million outstanding principal amount of the
8-5/8% Senior Subordinated Notes due 2012 had been tendered.

Consummation of the tender 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 offer and solicitation. 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.

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.


HYPERTENSION DIAGNOSTICS: Ernst & Young Airs Going Concern Doubt
----------------------------------------------------------------
Hypertension Diagnostics, Inc. is engaged in the design,
development, manufacture and marketing of proprietary medical
devices that it believes non-invasively detect subtle changes in
the elasticity of both large and small arteries. Vascular
compliance or arterial elasticity has been investigated for many
years and clinical studies suggest that a lack of arterial
elasticity is an early indicator of vascular disease. The
Company's product provides important cardiovascular parameters
which it believes provide clinically beneficial information useful
in screening patients who may be at risk for future cardiovascular
disease, provides assistance to physicians with their diagnosis of
patients' cardiovascular disease, and allows for monitoring the
effectiveness of various treatments of patients with diagnosed
cardiovascular disease.

As of March 31, 2003, the Company had an accumulated deficit of
$20,047,351, attributable primarily to research and development
and general and administrative expenses. Until it is able to
generate significant revenue from its activities, the Company
expects to continue to incur operating losses. As of
March 31, 2003, it had cash and cash equivalents of $291,243, and
anticipates that these funds, in conjunction with revenue
anticipated to be earned from placements of its CVProfilor™
DO-2020 Systems, anticipated sales of our CR-2000 Research
Systems, as well as anticipated operating cost reductions, are
estimated to allow it to pursue its business development strategy
for approximately the next four months following March 31, 2003.
Because of these conditions, the Company's independent auditors,
Ernst & Young LLP, have expressed substantial doubt about the
Company's ability to continue as a going concern.


INTERLINE BRANDS: June 27 Net Capital Deficit Widens to $248MM
--------------------------------------------------------------
Interline Brands, Inc., a leading distributor and direct marketer
of maintenance, repair and operations products, reported increases
in operating income and cash flow from operations for the fiscal
quarter and six month periods ending June 27, 2003 compared to the
same periods in 2002. Operating income improved 4.5% for the
second quarter and 7.4% for the first half of 2003 on slightly
lower sales.

Interline's President and Chief Executive Officer Michael Grebe
commented on the company's performance for the period: "Our
earnings improvement during 2003 resulted from the successful
integration of Wilmar and Barnett onto a common operating
platform, which we completed in the fourth quarter of last year.
We expect to see additional benefits from the integration for the
next few quarters. During the quarter we also refinanced our debt
through a new bank facility led by JPMorgan and Credit Suisse
First Boston and through the issuance of $200 million 11-1/2%
Senior Subordinated Notes due 2011."

Net sales decreased by $3.5 million, or 2.1%, to $159.7 million in
the second quarter of fiscal 2003 from $163.1 million in the
comparable period for the prior year on the same number of
shipping days. Net sales decreased by $5.7 million, or 1.8%, to
$314.6 million in the six months ended June 2003 from $320.3
million in the comparable period for the prior year. These sales
results reflect continued weakness in the multi-family housing and
professional contractor markets, which are Interline Brands' two
largest customer markets.

Gross profit increased $0.3 million to $60.5 million in the second
quarter of fiscal 2003 from $60.2 million in the comparable period
in 2002. As a percentage of sales, gross profit increased 100
basis points to 37.9% in the second quarter of 2003 from 36.9% in
the second quarter of 2002.

Selling, general and administrative expenses increased by $0.3
million, to $41.4 million in the second quarter of 2003 from $41.1
million in the comparable period for the prior year. SG&A expenses
for the six months ended June 2003 increased $0.2 million, from
the comparable period for the prior year.

Operating income increased by $0.7 million, or 4.5%, to $16.1
million in the second quarter of 2003 from $15.4 million in the
comparable period for the prior year. For the first six months of
2003, operating income increased $2.1 million, or 7.4%, to $30.6
million from $28.5 million for the first six months of 2002. Net
cash provided by operating activities increased by $0.5 million to
$2.2 million in the second quarter of 2003 from $1.7 million in
the comparable period for the prior year and increased by $9.6
million to $12.6 million in the first six months of fiscal 2003
from $3.0 million in the comparable period for the prior year. The
increase in net cash provided by operating activities was the
result of higher operating income as well as successful working
capital efficiency initiatives that resulted in a $17.9 million
reduction in inventory levels from December 27, 2002.

During the second quarter, the company entered into a new $205
million Senior Secured Credit Facility and issued $200 million of
new 11.5% Senior Subordinated Notes due 2011. The proceeds from
the new credit facility and notes were used to refinance all
outstanding indebtedness under our prior credit facility and to
redeem the Company's 16% Senior Subordinated Notes due 2008. The
Company recorded a $14.9 million charge during the second quarter
for the early extinguishment of debt associated with the
refinancing transaction, including the write-off of unamortized
debt issuance and original issue discount costs, and prepayment
penalties on the senior subordinated notes.

Net income before early extinguishment of debt was $9.5 million
for the second quarter and $13.0 million for the first six months
of 2003, compared to $1.8 million and $4.9 million during the
respective periods in 2002. Net loss for the quarter and six
months ended June 2003, including the $14.9 million charge for the
early extinguishments of debt, was $5.4 million and $1.9 million,
respectively, compared to net income of $1.8 million and $4.9
million for the second quarter and six months ended June 2002.

Interline Brands' June 27, 2003 balance sheet shows a total
shareholders' equity deficit of about $248 million.

Interline Brands, Inc. is a privately held, direct marketing and
specialty distribution company with corporate offices in
Jacksonville, Florida. Interline sells maintenance, repair and
operations products with guaranteed same-day or overnight shipping
to professional contractors, facilities maintenance professionals,
hardware stores, and other customers across North America and
Central America. Interline's principal shareholders include
Parthenon Capital, JPMorgan Partners, General Motors Pension Fund,
Sterling Partners L.P. and management. To learn more about the
company visit http://www.Interlinebrands.com


INT'L UTILITY: Misses Interest Payment on 10.75% Sr. Sub. Notes
---------------------------------------------------------------
International Utility Structures Inc., did not make the scheduled
August 1, 2003 semi-annual interest payment in the aggregate
amount of US$3,750,000 due on its 10.75% Senior Subordinated Notes
due February 1, 2008 and its 13% Subordinated Notes due
February 1, 2008. Under the terms of the Indentures governing such
notes, the failure to pay will not become an Event of Default
immediately and may be cured by the Company within a period of 30
days.

During the next 30 days, the Company intends to consider all
alternatives available to it in order to secure financing to make
the interest payment and in order to commence the process of a
financial restructuring. The Company and its financial advisors
have already commenced discussions with various prospective
lenders. As part of the process, the Company intends to commence
discussions with the note holders immediately. In the interim, the
Company intends to carry on business as usual and continue
providing its high level of service and products to customers and
continue paying its suppliers on a timely basis.

Robert Jack, President & CEO said: "Our Company faces a difficult
and challenging task in embarking on a financial restructuring.
Every effort will be made by both management and the Board to
maintain and build value for our stakeholders".

International Utility Structures Inc., is a world leader in the
manufacture and marketing of metal overhead lighting, power line,
traffic and telecommunications support structures for customers in
more than 100 countries. Headquartered in Calgary, Alberta, IUSI
has manufacturing, design and engineering capacity in the United
States, France and Ireland. The Company's common shares trade on
the Toronto Stock Exchange under the symbol IUS.


KAISER: Government Seeks Stay Relief to Permit Debt Set-Off
-----------------------------------------------------------
The United States of America asks the Court to lift the automatic
stay to administratively offset any debt the U.S. Customs Service
owes to the Kaiser Aluminum Debtors against the Debtors'
prepetition federal corporate income tax liabilities for 2000 and
2001.

On January 30, 2003, the Customs Service filed a proof of claim
for multiple, unliquidated prepetition entries, which could
liquidate for an increase in duties pursuant to 19 CFR Part 159,
if the amount of duties owed for the entries are determined to
exceed the estimated duties the Debtors paid.  The proof of claim
discloses that Customs was holding $390,857 subject to set-off
against debts the Debtors owed.

On February 26, 2003, the Internal Revenue Service filed its
third amended proof of claim that set out a $1,660,792 priority
claim relating to the Debtors' federal corporate income tax and
interest liability for tax years 2000 and 2001.  The proof of
claim also states that it could be subject to set-off in an
amount not fixed from another federal agency.

Trial attorney David M. Katinsky, Esq., of the Tax Division of
the U.S. Department of Justice, states that the government can
set off the debt its agencies owe to an entity against a debt
that entity owes to another federal agency.  Mr. Katinsky notes
that Section 553 of the Bankruptcy Code provides that a creditor
bankruptcy maintains its right outside of bankruptcy to offset a
prepetition debt it owes the debtor against a mutual prepetition
debt the debtor owes it.  Thus, the United States is entitled to
off set any debt its Customs Service owes the Debtors against the
much larger debt the Debtor owes the IRS, provided that the
government establishes a colorable claim to set-off.  In Kaiser's
case, Mr. Katinsky asserts that the Debtors owe the United States
more than $1,600,000 and the United States has admitted in the
Customs Service's proof of claim that it could owe the Debtors
the $390,857 it is holding in estimated tax payments.  Given that
the United States and the Debtors have mutual debts, the stay
should be lifted to allow debt setoff. (Kaiser Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc., 609/392-0900)


KMART CORP: E. David Coolidge Discloses 10,000 Shares Ownership
---------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission on July 11, 2003, E. David Coolidge, III, discloses
that he beneficially owns 10,000 shares of Kmart Holdings
Corporation Common Stock.  Mr. Coolidge is the Chief Executive of
William Blair & Company, a privately owned investment banking
firm.  Mr. Coolidge is a director of Kmart Holdings. (Kmart
Bankruptcy News, Issue No. 60; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LB-UBS COMMERCIAL: Fitch Assigns Low-B Ratings to 3 Note Classes
----------------------------------------------------------------
LB-UBS Commercial Mortgage Trust, series 2003-C5, commercial
mortgage pass-through certificates are rated by Fitch Ratings as
follows:

         -- $145,000,000 class A-1 'AAA';
         -- $503,000,000 class A-2 'AAA';
         -- $220,000,000 class A-3 'AAA';
         -- $328,064,000 class A-4 'AAA';
         -- $1,405,068,726 class X-CL* 'AAA';
         -- $1,266,105,000 class X-CP* 'AAA';
         -- $22,833,000 class B 'AA+';
         -- $24,588,000 class C 'AA';
         -- $15,807,000 class D 'AA-';
         -- $15,807,000 class E 'A+';
         -- $22,833,000 class F 'A';
         -- $17,563,000 class G 'A-';
         -- $15,807,000 class H 'BBB+';
         -- $10,538,000 class J 'BBB';
         -- $14,051,000 class K 'BBB-';
         -- $12,294,000 class L 'BB+';
         -- $5,269,000 class M 'BB';
         -- $3,513,000 class N 'BB-';
         -- $7,025,000 class P 'NR';
         -- $3,513,000 class Q 'NR';
         -- $3,513,000 class S 'NR';
         -- $14,050,726 class T 'NR'.

                *Interest-Only

Classes P, Q, S and T are not rated by Fitch. Classes A-1, A-2, A-
3, A-4, B, C, D, E, F, and G are offered publicly, while classes
X-CL, X-CP, H, J, K, L, M, and N, are privately placed pursuant to
rule 144A of the Securities Act of 1933. The certificates
represent beneficial ownership interest in the trust, primary
assets of which are 80 fixed-rate loans having an aggregate
principal balance of approximately $1,405,068,727 as of the cutoff
date.


MADISON RIVER: Second Quarter 2003 Net Loss Narrows to $3.8 Mil.
----------------------------------------------------------------
Madison River Communications (MADRIV) announced its financial and
operating results for the second quarter and six months ended
June 30, 2003.

        2003 Second Quarter Financial and Operating Results

For the second quarter ended June 30, 2003, the Company reported
operating income of $10.8 million, an increase of $4.4 million, or
68.5%, from operating income of $6.4 million for the second
quarter ended June 30, 2002. Operating income in the Local
Telecommunications Division increased $2.9 million, or 26.2%, to
$14.0 million in the second quarter of 2003 from $11.1 million in
the second quarter of 2002. The Integrated Communications Division
reported an operating loss of $3.2 million in the second quarter
of 2003 compared to an operating loss of $4.7 million in the
second quarter of 2002, an improvement of $1.5 million, or 31.8%.

For the second quarter ended June 30, 2003, Adjusted Operating
Income, computed by taking operating income of $10.8 million and
adding back depreciation and amortization expenses of $13.1
million and long-term incentive plan expenses of $0.9 million, was
$24.8 million, an increase of $4.4 million, or 21.6%, from the
$20.4 million in Adjusted Operating Income reported in the second
quarter ended June 30, 2002. The ICD reported an operating loss of
$3.2 million, depreciation and amortization expenses of $3.8
million, resulting in Adjusted Operating Income of $0.6 million
for the second quarter of 2003, an improvement of $1.7 million
over the second quarter of 2002. The improvement in the ICD is the
result of lower cost of services and lower selling, general and
administrative expenses. The LTD, with operating income of $14.0
million, depreciation and amortization expenses of $9.3 million
and long-term incentive plan expenses of $0.9 million in the
second quarter of 2003, reported Adjusted Operating Income of
$24.2 million, an increase of $2.7 million, or 12.4%, over
Adjusted Operating Income of $21.5 million in the second quarter
of 2002. Approximately $1.5 million of the increase is attributed
to bad debt charges recognized in the second quarter of 2002 for
pre-bankruptcy filing amounts due from MCI Worldcom and Global
Crossing. The remaining portion of the increase is attributed to
lower cost of services and lower selling, general and
administrative expenses.

Revenues in the second quarter of 2003 were $46.0 million compared
to $44.8 million in the second quarter of 2002, an increase of
$1.2 million, or 2.7%. Revenues in the second quarter of 2003 in
the ICD were $3.5 million, a decrease of $0.2 million from
revenues of $3.7 million in the second quarter of 2002, or a 5.9%
decrease. In the LTD, revenues in the second quarter of 2003
increased $1.4 million, or 3.5%, to $42.5 million from $41.1
million in the second quarter of 2002. The increase in revenues in
the LTD is attributed to the $1.5 million in bad debt charges for
MCI Worldcom and Global Crossing recognized in the second quarter
of 2002 that resulted in lower revenues for that quarter.
Excluding these charges, revenues for the LTD would have decreased
$0.1 million and revenues for the Company would have decreased
$0.3 million when compared to the second quarter of 2002.

The Company incurred a net loss of $3.8 million in the second
quarter of 2003 compared to a net loss of $9.3 million in the
second quarter of 2002, an improvement of $5.5 million or 59.7%.
The LTD reported net income of $6.1 million in the second quarter
of 2003 compared to net income of $2.1 million in the second
quarter of 2002, an increase of approximately $4.0 million. The
increase is attributed primarily to the impact on net income in
the second quarter of 2002 from the $1.5 million bad debt charge
and a $2.1 million writedown of the carrying value of an equity
method investment. No comparable charges impacted net income in
the second quarter of 2003. In addition, interest expense in the
second quarter of 2003 was $1.0 million lower than the second
quarter of 2002 as a result of lower outstanding balances on long-
term debt and lower interest rates. The ICD's net loss in the
second quarter of 2003 was $9.9 million, an improvement of $1.5
million over the net loss of $11.4 million in the second quarter
of 2002 and is attributed primarily to the ICD's expense
reductions.

For the second quarter of 2003, the LTD reported revenues of $42.5
million, Adjusted Operating Income of $24.2 million and an
Adjusted Operating Income margin of 56.8%. The Adjusted Operating
Income margin is computed by dividing the LTD's Adjusted Operating
Income of $24.2 million by the LTD's revenues of $42.5 million.
Sequentially, this compares to revenues of $41.5 million, Adjusted
Operating Income of $25.8 million and an Adjusted Operating Income
margin of 62.2% in the first quarter of 2003. Adjusted Operating
Income decreased by $1.6 million, or 6.6%, on a sequential quarter
basis. The LTD's Adjusted Operating Income in the first quarter of
2003 reflects a one- time, non-cash pension curtailment gain that
lowered its operating expenses by $2.1 million. Excluding the
impact of this gain on first quarter results, Adjusted Operating
Income would have increased $0.5 million, or 1.9% primarily as the
result of a $0.9 million increase in revenues.

As of June 30, 2003, the LTD had approximately 206,985 voice
access and DSL connections in service compared to approximately
209,530 connections in service at June 30, 2002, a decrease of
approximately 2,545 connections, or 1.2%. The change consisted of
a decrease in voice access lines of approximately 7,620 lines
offset by an increase of approximately 5,075 DSL connections.
Compared to the second quarter of 2002, DSL connections increased
35.3%. The LTD had approximately 187,545 voice access lines in
service at June 30, 2003 compared to approximately 195,165 voice
access lines in service at June 30, 2002. The decrease is
primarily attributable to the weak economy, particularly in the
Company's Illinois operations, and to the effect of the 3rd
Infantry Division's deployment from Fort Stewart, Georgia.
Approximately 84% of the decrease in voice access lines occurred
in the Illinois and Georgia operations. The LTD's operating
results continue to reflect the impact of the full troop
deployment at Fort Stewart that took place early in 2003. Though
the Georgia operations have seen some improvement in recent weeks,
uncertainty still remains regarding when the return of significant
numbers of troops will commence. Therefore, the full extent of the
impact on operations continues to be difficult to predict and will
vary depending on, among other factors, the duration of the troop
deployment.

Sequentially, voice access and DSL connections in the LTD at
June 30, 2003 increased by approximately 740 connections, or 0.4%,
from March 31, 2003. The increase is comprised of a decrease of
approximately 760 voice access lines, or 0.4%, and an increase of
approximately 1,500 DSL connections, or 8.4%. Of the 206,985 total
connections, approximately 128,175 are residential lines, 59,370
are business lines and 19,440 are DSL connections. In addition,
the LTD had approximately 93,900 long distance accounts and 25,780
dial-up Internet subscribers at June 30, 2003.

The ICD reported Adjusted Operating Income in the second quarter
of 2003 of $0.6 million, an improvement of $1.7 million from the
$1.1 million Adjusted Operating Loss reported in the second
quarter of 2002. The improvement in ICD's Adjusted Operating
Income was primarily the result of lower operating expenses. ICD
revenues in the second quarter of 2003 were $3.5 million compared
to $3.7 million for the second quarter of 2002, a decrease of $0.2
million, or 5.9%. As of June 30, 2003, the ICD had approximately
15,965 voice and 713 DSL connections in service compared to
approximately 15,895 voice and 680 DSL connections in service at
June 30, 2002. On a sequential quarter basis, the ICD's revenues
decreased $0.1 million, or 1.6%, while Adjusted Operating Income
decreased $0.4 million, or 39.1%. The ICD's operating results in
the first quarter of 2003 reflect the reduction in operating
expenses from the one-time, non-cash pension curtailment gain of
$0.6 million. Excluding the impact of this gain, Adjusted
Operating Income would have increased $0.1 million, or 25.9%, on a
sequential quarter basis. The ICD renewed approximately 81% of its
expiring contracts with customers with an average increase in
monthly recurring revenues of 20% in the first six months of 2003
compared to its renewal success rate in 2002 of 86% with a 32%
increase in monthly recurring revenues. As of June 30, 2003, the
ICD's days sales outstanding on net accounts receivable was
approximately 34 days.

J. Stephen Vanderwoude, Chairman and Chief Executive Officer,
commented, "We are pleased with our performance this year
particularly in light of the difficult economy and the troop
deployments we have experienced. Our solid financial performance
is due in no small part to the success we have experienced in DSL.
We believe that the investments we made early in our network and
training have contributed significantly to the success of our DSL
product and its penetration. Similarly, we believe that it is time
for us to look into video to assess its fit in our product mix.
Finally, voice access line losses have slowed significantly and we
have begun to see firming of demand in our North Carolina, Georgia
and Alabama operations."

                   2003 Six Month Financial Results

For the six months ended June 30, 2003 and 2002, revenues were
$91.2 million and $90.8 million, respectively. By division, in the
first six months of 2003, the LTD reported revenues of $84.0
million and the ICD reported revenues of $7.2 million. The LTD's
revenues in the first six months of 2003 increased approximately
$1.0 million over the first six months of 2002. The increase is
primarily attributed to a $1.3 million increase in Internet and
enhanced data service revenues and a $1.6 million increase in
miscellaneous revenues. In the first six months of 2003, Internet
and enhanced data service revenues increased as the number of DSL
connections increased by approximately 5,075 connections, or
35.3%. Miscellaneous revenues reflect the negative impact of the
$1.5 million bad debt charge on revenues in the first six months
of 2002. These increases were offset by a $2.3 million decrease in
local service revenues that is the result of voice access line
losses and expected lower network access revenues. The ICD
reported a decrease in revenues of $0.6 million, or 7.5%, for the
six month period ended June 30, 2003 compared to the same period
in 2002. The decrease is attributed to lower local service
revenues of $0.5 million and lower transport revenues of $0.4
million.

Adjusted Operating Income improved by $10.1 million, or 24.3%, to
$51.7 million in the first six months of 2003 compared to $41.6
million in the first six months of 2002. Approximately $2.7
million of the $10.1 million increase in Adjusted Operating Income
is attributed to the one-time, non-cash gain from the pension
curtailment in the first quarter of 2003. The Company's non-
contributory, defined benefit pension plan for qualified
employees, sponsored by Madison River Telephone Company, was
frozen in the first quarter of 2003. The curtailment resulted in
an immediate net gain of $2.8 million, of which $2.7 million
resulted in a reduction in pension expense and $0.1 million in a
reduction of capital additions. The gain was recognized in the
first quarter of 2003 and allocated between the Company and its
affiliates who participate in the plan. Although further accrual
of benefits by plan participants is frozen, the Company has a
continuing obligation to fund the plan and continues to recognize
net periodic pension expense. Approximately $2.1 million of the
net gain was recognized as a reduction of expenses in the LTD and
$0.6 million as a reduction of expenses in the ICD. In addition,
Adjusted Operating Income for the first six months of 2002
includes a bad debt charge of $1.5 million for MCI Worldcom and
Global Crossing. Excluding the impact of pension curtailment gain
and the bad debt charges, Adjusted Operating Income would have
increased approximately $5.9 million, or 13.6%.

Adjusted Operating Income by division for first six months of 2003
was $50.0 million for the LTD and $1.7 million for the ICD.
Adjusted Operating Income in the ICD in the first six months of
2003 improved $3.8 million over the same period in 2002.
Approximately $0.6 million of the improvement is attributed to the
pension curtailment gain with the remaining improvement coming
primarily from reductions in operating expenses. In the LTD,
Adjusted Operating Income in the first six months of 2003
increased $6.3 million over Adjusted Operating Income in the first
six months of 2002. Approximately $2.1 million of the increase is
attributed to the pension curtailment gain in 2003 and $1.5
million from the bad debt charge taken in 2002. Excluding the
impact of these two items, Adjusted Operating Income in the LTD
would have increased $2.6 million, or 5.9%. The remaining increase
was primarily the result of expense reductions.

As of June 30, 2003, the Company had approximately $42.9 million
in liquidity consisting of $22.9 million in cash on hand and $20.0
million in fully available credit facilities with the Rural
Telephone Finance Cooperative ("RTFC"). Capital expenditures for
the six months ended June 30, 2003 of approximately $4.0 million
are in line with our expectation of total capital expenditures of
approximately $12.0 million to $13.0 million for 2003.

The Company completed an amendment to its loan agreement with RTFC
which, among other things, allows the Company greater operating
flexibility through an increase in its liquidity. Under the terms
of the amendment, the maturity of the loan will be extended by one
year to 2016 with a reduction in scheduled principal payments
through 2010. The amendment also provides for revised financial
covenants including RTFC approval of capital expenditures and
acquisitions, an average increase of approximately 45 basis points
in the interest rates on long-term debt outstanding to the RTFC,
and annual mandatory pre-payments of principal, beginning in 2005
utilizing 2004 fiscal year financial results, computed as cash
flow from operations in excess of certain agreed upon expenditures
as defined in the amendment.

Madison River Capital, LLC operates as Madison River
Communications and is a wholly owned subsidiary of Madison River
Telephone Company, LLC. Madison River Communications operates and
enhances rural telephone companies and uses advanced technology to
provide competitive communications services in its edge-out
markets. Madison River Telephone Company, LLC is owned by
affiliates of Madison Dearborn Partners Inc., Goldman, Sachs & Co.
and Providence Equity Partners, the former shareholders of Coastal
Utilities, Inc. and members of management.

As reported in Troubled Company Reporter's May 13, 2003 edition,
Standard & Poor's Ratings Services revised the outlook on
Madison River Telephone Co. LLC (corporate credit rating 'B') and
related entities to negative from stable because of the continued
loss in access lines related to the economy, and the uncertainty
related to the full impact of Fort Stewart, Georgia's troop
deployment on that local community's access lines.

As of March 31, 2003, total debt outstanding was about $654.9
million. Net debt, excluding the Rural Telephone Finance
Cooperative subordinated capital certificates, was about $611
million.


MAGELLAN HEALTH: Files 2nd Amended Plan & Disclosure Statement
--------------------------------------------------------------
Magellan Health Services, Inc., and its debtor-affiliates present
the Court with their Second Amended Reorganization Plan and
Disclosure Statement dated July 25, 2003.

The Court will convene a hearing on August 7, 2003 at 2:30 p.m.
to consider the adequacy of the information contained in the
Debtors' Second Amended Disclosure Statement.

After a series of discussions and negotiations with the Debtors'
primary creditor constituencies, Onex and other potential third-
party investors, regarding an equity proposal that would meet the
condition provided for in the March 26 Plan, the Debtors
determined that the last proposal submitted by Onex would be the
most beneficial to both the Debtors' estates and their creditors.

The Debtors' Second Amended Plan incorporates the agreements
between the Debtors and Onex.

Under the Second Amended Plan, the new capital structure for
Reorganized Magellan will consist of:

      A. New Senior Secured Credit Agreement: Approximately
         $115,800,000 in term loans, $45,000,000 in loans under a
         rollover facility and $75,300,000 in reimbursement
         obligations for outstanding letters of credit, which will
         be obligations of Reorganized Magellan, guaranteed by the
         wholly owned subsidiaries of Reorganized Magellan and
         secured by substantially all of the assets of Reorganized
         Magellan and its subsidiaries that guarantee the New
         Facilities;

      B. New Senior Notes: Up to $275,000,000 in unsecured senior
         notes of Reorganized Magellan;

      C. New Aetna Note: $47,700,000 note of Reorganized Magellan;

      D. New Common Stock: Up to 12,631,579 shares of common stock
         of Reorganized Magellan, par value $0.01 per share,
         allocated as:

         -- 10,000,000 shares of New Common Stock issued to holders
            of Claims and Interests in the Debtors; provided that
            the holders in Class 8 and Class 9 have the right to
            elect to be distributed cash in lieu of the shares
            under the Partial Cash-Out election at a price of
            $22.50 per share for up to 2,222,222 shares; and

         -- up to 2,631,579 shares of New Common Stock issued upon
            exercise of the Equity Subscription Right and to the
            Equity Investor to the extent the Equity Subscription
            Rights are not exercised;

      E. MVS Securities: Up to 7,485,380 shares of MVS Securities,
         allocated as:

         -- 2,631,579 shares directly to Equity Investor at a price
            of $28.50 per share;

         -- up to 2,631,579 shares to Equity Investor to the extent
            shares if New Common Stock not purchased in Equity
            Offering at a price of $28.50 per share; and

         -- up to 2,222,222 shares to Equity Investor to the extent
            the Partial Cash-out Election is exercised at a price
            of $22.50 per share;

      E. New Warrants: Warrants to purchase 248,185 shares of New
         Common Stock;

      F. New Aetna Warrant: Warrants to purchase 100,000 shares of
         New Common Stock; and

      G. Option or other stock-based awards: 10% of the New Common
         Stock after giving effect to the Equity Offering and
         conversion of the MVS Securities issued in connection with
         the Investment reserved for issuance.

A full-text copy of the Debtors' Second Amended Reorganization
Plan is available for free at:

          http://bankrupt.com/misc/2nd_AmendedPlan.pdf

A full-text copy of the Debtors' Second Amended Disclosure
Statement is available for free at:

    http://bankrupt.com/misc/2nd_AmendedDisclosureStatement.pdf

(Magellan Bankruptcy News, Issue No. 11: Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MARSH SUPERMARKETS: Hosting First Quarter Conference Call Today
---------------------------------------------------------------
Marsh Supermarkets, Inc. (Nasdaq:MARSA) (Nasdaq:MARSB) will
release first quarter fiscal 2004 earnings today.

Marsh's management will discuss the quarter results at 4:00 p.m.
eastern time (3:00 p.m. central time) in a conference call. The
conference call will be simulcast on the internet and will be
available for replay on the Marsh website at http://www.marsh.net
or at http://www.irconnect.com/marsa

Marsh is a leading regional chain, operating 67 Marsh(r)
supermarkets, 34 LoBill Foods(r) stores, 3 Savin*$(r), 9 O'Malia
Food Markets, and 167 Village Pantry(r) convenience stores in
central Indiana and western Ohio. The Company also operates
Crystal Food Services(tm), which provides upscale catering,
cafeteria management, office coffee, vending and concessions;
Primo Banquet Catering and Conference Centers; McNamara Florist
and Enflora - Flowers for Business(r).

Marsh is a publicly held company whose stock is traded on the
NASDAQ National Market System (MARSA and MARSB).

                         *   *   *

As previously reported, Standard & Poor's Ratings Services
lowered its corporate credit rating on Indianapolis, Ind.-based
Marsh Supermarkets Inc. to 'BB-' from 'BB' based on weak sales
trends and declining EBITDA in recent quarters.

The outlook is negative. Approximately $206 million of debt is
affected by this action.


MDC CORPORATION: Completes Plan of Arrangement with Maxxcom Inc.
----------------------------------------------------------------
MDC Corporation Inc. of Toronto and Maxxcom Inc., announced the
completion of the previously- announced acquisition by MDC of all
of the issued and outstanding common shares of Maxxcom not already
owned by MDC by way of a court-approved Plan of Arrangement.

The Arrangement was approved by more than 99% of the shareholders
of Maxxcom that voted on the Arrangement at Thursday's annual and
special meeting of Maxxcom shareholders. The Arrangement also
received final approval today by the Ontario Superior Court of
Justice.

Pursuant to the Arrangement, Maxxcom shareholders (other than MDC)
received 1 MDC Class A subordinate voting share for every 5.25
Maxxcom common shares they owned, resulting in the issuance by MDC
of approximately 2.47 million Class A Shares to such shareholders.
After giving effect to the acquisition, MDC has approximately
18.94 million Class A Shares issued and outstanding.

"We are delighted with the overwhelming support received for the
transaction, which substantially completes the restructuring of
MDC we began almost two years ago." said Miles S. Nadal, Chairman
and CEO of MDC. "MDC has returned to its grass roots. We are once
again a pure play in marketing communications but with greater
strength and potential. With a strong balance sheet and upside
potential in our non-core assets, we now have the ability to drive
value organically and complement our growth with strategic
acquisitions," added Nadal.

MDC owned approximately 36.1 million Maxxcom common shares or
approximately 74% of the approximately 49.1 million outstanding
Maxxcom common shares prior to giving effect to the Arrangement.
Miles S. Nadal, who is presumed to be acting jointly or in concert
with MDC, owned 17,634 common shares of Maxxcom.

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

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

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

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


MIRANT CORP: Court Fixes November 19 Bar Date for All Creditors
---------------------------------------------------------------
According to Tawana C. Marshall, the Clerk of the Bankruptcy
Court for the Northern District of Texas, all creditors have
until November 19, 2003, to file any proof of claim against
Mirant's estates.  Creditors wishing to file claim must submit a
formal written proof of claim so that it is actually received by
the Bankruptcy Clerk's office on or before Nov. 19.  Claim forms
should be mailed to:

                 Bankruptcy Clerk's Office
                 501 W. Tenth Street
                 Forth Worth, Texas 76102
                 Telephone No. 817-333-6000

Governmental units have until January 10, 2004 to file their
claim, pursuant to Rule 3002(c) of the Federal Rules of
Bankruptcy Procedure. (Mirant Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NEWCOM INT'L: Operating Losses Prompt Going Concern Uncertainty
---------------------------------------------------------------
On July 24, 2003, the firm of McKennon, Wilson & Morgan LLP was
dismissed as independent auditors of NewCom International, Inc.
The accounting firm of Phol, McNabola, Berg & Company was engaged
by the Company to serve as the principal accountants to audit the
Company's financial statements.

The audit reports of McKennon, Wilson & Morgan LLP for the years
ended December 31, 2000 and 2001 were qualified or modified as to
uncertainty as follows:

"The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern...[T]he Company
has incurred operating losses, and it has excess current
liabilities over current assets, as well as a shareholders'
deficit. These  conditions raise substantial doubt about its
ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome
of this uncertainty."


NORSKE SKOG: 16% US Dollar Slide Erodes Second Quarter Gains
------------------------------------------------------------
The sputtering U.S. economy and accompanying foreign exchange
impact of the stronger Canadian dollar versus its American
counterpart negatively impacted NorskeCanada's (Norske Skog Canada
Limited) second quarter results.

Despite significant currency hedging, the sharply depreciated U.S.
dollar in the current quarter cost the company $13 million in lost
operating earnings, as the majority of the company's sales are in
U.S. dollars.

"A 16 per cent slide in the U.S. dollar relative to the Canadian
dollar since the beginning of 2003 effectively negated the
positive impact of improved pulp and paper transaction prices",
said Russell J. Horner, NorskeCanada's President and CEO.

In spite of these challenges, the company recorded a number of
highlights in the quarter, notably continued solid progress
towards its December 2003 $100 million annualized run-rate
performance improvement target and a US$150 million senior notes
issue in May.

"We delivered additional performance improvement savings of $5
million ($20 million annualized), on top of the $15 million ($60
million annualized) achieved in the previous quarter. This takes
our annualized run-rate improvement to $80 million at the end of
June," said Horner. Horner added that the successful US$150
million bond offering in May has significantly enhanced the
company's liquidity.

For the second quarter of 2003, the company recorded a net loss of
$18.3 million and earnings before interest, taxes, depreciation
and amortization, and before other non-operating income and
expenses (EBITDA) of $9.6 million on net sales of $383.7 million.
The net loss for the current quarter included an after-tax foreign
exchange gain arising from the translation of U.S. dollar
denominated debt of $19.5 million.

For the first quarter of 2003, the company recorded a net loss of
$24.8 million and EBITDA of $11.8 million on net sales of $385.8
million. The net loss for the first quarter included an after-tax
gain on translation of US$ debt of $12.8 million.

For the three months ended June 30, 2002, the company incurred a
net loss of $24.4 million and generated EBITDA of $6.0 million on
net sales of $359.8 million. The net loss included an after-tax
gain on translation of US$ debt of $13.2 million.

For the first six months of 2003, the company's net loss was $43.1
million and EBITDA was $21.4 million on net sales of $769.5
million. For the same period a year earlier, the company reported
a net loss of $65.9 million and EBITDA of $3.9 million on net
sales of $684.1 million. The net loss for the first half of 2003
included an after-tax gain on translation of US$ debt of $32.3
million, compared to $13.4 million for the same period in 2002.

Market demand for most paper grades remained sluggish through the
current period. Year-over-year newsprint advertising lineage
showed a marginal improvement, and uncoated groundwood specialty
grades also recorded only a moderate increase over the same
period. On a more positive note, the recent pick-up in demand for
coated papers continued through the quarter. Year-over- year sales
volumes of the company's lightweight coated paper were up 23 per
cent.

The industry operated at less than full production, which kept
mill newsprint inventories low. The conversion of machines out of
certain specialty and newsprint grades continues to improve the
market structure. North American newsprint prices, which have been
very slow to recover to normal levels, got a boost during the
quarter as the result of the implementation of a US$30 per tonne
price increase.

Horner said the company's pulp business was also affected by the
weaker U.S. dollar as well as the SARS outbreak in Asia, and a
drawdown of inventory by Chinese buyers. Pulp prices, which had
been gaining strength earlier in the year, weakened late in the
quarter in the face of softening demand and rising Norscan
inventories.

The sources of the company's performance improvement gains in the
current quarter mirrored those in the first quarter, with
improvements in productivity and input costs leading the way. "We
remain well on track to achieve our targeted $100 million of
annualized run-rate performance improvements over 2002 results, by
the end of this year," said Horner.

The company continued to maintain a tight control over working
capital and capital spending during the current quarter. Cash flow
from operations was $20.1 million during the quarter, an
improvement from negative $5.6 million for the second quarter of
2002 and negative $32.3 million for the previous quarter ended
March 31, 2003.

Approximately $134 million of the $213 million proceeds from the
issue of US$150 million senior notes were used to repay the
outstanding balance on the company's revolving operating loan. The
remaining cash is being applied for general corporate purposes,
including the funding of capital expenditures.

"With markets unsettled and many factors beyond our control, we
remain highly focussed on those aspects of our business where we
can make a difference," Horner said.

In February 2003, Standard & Poor's lowered its credit rating of
the Company's long-term corporate and senior unsecured debt by one
level, from BB+ to BB, and affirmed its existing debt on its
senior secured debt as BB+. S&P's outlook for the Company's
business is stable.


NORSKE SKOG: Extends Senior Debt Exchange Offer to August 15
------------------------------------------------------------
Norske Skog Canada Limited (TSX: NS), announced that it is
extending the expiration date for its offer to exchange
U.S.$400,000,000 aggregate principal amount of its 8-5/8% Series D
Senior Notes Due 2011, which have been registered under the
Securities Act of 1933, as amended, for U.S.$250,000,000 aggregate
principal amount of its 8-5/8% Senior Notes Due 2011 and
U.S.$150,000,000 aggregate principal amount of its 8-5/8% Series C
Senior Notes Due 2011 until 5:00 p.m. New York City time on
August 15, 2003, unless further extended by Norske Skog Canada
Limited prior to such time.

The expiration date for the Exchange Offer was 5:00 p.m., New York
City time, on July 31, 2003, at which point, approximately
U.S.$246,865,000 of the U.S.$250,000,000 aggregate principal
amount of the outstanding 8-5/8% Senior Notes Due 2011 and
U.S.$150,000,000 of the U.S.$150,000,000 aggregate principal
amount of the outstanding 8?% Series C Senior Notes Due 2011 had
been tendered for exchange.

The extension is intended to allow additional time for the holders
of the remaining outstanding Old Notes to tender in exchange for
the New Notes. As a result of the extension, tenders of the Old
Notes, received to date, may continue to be withdrawn at any time
on or prior to the new expiration date.

This announcement shall serve to amend and supplement the
Prospectus, dated June 18, 2003, relating to the Exchange Offer,
and the related letter of transmittal and other documentation,
solely with respect to the extension of the expiration date
referred to herein. All other terms of the Exchange Offer
Prospectus, the letter of transmittal and other documentation
shall remain in full force and effect.

Capitalized terms used herein which are not otherwise defined
shall have the meanings given to them in the Exchange Offer
Prospectus. Holders of Old Notes can obtain copies of the Exchange
Offer Prospectus, and the related letter of transmittal and other
documentation from the exchange agent, Wells Fargo Bank Minnesota,
National Association, attention: Joseph O'Donnell.

                         *      *      *

In February 2003, Standard & Poor's lowered its credit rating of
the Company's long-term corporate and senior unsecured debt by
one level, from BB+ to BB, and affirmed its existing debt on its
senior secured debt as BB+. S&P's outlook for the Company's
business is stable.


NRG ENERGY: Court Okays Leonard Street's Engagement as Counsel
--------------------------------------------------------------
NRG Energy, Inc., and its debtor-affiliates sought and obtained
the Court's authority to employ Leonard Street as its special
regulatory counsel.

In particular, Leonard Street will:

     (a) prepare and file pleadings with, and participate in
         various regulatory proceedings, conferences, and
         evidentiary hearings before, the Federal Energy Regulatory
         Commission on various matters involving NRG's generation
         assets, fuel supply and transportation arrangements;

     (b) prepare and file pleadings with, and participate in
         proceedings and hearings before, various state energy
         regulatory commissions on matters involving NRG's
         generation assets;

     (c) litigate matters arising out of NRG's ownership and
         operation of its generation facilities and any attendant
         fuel procurement and power marketing activities before
         federal and state courts and in any alternative dispute
         resolution proceedings;

     (d) advise the Debtors on the roles and operations of regional
         power markets administered by federally approved electric
         system operators and represent Debtors in rule changes
         proposed by the operators and in disputes with the
         operators; and

     (e) draft, negotiate mid finalize agreements, and advise
         Debtors regarding agreements, involving procurement of
         fuels or trading of electricity from Debtors' generation
         facilities.

Leonard Street will charge for its legal services on an hourly
basis in accordance with its ordinary and customary hourly
rates and seek reimbursement of actual and necessary out-of-
pocket expenses.  The current hourly rates for Leonard &
Street's professionals are:

     Professional         Position      Hourly Rate
     ------------         --------      -----------
     Fred Morris          Attorney         $337
     Steve Weiler         Attorney          355
     Bob Hirasuna         Attorney          355
     James J. Bertrand    Attorney          288
     Marcia Stanford      Attorney          238
     Stan Wolf            Attorney          270
     Nancy Wiltgen        Attorney          252
     Doug Greenswag       Attorney          324
     Tammy Ptacek         Attorney          324
     Jean Hamm            Attorney          202
     Robert Striker       Attorney          202
     Larry Ricke          Attorney          261
     John Wachtler        Attorney          166
     Thanh Bui            Attorney          135
     Sue Patterson        Paralegal         144
     Rodney Coffer        Paralegal         112
(NRG Energy Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


OGLEBAY NORTON: Defers Interest Payment on 10% Senior Sub. Notes
----------------------------------------------------------------
Oglebay Norton Company (Nasdaq: OGLE) reports its results for the
second quarter and half-year ending on June 30, 2003. Results
include:

* Revenues for the quarter were $116.5 million compared to $112.6
   million in the year-earlier period. Revenues for the six-month
   period were $179.4 million compared to $174.9 million in the
   prior-year six-month period.

* The company recorded a $13.1 million, or $1.57 per diluted
   share, asset impairment charge to reduce the net book value of
   the Performance Minerals segment's mica operations to their
   estimated fair value, as determined by a third-party appraisal.

* Operating loss for the quarter, including the impact of the
   asset impairment charge, was $6.2 million compared to operating
   income of $15.5 million in the second quarter of 2002. For the
   2003 half-year period, including the impact of the asset
   impairment charge, operating loss was $8.4 million compared to
   operating income of $17.0 million for the 2002 half-year period.

* Net loss for the quarter, including the impact of the asset
   impairment charge, was $12.6 million, or $2.47 per diluted
   share, compared to net income of $3.5 million, or $0.70 per
   diluted share, for the second quarter last year. Net loss for
   the six months, including the impact of the asset impairment
   charge, was $23.6 million, or $4.64 per share, compared to a net
   loss of $1.9 million, or $0.39 per share, for the same period
   last year.

* Earnings before interest, taxes, depreciation and amortization
   (EBITDA) were $17.3 million compared to $24.9 million in the
   second quarter 2002. EBITDA for the half-year was $20.5 million
   compared to $31.1 million in the year-earlier six months (see
   attached financials for GAAP reconciliation).

Oglebay Norton's June 30, 2003 balance sheet shows that its total
current liabilities exceeded its total current assets by about
$257 million.

Oglebay Norton President and Chief Executive Officer Michael D.
Lundin said: "As previously disclosed, we are in ongoing
negotiations with our syndicated bank group and senior note
holders to amend our credit agreements. We remain committed to the
negotiation process and to finalizing a definitive long-term
agreement. To that end, the Company has chosen to defer paying
bond interest due on August 1, 2003, on its 10%, 2/1/09, Senior
Subordinated Notes. Although the Company has the financial ability
to make the interest payment, we have elected to take advantage of
the 30-day grace period and defer payment until we reach
definitive agreements with our senior secured lenders. We are
currently operating under waivers from our senior secured lenders,
which expire on August 15, 2003."

Commenting on the second quarter results, Lundin said, "Revenues
for the quarter were essentially flat excluding the effect of the
first quarter 2003 Erie Sand & Gravel acquisition. However, weak
demand for limestone and shipping services in Great Lakes Minerals
and for lawn and garden products in the Southeast caused us to
reduce production volumes and draw down inventories. In addition,
increased energy expenses and other costs further negatively
impacted overall operating results."

The Great Lakes Minerals segment's revenues for the quarter
increased to $47.2 million from $46.9 million in the second
quarter 2002. Decreased limestone shipments from the segment's
quarries and decreased shipments on the segment's fleet resulting
from reduced demand were offset by the increase in revenue due to
the Erie Sand & Gravel acquisition. Operating margins declined to
6.0% for the quarter compared with 17.3% for the same period in
2002. Operating income decreased to $2.8 million compared to $8.1
million for the same period in 2002. The decrease in operating
income and margin is primarily due to higher fuel and utility
costs and the effect of lower production volumes.

The Global Stone segment's revenues for the quarter were $47.3
million, up from $43.7 million in the 2002 second quarter. The
increase in revenues is attributable to increased shipments of
fillers and lime. This increase was partially offset by a decrease
in shipments of lawn and garden products due in part to higher
than normal rainfall along the Shenandoah Valley corridor.
Operating margins declined to 10.3% for the quarter compared with
12.8% in last year's second quarter as operating income for the
quarter was $4.9 million compared to $5.6 million in last year's
second quarter. The decrease in operating income and margin is
primarily due to increased energy expenses and lower production
volume in the lawn and garden business.

The Performance Minerals segment's revenues for the quarter were
$22.9 million compared to $23.5 million in the same period last
year. The decline in revenues is primarily the result of modest
pricing erosion partially offset by a slight volume increase. The
segment recorded an operating loss for the quarter of $9.5
million, including the $13.1 million asset impairment charge,
compared with operating income of $4.6 million in last year's
second quarter. Excluding the impairment charge, operating margins
for the quarter were 15.9% compared with 19.5% in the year-earlier
period. The decline resulted from increased energy expenses
coupled with shifts in mix to lower margin products.

Lundin concluded: "We have undertaken a number of measures to
contain costs and improve working capital, including inventory
management. We continue to seek strategic buyers for certain of
our assets in order to permanently reduce our long-term debt. We
have engaged Harris Williams & Company, one of the largest,
middle-market M&A firms in the country, to assist us in this asset
sale process."

Oglebay Norton Company, a Cleveland, Ohio-based company, provides
essential minerals and aggregates to a broad range of markets,
from building materials and home improvement to the environmental,
energy and metallurgical industries. Building on a 149-year
heritage, our vision is to become the premier growth company in
the industrial minerals industry. The company's Web site is
located at http://www.oglebaynorton.com


OM GROUP: Completes Sale of Precious Metals Business to Umicore
---------------------------------------------------------------
OM Group, Inc. (NYSE: OMG) has completed the previously announced
sale of its Precious Metals business to Umicore for euro 697
million, or $814 million. OMG will use net proceeds of
approximately $730 million to reduce debt.

"This transaction is a significant milestone in our strategic plan
for several reasons," said James P. Mooney, chairman and chief
executive officer. "It allows us to dramatically improve our
balance sheet and to focus solely on continuing to increase the
profitability of our core Base Metals business. Likewise, it
enables us to meet all of the terms and conditions of our amended
Revolving Credit Facility and Term Loan Agreement with respect to
asset sales long before the December 31, 2003, deadline."

According to Thomas R. Miklich, OMG's chief financial officer,
"The resulting debt reduction from this transaction will give the
Company increased financial flexibility for its Base Metals
business." He added, "The Company has secured a commitment for a
new underwritten credit facility, which is expected to close in
early August. "

Headquartered in Cleveland, Ohio, OM Group operates manufacturing
facilities in the Americas, Europe, Asia, Africa and Australia.
For more information on OM Group, visit the Company's Web site at
http://www.omgi.com

As reported in Troubled Company Reporter's July 24, 2003 edition,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on specialty chemical and refined metal products
producer OM Group Inc.

Standard & Poor's said that at the same time it has removed its
ratings on Cleveland, Ohio-based OM from CreditWatch where they
were placed Oct. 31, 2002. The current outlook is stable.


PACIFICARE HEALTH: 2nd Quarter Results Show Marked Improvement
--------------------------------------------------------------
PacifiCare Health Systems, Inc. (NYSE: PHS), announced that
reported net income for the second quarter ended June 30, 2003 was
$73.0 million. This compares with reported net income of $20.3
million in the second quarter of 2002. Earnings in the second
quarter this year include a favorable change in estimates of $14
million for health care costs in 2002 and prior periods. The prior
year's second quarter EPS included a $0.32 charge per diluted
share related to the write-off of unamortized credit facility fees
and recapitalization advisory fees. Operating income was $120.3
million, an increase of 149% year-over-year.

"With commercial revenues per member per month up 18% over last
year, our continued commitment to disciplined pricing combined
with additional signs of mitigating cost trends resulted in
another quarter of significant year-over- year improvement. Based
on the continued improvement in our medical loss ratios we are
very pleased to be in a position to raise full year EPS guidance
from a range of $6.00 to $6.10 to a range of $6.45 to $6.55," said
President and Chief Executive Officer Howard Phanstiel.

The revised 2003 EPS guidance includes favorable changes in
estimates of $0.67 reported in the first quarter and $0.22 in the
second quarter for health care costs in 2002 and prior periods.
Additionally, the revised guidance is based on an estimated
weighted-average number of shares outstanding of approximately 38
million for the full year 2003.

                        Revenue and Membership

Second quarter 2003 revenue of $2.7 billion was 2% below the same
quarter a year ago, primarily due to an expected 12% decrease in
medical membership. This was partially offset by significant year-
over-year increases in commercial revenue yields PMPM of 18%, as
well as increases in senior revenue yields PMPM of 5%. Commercial
membership at June 30, 2003 was comparable with the prior quarter,
and was down 12% year-over-year due mainly to the loss of the
CalPERS account as of January 1st of this year. Medicare+Choice
membership was down 13% from the second quarter last year,
primarily as a result of market exits and benefit reductions that
also became effective on January 1st.

Specialty and Other revenue grew 19% year-over-year, primarily due
to the continued strong performance of the company's pharmacy
benefit management subsidiary, Prescription Solutions.
Prescription Solutions continued to grow its unaffiliated
membership, which increased by approximately 348,000 members (19%)
from the prior quarter, and rose by 836,000 (64%) over the second
quarter of last year. PacifiCare Behavioral Health's unaffiliated
membership grew by 25% over the second quarter last year.

                       Health Care Costs

The consolidated medical loss ratio of 83.8% decreased 370 basis
points from the second quarter of 2002 and decreased 100 basis
points sequentially. The private sector MLR, which is composed of
commercial and Medicare Supplement members, decreased 310 basis
points year-over-year and 70 basis points sequentially to 83.9%.
The government sector MLR, which includes Medicare+Choice
membership, was down 430 basis points from the second quarter last
year and 130 basis points from the prior quarter to 83.7%.

             Selling, General & Administrative Expenses

The SG&A expense ratio of 12.7% for the second quarter of 2003
increased by 130 basis points year-over-year, and was up 50 basis
points sequentially. The increase in this ratio was primarily the
result of new product development and marketing costs, increased
accruals for performance-based incentive compensation and
expensing stock-based compensation. The company began expensing
stock-based compensation in the first quarter of this year.

                       Other Financial Data

Medical claims and benefits payable totaled $1.1 billion at
June 30, 2003, which was comparable with the prior quarter. Days
claims payable for the second quarter compared with the first
quarter decreased to 42.9 days from 43.5 days. However, after
excluding the non-risk, capitated portion of the company's
business, days claims payable increased from 75.5 days to 75.6
days. "The slight overall decrease in days claims payable reflects
favorable adjustments to reserves previously held for some
capitated providers," said Executive Vice President and Chief
Financial Officer Gregory W. Scott.

PacifiCare Health Systems serves more than 3 million health plan
members and approximately 9 million specialty plan members
nationwide, and has annual revenues of about $11 billion.
PacifiCare is celebrating its 25th anniversary as one of the
nation's largest consumer health organizations, offering
individuals, employers and Medicare beneficiaries a variety of
consumer-driven health care and life insurance products. Specialty
operations include behavioral health, dental and vision, and
complete pharmacy and medical management through its wholly owned
subsidiary, Prescription Solutions. More information on PacifiCare
Health Systems is available at http://www.pacificare.com

                       *      *      *

As reported in Troubled Company Reporter's December 4, 2002
edition, Standard & Poor's assigned its 'B' rating to PacifiCare
Health Systems Inc.'s $125 million 3% convertible subordinated
debentures, which are due in 2032 and are being issued under SEC
Rule 144A with registration rights.

Standard & Poor's also said that it revised its outlook on
PacifiCare to stable from negative.


P-COM INC: June 30 Balance Sheet Insolvency Doubles to $30 Mill.
----------------------------------------------------------------
P-Com, Inc. (OTC Bulletin Board: PCOM), a worldwide provider of
wireless telecommunications equipment, reported that net sales
increased to $5.0 million for the quarter ended June 30, 2003,
compared to $4.6 million for the first quarter of 2003 and $8.1
million for the corresponding quarter in 2002.

Gross profit margins, excluding certain inventory and related
charges, increased significantly to 23% in the quarter from 10% in
the first quarter of 2003. Including certain inventory and related
charges, gross profit margins amounted to 18% for the quarterly
period ended June 30, 2003, compared to negative 65% in the
quarterly period ended March 31, 2003 and 18% for the quarterly
period ended June 30, 2002. The increase in gross margin,
excluding certain inventory related charges, is attributable
principally to a higher percentage of total revenue in the second
quarter from the sale of unlicensed equipment and out-of-warranty
repairs, which provide higher gross margins compared to newly
developed product sales that have not yet reached the volume
required for higher margins.

Loss from continuing operations for the quarter was $4.2 million,
compared to a loss of $8.5 million in the first quarter of 2003,
and a loss of $6.7 million for the same period in 2002. Including
the loss from discontinued operations of $1.8 million recorded in
the quarter, P-Com reported a net loss for the second quarter of
2003 of $6.0 million.

Operating expenses, excluding restructuring charges of $2.8
million for the quarter were $4.1 million, compared to $4.5
million in the first quarter of 2003, and $8.5 million for the
same period in 2002. Operating expenses, including restructuring
charges, amounted to $6.9 million for the quarterly period ended
June 30, 2003, compared to $5.1 million for the quarterly period
ended March 31, 2003. The restructuring charges were recorded for
impairment of long-lived assets.

P-Com, Inc.'s June 30, 2003 balance sheet show a working capital
deficit of about $34 million, and a total shareholders' equity
deficit of about $30 million.

"Despite uncertain conditions in the telecommunications industry,
we made steady progress in the second quarter in executing our
restructuring program," said P-Com Chairman George Roberts. "We
took steps to significantly improve our balance sheet, and we are
benefiting from cost controls put in place over the past year.
We've resized the business to match current revenue levels. Our
products continue to sell around the world, and our margins are
improving."

P-Com, Inc., develops, manufactures, and markets point-to-point,
spread spectrum and point-to-multipoint, wireless access systems
to the worldwide telecommunications market. P-Com broadband
wireless access systems are designed to satisfy the high-speed,
integrated network requirements of Internet access associated with
Business to Business and E-Commerce business processes. Cellular
and personal communications service providers utilize P-Com point-
to-point systems to provide backhaul between base stations and
mobile switching centers. Government, utility, and business
entities use P-Com systems in public and private network
applications. For more information visit http://www.p-com.com


PENN TRAFFIC: Court Approves Permanent $270-Mill. DIP Financing
---------------------------------------------------------------
The Penn Traffic Company (OTC: PNFTQ.PK) announced that the U.S.
Bankruptcy Court for the Southern District of New York in White
Plains today approved $270 million of permanent debtor-in-
possession financing for the Company. Fleet Capital Corporation
and a syndicate of lenders that were lenders to the Company prior
to the filing of its chapter 11 petition is providing the $270
million senior secured DIP financing facility to Penn Traffic.
Approximately $200 million of the DIP facility will repay in full
these lenders' senior secured pre-petition loans.

"The permanent DIP financing enables the Company to conduct
business as usual during the reorganization process," said Joseph
V. Fisher, Penn Traffic's President and Chief Executive Officer.
"We are gratified by the continued strong support of our lenders,
which we view as an important vote of confidence in our Company,
our people and our potential."

Approval of the permanent DIP financing was one of a number of
motions approved by the court today, including motions that extend
the deadline for Penn Traffic to consider whether it will assume
or reject unexpired real estate leases. "The effect of the
approval of these motions is to give us more time and more
flexibility to complete our business plan and our plan of
reorganization," said Mr. Fisher. "While we still intend to
reorganize and emerge from chapter 11 as quickly as possible, we
also want to make certain that before completing our plans we
consider all the options open to us for ensuring that we exit
reorganization a stronger, more competitive company."

The Penn Traffic Company operates 212 supermarkets in Ohio, West
Virginia, Pennsylvania, upstate New York, Vermont and New
Hampshire under the "Big Bear," "Big Bear Plus," "Bi-Lo," "P&C"
and "Quality" trade names. Penn Traffic also operates a wholesale
food distribution business serving 76 licensed franchises and 53
independent operators.


PERSONNEL GROUP: Second Quarter Results Enter Positive Territory
----------------------------------------------------------------
Personnel Group of America, Inc. (OTCBB: PRGA.OB), a leading
information technology and professional staffing services company,
announced its results for the second quarter and six months ended
June 29, 2003.

For the second quarter, total revenues were $122.5 million, up
sequentially from $120.7 million in the first quarter of 2003 but
below the $141.7 million of revenues recorded in the second
quarter of 2002. PGA's Staffing business contributed $62.7
million, or 51%, of total revenues during the second quarter, and
the Company's Technology practice added $59.8 million, or 49%.
Including certain restructuring and rationalization charges and a
gain from the Company's recently completed financial
restructuring, PGA reported net income of $83.0 million, or $0.62
per share, for the second quarter, compared with a net loss of
$2.7 million in the second quarter last year. During the second
quarter of 2003, the Company recorded restructuring and
rationalization charges of $2.0 million, related primarily to its
ongoing operational restructuring activities, and a net gain from
the financial restructuring of $84.6 million. Due to the Company's
income tax position, the Company recorded no tax provision during
the first half of 2003.

The gain from financial restructuring resulted from the reduction
of over $120.0 million of outstanding indebtedness and was net of
approximately $1.5 million of fees and expenses in the second
quarter associated with the financial restructuring transaction.
Financial restructuring related expenses were previously reported
by the Company as restructuring and rationalization charges and
have been reclassified to gain on financial restructuring, net. As
of June 29, 2003, the Company's contractual obligations under the
secured credit facility and the 5.75% Notes totaled $59.1 million,
down from $218.0 million at December 29, 2002.

Exclusive of restructuring and rationalization charges, the
Company recorded operating income of $1.2 million for the second
quarter, versus operating income, also exclusive of restructuring
and rationalization charges, of $2.4 million in the second quarter
last year.

In other news, PGA reported that its shareholders had approved a
charter amendment at the 2003 annual meeting of shareholders,
which will, among other things, effectuate the 1-for-25 reverse
stock split contemplated in the financial restructuring. The
charter amendment also includes a formal change of the Company's
name to "Venturi Partners, Inc.," which the shareholders had
previously approved. PGA intends to file the charter amendment
during the first week of August.

"PGA's revenues improved sequentially in the second quarter,
breaking a streak of over 10 consecutive quarters of revenue
declines," commented Larry L. Enterline, PGA Chief Executive
Officer. "Although the macroeconomic data continues to suggest
that the timing of a recovery is uncertain, our revenue trends
suggest that the worst is behind us and our second quarter results
have caused some cautious optimism on our part that a revenue
turnaround may be near. With the completion of our financial
restructuring in April, we have reallocated attention and
resources toward returning our operations to steady growth and
profitability and believe these efforts are paying off. As the
disruption from the financial restructuring process continues to
subside, we believe these renewed efforts will translate into
continuing improvements and position us extremely well to take
advantage of the recovery. Based on what we achieved in the second
quarter and as the result of our rededication to further
improvements in our operations, we would expect our financial
results to improve rapidly if the economy strengthens later this
year as many expect.

"The completion of our financial restructuring also marked a
milestone in the evolution of PGA and coincides with the
transformation of the Company from a loosely knit group of
operating units functioning independently into a unified
organization with local and regional branches operating as part of
a national office network," Enterline continued. "This process is
essentially complete and, as a result, our customers already know
us as Venturi in the marketplace. Now that we have begun the next
chapter in PGA's corporate life, we believe the time is right for
a change in our corporate identity as well. We are excited about
the change of our corporate name to Venturi Partners, Inc., and
look forward to building a brand that is synonymous with the
highest quality IT staffing and consulting and commercial staffing
services."

                       Technology Services

Technology Services revenues in the second quarter decreased
slightly to $59.8 million from $60.6 million in the first quarter
of 2003, and were down from the $77.6 million recorded in the
second quarter of 2002. Gross margins were 23.7% in the second
quarter, up from 22.1% in the first quarter of 2003 but still
below the second quarter 2002 level of 24.4%. Operating income
margins, exclusive of the second quarter restructuring and
rationalization charges, were 4.3%, compared with 2.0% in the
first quarter and 4.8% in the second quarter of 2002.

Billable headcount declined sequentially from the first quarter
levels despite several consecutive weeks of increases in June,
with an average of approximately 1,800 IT professionals on
assignment during the second quarter and 1,800 on assignment at
the end of the quarter.

                       Staffing Services

Revenues for PGA's Staffing Services unit in the second quarter
increased 4.2% to $62.7 million from $60.2 million in the first
quarter of 2003, but were lower than the $64.1 million of revenues
recorded in the second quarter last year. Gross profit in the
second quarter increased slightly to $12.4 million from $11.7
million in the first quarter of 2003. Operating income margins,
exclusive of the second quarter restructuring and rationalization
charges, were 3.5%, up from 1.7% in the first quarter but below
last year's second quarter level of 4.2%.

Permanent placement revenue in the second quarter as a percentage
of total Staffing Services sales was 2.3% compared with 2.0% in
the first quarter. Additionally, vendor-on-premise business
represented 37.0% of division sales in the second quarter, down
from 37.4% in the first quarter of 2003. As a result of the normal
seasonal patterns, gross margin percentage for the second quarter
of 2003 increased to 19.9% from 19.4% in the first quarter, but
was lower than the 22.4% recorded in the second quarter of 2002.

At June 29, 2003, the Company's balance sheet shows a net
capitalization of about $46 million as compared to a net capital
deficit of about $52 million six months ago.

Personnel Group of America, Inc. is a nationwide provider of
information technology consulting and custom software development
services; high-end clerical, accounting and other specialty
professional staffing services; and technology systems for human
capital management. The Company's Technology Services operations
now operate under the name "Venturi Technology Partners" and its
Staffing Services operations operate as "Venturi Staffing
Partners" and "Venturi Career Partners."


PG&E NATIONAL: USGen Wants to Honor Prepetition Property Taxes
--------------------------------------------------------------
USGen, a debtor-affiliate of PG&E National Energy Group Inc.,
wants to pay, in its sole discretion, the undisputed, prepetition
claims of certain governmental units in respect of real and
personal property taxes and other ancillary obligations, either if
those claims have become due and payable prior to or after the
Petition Date.

USGen represents that it has sufficient cash reserves and will
have sufficient cash from ongoing operations to pay taxes in the
ordinary course of its business.  USGen believes that it is
substantially current on its obligations with respect to
prepetition taxes.  As a result, unpaid taxes relating to
prepetition periods consist largely of those that are not due
until after the Petition Date.  Because of the various ways the
USGen's taxing authorities calculate taxes, it cannot state with
complete accuracy the prepetition amount of taxes currently due
and owing.  But USGen estimates that the total of all Property
Tax Claims will not exceed $2,800,000.

USGen explains that the payment of the Property Tax Claims will
give the governmental entities no more than that to which they
otherwise would be entitled under a reorganization plan.  The
payment will save USGen potential interest expense and penalties
that otherwise might accrue on the Property Tax Claims during its
Chapter 11 case.  The payment will also keep USGen in the good
graces of local communities which rely heavily on the payment of
its taxes.

John Lucian, Esq., at Blank Rome LLP, in Baltimore, Maryland,
tells the Court that, even if the Property Tax Claims are
unsecured, those claims most likely would be priority claims
entitled to payment prior to general unsecured creditors.  To the
extent that the Property Taxes are entitled to eighth priority
treatment under Section 507(a)(8)(B) of the Bankruptcy Code, the
governmental units also may attempt to assess penalties.

USGen's owned or leased facilities and the personal property at
those premises are located in the states of Massachusetts, New
Hampshire, Rhode Island and Vermont.  Under applicable law, state
and local governments in the jurisdictions in which the
Facilities are located are granted the authority to levy taxes
against real and personal property.  Upon information and belief,
Mr. Lucian reports, USGen is the largest taxpayer in many, if not
all, of these jurisdictions.  In some cases, the ultimate
beneficiaries of USGen's tax payments are small towns and other
municipalities whose economies rely heavily on the payment of
taxes to fund basic, indispensable community services.

Depending on the jurisdiction, USGen either pays its Property
Taxes quarterly, semi-annually or annually, in the ordinary
course as the taxes are invoiced or become due and payable under
the Payment In Lieu Of Taxes (PILOT) Agreements or similar
agreements.  Each of the applicable taxing jurisdictions have
their own fiscal year, determined either by state or local
statute, for purposes of assessing, billing and collecting the
Property Taxes.  The Property Tax payments are generally due
within the applicable fiscal year.  Thus, as of the Petition
Date, USGen owed Property Taxes for the current fiscal tax years,
which taxes either (a) have become due and payable but have not
been paid, or (b) will become due and payable postpetition. (PG&E
National Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


POLAROID: Cardinale & Maiorelli Seeks Access to Produced Docs.
--------------------------------------------------------------
The Polaroid Corporation Debtors' Examiner, Perry M. Mandarino,
has reviewed more than 200,000 pages of documents -- Produced
Material -- and has taken or scheduled examinations of more than
15 witnesses.  Mr. Mandarino sought and obtained most of the
Produced Material from FTI Consulting, Inc. and Houlihan Lokey
Howard & Zukin.

Frederick B. Rosner, Esq., at Jaspan Schlesinger Hoffman LLP, in
Wilmington, Delaware, tells the Court that the various entities
and persons from whom Mr. Mandarino has obtained and is
continuing to seek discovery -- Producing Parties -- were
authorized to respond to the Examiner's Rule 2004 Demands by:

     (a) providing copies of the Produced Material; or

     (b) providing a privilege log.

In lieu of a privilege log, the Producing Parties were permitted
to submit the Produced Material without waiving any privilege
pursuant to terms of the Protocol Order.

The Protocol Order allows the Examiner, and any Requesting Party,
to contest the assertion and applicability of any privilege.
Thus, FTI responded to Mr. Mandarino's production request by
delivering all of the requested documents and asserting a global
privilege.

To facilitate requests for access to the Produced Material, Mr.
Mandarino provided a Production Notice that sets forth:

     (a) the Name of the Producing Party;

     (b) contact information for the Producing Party or their
         counsel;

     (c) the date that the Produced Material were requested from
         the Producing Party; and

     (d) the date(s) the Produced Material were given to the
         Examiner.

Mr. Rosner relates that on May 15, 2003, pursuant to the Protocol
Order, William V. Cardinale and George Maiorelli sent written
requests seeking access to the Produced Material FTI and Houlihan
provided.  Mr. Rosner tells Judge Walsh that Messrs. Cardinale
and Maiorelli want access to the Produced Material because they
need to:

     (1) participate in the Investigation;

     (2) conduct their own investigation and analysis;

     (3) evaluate their options; and

     (4) determine an appropriate course of action.

On May 21, 2003, JPMorgan Chase Bank, as agent to the Debtors'
prepetition secured lenders, objected to Messrs. Cardinale and
Maiorelli's request to gain access to the Produced Material
provided by FTI.  JPMorgan asserts that the Produced Material is
protected by the attorney-client privilege and the work-product
doctrine.  The Produced Material also "reflects the financial
analysis of an independent third party creditor," therefore it is
"not relevant nor appropriate for those interested in
understanding the Debtors' financial picture and whether there
were accounting irregularities at Polaroid."

On May 23, 2003, the Creditors' Committee also objected to
Messrs. Cardinale and Maiorelli's request for access to the
Produced Material given to the Examiner by Houlihan.  The
Committee asserts that the Produced Material is either
"Confidential" or protected by the "Work Product" doctrine.

However, Mr. Rosner notes, the objections by JPMorgan and the
Creditors' Committee do not provide adequate information to allow
them to evaluate the privileges asserted.  At a minimum, both
JPMorgan and the Creditors' Committee must supplement their
objections with detailed information concerning the nature of the
documents and the application of the privilege to each.

Furthermore, Mr. Rosner argues that the work-product doctrine is
not applicable to the Objections because the doctrine applies to
papers prepared in connection with pending or anticipated
litigation.  FTI provided financial analysis to JPMorgan, not
legal advice.  Thus, the prepared documents were only analysis of
JPMorgan's financial risks and not directly related to legal
strategy.

Mr. Rosner says that the assertion that the Debtors' bankruptcy
proceedings were "contested" is insufficient to invoke the
protections of the work-product privilege.  And even if the work-
product doctrine were applicable, there is ample justification to
set them aside based on well-established exceptions.

The work-product doctrine, being not an absolute privilege, may
be set aside when the requesting party demonstrates a
"substantial need" and an "inability to obtain their equivalent
without undue hardship."  This warrants dissemination of the
Produced Material to Messrs. Cardinale and Maiorelli because both
are individual shareholders without the resources to
independently obtain the information held by FTI and Houlihan.
Currently, there are over 200,000 pages of documents in storage
at the Debtors' counsel's offices in Boston, Massachusetts.  And
because the Examiner's Report is due in August this year, the
time and expense in reviewing the documents is an enormous burden
that Messrs. Cardinale and Maiorelli will be unable to undertake
comprehensively.

According to Mr. Rosner, one cannot simply place non-attorneys on
the attorneys' payroll and thereby confer on them the protections
specifically afforded to attorneys.  Thus, JPMorgan may not
assert that FTI is protected by attorney-client privilege
because:

     (1) FTI is a non-attorney; and

     (2) FTI neither acted as an attorney, nor it provided legal
         advice.

Mr. Rosner further remarks that the Confidentiality Agreement
asserted by the Creditors' Committee is wholly without merit
because it implies that the Creditors' Committee obtained
confidential information from the Debtors, making its
dissemination a violation to the Confidentiality Agreement.
Moreover, the Creditors' Committee's Confidentiality Agreement is
of no effect to the present case because:

     (a) the Debtors have not asserted a privilege to any of the
         Produced Material; and

     (b) Messrs. Cardinale and Maiorelli are both shareholders of
         the Debtors.

In cases involving allegations of corporate misconduct, Mr.
Rosner relates, the fiduciary exception to the attorney-client
privilege allows shareholders to obtain access to confidential or
privilege material.  Since this is applicable to the present
case, the Debtors would not, and could not, assert a privilege
against Messrs. Cardinale and Maiorelli.  Therefore, the
Creditors' Committee cannot use the purported confidentiality
privilege as a shield.

Whereas the Examiner's Investigation is intended to address the
Accounting Problems, the Protocol Order is designed to allow
third parties -- including Messrs. Cardinale and Maiorelli -- to:

     (a) access the Produced Material; and

     (b) participate effectively in the Investigation.

In addition, Mr. Rosner emphasizes that Messrs. Cardinale and
Maiorelli have pledged to abide by the procedures set by the
Protocol Order to provide confidentiality of the Produced
Material.

Therefore, Messrs. Cardinale and Maiorelli ask the Court to grant
them access to the Produced Material. (Polaroid Bankruptcy News,
Issue No. 41; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PRIMEDEX HEALTH: Prepackaged Chapter 11 Filing in the Offing
------------------------------------------------------------
Primedex Health Systems Inc., has defaulted in its obligation to
redeem the $16.3 million in its outstanding 10% convertible
subordinated debentures due June 30, 2003. In connection with the
default the Company has requested debenture holders to consent to
the extension of the debenture for an additional five years
through June 30, 2008 in return for which Primedex will (i)
increase the annual interest rate to 11.5%; (ii) reduce the
conversion rate to $2.50; and (iii) agree not to redeem the
debentures prior to July 1, 2005.

Assuming the Company receives the approval of a majority of the
debenture holders and two thirds in amount of those responding
Primedex intends to file a prepackaged Chapter 11 Plan of
Reorganization with the Bankruptcy Court to confirm the Plan and
to approve the change which will then bind all debenture holders.
The Company has said that the Bankruptcy proceeding should have no
other impact on Primedex Health Systems.


PRIME HOSPITALITY: Second Quarter Net Loss Balloons to $18 Mill.
----------------------------------------------------------------
Prime Hospitality Corp. (NYSE: PDQ), a leading hotel owner,
operator and franchisor, reported its results for the three and
six months ended June 30, 2003.

Net income before asset transactions for the second quarter of
2003 was $2.3 million, or $.05 per share, compared to $6.1
million, or $.13 per share, for the second quarter of 2002.

Prime reported a net loss of $17.8 million, or $.40 per share, for
the second quarter of 2003. Non-recurring items in the second
quarter of 2003 were comprised primarily of a $35.0 million non-
cash reserve against the net assets related to the HPT lease
partially offset by gains on asset sales and debt retirements. For
the second quarter of 2002, the net loss was $4.5 million, or $.10
per share. Non-recurring items in the second quarter of 2002
consisted of $12.9 million in charges associated with the
retirement of debt and a $4.5 million litigation charge.

"The sluggish economy combined with the war in Iraq resulted in
continued weak business travel trends," said A.F. Petrocelli,
Chairman and Chief Executive Officer of Prime. "With corporate
travel down, we focused our sales efforts on local group and
leisure travel and were able to increase our occupancy levels
although at lower rates. While there is no strong indication of a
recovery, we are encouraged by the improvements we saw beginning
in May and continuing through July.

"Although the industry continues to struggle, we continue to make
improvements in our financial structure. In July, we made the
decision to discontinue funding the operating losses on our
subsidiary's lease with HPT. Over the past twelve months the lease
had a negative cash flow impact of $11.5 million. We also sold two
hotels for $17.4 million and financed our two joint venture deals
at attractive rates realizing $12.5 million in proceeds. This
resulted in a $25 million debt reduction in the quarter."

For the six months ended June 30, 2003, the net loss before asset
transactions was $3.3 million, or $.07 per share, compared to net
income before asset transactions of $6.5 million, or $.14 per
share, for the first half of 2002. The total net loss, which
includes asset transactions and other one-time charges, for the
six months ended June 30, 2003, was $24.5 million, or $.55 per
share, compared to a net loss of $3.7 million, or $.08 per share,
for the comparable period in 2002.

                          Operating Results

For the quarter, total revenues decreased by $6.5 million to
$104.5 million due to lower revenues at comparable hotels and the
impact of asset divestitures. Revenue per available room at
Prime's comparable owned and leased hotels decreased by 3.7% in
the second quarter of 2003 as compared to the second quarter of
2002. The decrease was driven by lower average daily rate due to a
change in the mix of business from corporate to lower rated group
and leisure travel. For the second quarter of 2003, ADR decreased
by 12.2% to $64.44 while occupancy increased by 6.2 percentage
points to 70.1%. Gross operating profit margins at comparable
owned and leased hotels declined by 3.5 percentage points due to
the lower ADR.

Earnings before interest, taxes, depreciation and amortization
decreased by $8.7 million to $18.4 million in the second quarter
of 2003. The HPT lease contributed an EBITDA shortfall of
approximately $1.4 million or $.02 per share for this quarter
compared to a shortfall of $0.8 million or $.01 per share in the
prior year's quarter.

Interest expense declined by 29.5%, or $2.2 million, to $5.4
million for the quarter ended June 30, 2003 primarily due to debt
reductions and lower interest rates.

                    System-Wide Performance

For the second quarter of 2003, Prime reported a 4.3% REVPAR
decrease at its comparable AmeriSuites hotels, as occupancy
increased by 4.5 percentage points to 71.4% and ADR decreased by
10.4% to $67.19. The major markets affected were Atlanta, Chicago,
Dallas, Denver and the Northeast.

For the second quarter of 2003, Prime reported a 0.2% REVPAR
increase at its comparable Wellesley Inns & Suites hotels, as
occupancy increased by 8.1 percentage points to 66.4% and ADR
decreased by 12.0% to $53.25. The Atlanta and Phoenix markets
reported increases while the New Jersey/New York and Austin
markets reported decreases.

Prime's comparable non-proprietary brand hotels, which consist
primarily of upscale full-service hotels in the Northeast,
reported a 9.7% REVPAR decrease for the second quarter of 2003 as
occupancy decreased by 2.1 percentage points to 70.8% and ADR
decreased by 7.0% to $104.61. The non-proprietary brands were
impacted by reductions in corporate group travel and softness in
the greater New York City market.

                        Brand Developments

As of June 30, 2003, Prime had 148 AmeriSuites and 80 Wellesley
Inns & Suites hotels in operation. Prime intends to expand its
brands primarily through franchising.

During the second quarter, Prime added seven proprietary brand
hotels to its system comprised of two AmeriSuites and five
Wellesley Inns & Suites including three corporate Wellesley
conversions. Three AmeriSuites hotels also were removed from the
system in the quarter. The new hotels opened in the quarter were
two AmeriSuites in Milwaukee and Wellesley Inns in Miamisburg, OH,
Glen Ellyn, IL, Fort Smith, AR, Danbury, CT and Fairfield, NJ. In
addition, in July an owned hotel was converted to a Wellesley Inn
in Armonk, NY.

Currently, Prime has two AmeriSuites under construction and a
pipeline of 20 executed franchise agreements including six in the
planning stage. There are also two Wellesley Inns under
conversion.

During the quarter, Prime extended its franchise and management
agreements on 19 AmeriSuites hotels owned by Equity Inns, Inc.
(NYSE: ENN). Currently, the agreements expire at various times
between 2007 and 2008. Under the new agreements, Prime extended
the existing franchise agreements to 2028 and management
agreements to 2010 provided that Prime continues to be in
compliance with the cash flow guarantee requirements under the
current agreements. The cash flows guarantee requirements were not
extended beyond their original terms.

During the second quarter, Prime announced an agreement for the
installation of high-speed internet access in its AmeriSuites,
Wellesley Inns & Suites and Prime Hotels and Resorts brands. The
new amenity will be available on both a wired and wireless basis
in all guest and meeting rooms as well as wireless access in all
common areas including hotel lobbies, fitness centers, pool areas
and restaurants. Prime has already installed this feature in 40
hotels and expects the majority of the installations to be
complete by year-end.

In September 2001, Prime introduced a new expanded rewards program
offering both points toward a free hotel stay and airline miles.
Prime increased its membership in the program by almost 10% in the
quarter and now has over 300,000 members. This has resulted in an
increased revenue contribution from the rewards program with
frequent guests accounting for approximately 14% of revenues at
Prime's brands in the second quarter of 2003, up from 12% for the
second quarter of 2002. During the quarter, Prime added United
Airlines as an airline partner joining Continental, American,
Delta and America West.

                  Financial Condition/Asset Sales

Glen Rock Holding Corp, a subsidiary of the Company, did not make
its scheduled July 1 rent payment of approximately $2.0 million to
Hospitality Properties Trust (NYSE: HPT) and received a default
notice from HPT. The lease covers 24 AmeriSuites hotels owned by
HPT. Over the past twelve months, cash flow was negatively
impacted by $11.5 million as rent payments exceeded operating cash
flow by $9.0 million and approximately $2.5 million was required
to be set aside for capital improvements. The termination of the
lease would result in the forfeiture of certain deposits and,
accordingly, Prime has taken a $35.0 million non-cash charge
against the net book value of the assets associated with the
lease. Prime is continuing to operate the hotels as AmeriSuites
and Prime and HPT have had discussions regarding the management
and franchise agreements on the hotels which are subordinated to
the lease obligations to HPT.

During the second quarter, Prime sold one AmeriSuites and one
Wellesley Inn for total proceeds of $17.4 million, retaining the
franchise rights under 20-year franchise agreements. Prime also
has one additional hotel under contract for sale.

In April 2003, the Sheraton Meadowlands venture obtained a $25
million first mortgage loan at LIBOR + 2.75% due in 2006. Under
the loan agreement, Prime and one of its partners, United Capital
Corp., agreed to jointly guarantee $4 million of the loan with the
remainder recourse to the hotel. Prime received approximately $10
million of the loan proceeds. In July 2003, the Quebec venture
obtained an $8.2 million first mortgage loan at a fixed rate of
6.26% due in 2008. The loan is recourse to the hotel only. Prime
received $2.5 million of the loan proceeds. With the financings of
both hotels and the addition of a new partner earlier this year,
Prime's 40% investment in both ventures is at approximately $12.0
million.

Prime utilized the proceeds from the asset sales and joint venture
financings to reduce its debt balance by approximately $25.3
million since March 31, 2003. The reduction included the
retirement of $13.3 million of 8-3/8% Senior Subordinated Notes
for $12.5 million in cash.

As of June 30, 2003, Prime had $254.2 million in debt and $14.2
million in cash and cash equivalents. Prime's debt to book
capitalization percentage in 27.2%. Adjusted on a pro-forma basis
for the HPT lease which is required under its revolving credit
facility, Prime's debt to last twelve months EBITDA ratio is 4.0
times, and its EBITDA to interest is 2.9 times. Under its
revolving credit facility, the Company is required to maintain a
debt to EBITDA ratio of 4.5 times (4.25 at September 30, 2003) and
an EBITDA to interest ratio of 2.35 times (2.50 at September 30,
2003).

Prime Hospitality Corp., one of the nation's premiere lodging
companies, owns, manages and franchises 248 hotels throughout
North America. The Company owns and operates three proprietary
brands that compete in different segments: AmeriSuites(R) (all-
suites), Wellesley Inns & Suites(R) (limited-service) and Prime
hotels & Resorts (full-service). Also within its portfolio are
owned and/or managed hotels operated under franchise agreements
with national hotel chains including Hilton, Radisson, Sheraton,
Holiday Inn and Ramada. Prime can be accessed over the internet at
http://www.primehospitality.com

As reported in Troubled Company Reporter's July 30, 2003 edition,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and 'B' subordinated debt ratings for Prime Hospitality
Corp.

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


PRIMEDIA INC: Second Quarter Results Reflect Solid Performance
--------------------------------------------------------------
PRIMEDIA Inc. (NYSE: PRM) announced that consolidated sales from
continuing businesses were $365.0 million in second quarter 2003,
compared to $384.2 million in the second quarter 2002. Operating
Income was $32.0 million in second quarter 2003 versus $8.7
million in the comparable period of 2002. Net income was $88.9
million in second quarter 2003, including a $104.3 million gain on
the Seventeen Asset Sale, compared to a net loss of $34.4 million
in second quarter 2002. Income applicable to common shareholders
per common share was $0.28 in second quarter 2003, improved from a
loss of $0.12 per share in the same period last year. As
previously announced, the company eliminated the non-core category
at the end of the second quarter 2002, therefore reported and
continuing businesses are identical subsequent to July 1, 2002.

Charles McCurdy, President and Interim CEO of PRIMEDIA, said, "Our
performance in the second quarter was solid. Management has
sharpened its focus on our core businesses and is executing well,
delivering excellent products to our audiences and creative
marketing solutions to our advertisers. While B2B trade
advertising remains weak, our Consumer Guides business continues
to grow and enthusiast magazines remain solid. Our goals are to
generate organic growth, continue to improve profitability,
improve and simplify the balance sheet and deliver increasing
value to our investors."

                      Segment Results

Consumer

Consumer Segment sales from continuing businesses were $291.7
million in second quarter 2003, down $1.8 million or 0.6%.

For the Consumer Magazine and Media Group, sales were down
approximately $7 million, due to two fewer issues of New York
magazine and the rate base reduction in the soap opera titles
implemented earlier this year. Sales from Motor Trend and
Automobile magazines, and the automotive enthusiast, action sports
and crafts categories grew in second quarter 2003.

For the Consumer Guides division, sales were up approximately $4
million in second quarter 2003, due primarily to continued growth
in Apartment Guides and its distribution arm, Distributech.

PRIMEDIA Television was soft in the second quarter 2003 due
primarily to reduced advertising spending on Channel One from two
large accounts, which more than offset sales from new advertisers.
Sales for PRIMEDIA Television in the second quarter 2003 were down
approximately $2 million.

PRIMEDIA's Internet businesses and About continue to grow and
improve their financial performance.

Consumer Segment EBITDA from continuing businesses was $66.7
million in second quarter 2003, up by 21.3%, due primarily to cost
reductions in most Consumer Segment businesses.

B2B

B2B Segment sales from continuing businesses were $74.8 million in
second quarter 2003, down $17.6 million or 19.0%.

Sales at trade magazines and trade shows declined by approximately
$7 million in second quarter 2003, with weakness across numerous
categories. Additionally, certain annual trade shows that occurred
in the second quarter of last year occurred in the first quarter
of this year. The difference in the timing of those trade shows
caused the year over year comparison to decline by approximately
$3 million. Also, the absence of revenues from certain products
that were shut down caused a year over year decline of
approximately $2 million in second quarter 2003.

Sales for PRIMEDIA Workplace Learning were down by approximately
$4 million in second quarter 2003, as demand for workplace
training services continues to be weak.

B2B Segment EBITDA from continuing businesses was $6.9 million in
second quarter 2003, down 56.6%.

                            Balance Sheet

Debt Reduction

In the second quarter 2003, the company permanently reduced its
credit facilities by $50 million. At June 30, 2003, total long-
term debt declined by approximately $140 million compared to March
31, 2003.

Maturity Extended

PRIMEDIA's next senior note maturity will now occur in 2008 and
its interest expense will be reduced by approximately $1.5 million
on an annual basis, as a result of issuing $300 million principal
amount of 8% Senior Notes due 2013 on May 15, 2003 and redeeming
all $291.5 million of its 8-1/2% Senior Notes due 2006 on June 16,
2003.

Retirement of Preferred Stock

The company will realize annualized dividend savings of
approximately $1.5 million as a result of repurchasing
approximately $16.4 million redemption value of Series D, F and H
preferred stock, in two-step transactions completed in May 2003
for approximately $15.1 million in cash. To date, $22.5 million of
total redemption value of preferred stock has been retired against
the current $50 million repurchase program.

Liquidity

PRIMEDIA continues to have sufficient financial resources to meet
its cash needs and service its debt and other fixed obligations
for the foreseeable future. At June 30, 2003, the company had
approximately $280 million of cash and available unused credit
lines.

Covenant Compliance

During the second quarter 2003, the Credit Agreement amongst the
company and various lenders was amended to provide for a one-year
hiatus in each of the scheduled step-downs in the permitted
leverage ratio, as defined in the Credit Agreement. As a result of
the amendment, the leverage ratio remains at 6.0 and does not step
down to 5.75 until the third quarter of 2004. This amendment
enables the company to consider alternatives to improve its
capital structure, but was not necessary to remain in compliance
with all of its debt covenants.

The leverage ratio for the 12 month period ended June 30, 2003 is
expected to be approximately the same as the 4.8 times reported
for the 12 month period ended March 31, 2003.

Severance Related to Separated Senior Executives

The company recorded a charge of approximately $5.6 million in the
second quarter 2003 relating to severance payments for the former
CEO and CFO.

Provision for Impairment

The company recorded a Provision for Impairment of Investments of
$7.7 million in the second quarter 2003 for the write-down of
assets for equity investments. There are no material assets for
equity investments or related deferred revenues remaining on
PRIMEDIA's balance sheet.

Depreciation, Amortization and Interest Expense

Depreciation expense was approximately $14.8 million in the second
quarter 2003, lower than the same quarter last year, due primarily
to lower fixed asset balances resulting from impairment charges as
required by SFAS 144 in 2002. Amortization expense declined to
$10.0 million in second quarter 2003, compared to $16.3 million in
the same period of the prior year, due primarily to the
divestiture of certain titles, intangibles that became fully
amortized and lower intangible balances resulting from impairment
charges as required by SFAS 144, all occurring in 2002. Interest
expense was approximately $31.8 million in the second quarter
2003. Interest expense decreased year-over-year as a result of
reduced debt levels and lower interest rates.

                       Seventeen Asset Sale

On May 30, 2003, PRIMEDIA closed the Seventeen Asset Sale for a
total cash consideration of $182.4 million, subject to standard
post closing adjustments. The company used the proceeds to repay
borrowings under its revolving loan facilities. This sale resulted
in a gain of $104.3 million recorded in second quarter 2003.

                         2003 Guidance

Due to continued weakness in the B2B Segment, PRIMEDIA is lowering
its target for full year 2003 sales to the $1,460-1,480 million
range. Compared to prior year, consolidated sales declined in the
first half of 2003 and are expected to be essentially flat in the
second half of this year. In the second half of 2003, costs are
expected to be lower than previously estimated and level to the
same period in the prior year. Therefore, Segment EBITDA is
expected to be essentially flat in the second half of 2003. Second
half 2003 guidance is driven by expected growth in the Consumer
Segment offset by weakness in the B2B Segment.

        Use of Consumer Segment EBITDA and B2B Segment EBITDA

Consumer Segment EBITDA and B2B Segment EBITDA reconcile to Net
Income in the attached Financial Highlights table. Segment EBITDA
for a segment is defined as segment earnings before interest,
taxes, depreciation, amortization and other credits (charges).
Other credits (charges) include severance related to separated
senior executives, non-cash compensation and non-recurring
charges, provision for severance, closures and restructuring
related costs and loss on sale of businesses and other, net. We
believe that Segment EBITDA is the most accurate indicator of the
company's segment results because it focuses on revenue and
operating costs driven by operating managers' performance. These
segment results are used by the company's chief operating decision
maker to make decisions about resources to be allocated to the
segments and to assess their performance.

PRIMEDIA is the leading targeted media company in the United
States, with positions in consumer and business-to-business
markets. Our properties deliver content via print as well as
video, the Internet and live events and offer highly effective
advertising and marketing solutions in some of the most sought
after niche markets. With 2002 sales from continuing businesses of
$1.5 billion, PRIMEDIA is the #1 special interest magazine
publisher in the U.S. with more than 250 titles. Our well known
brands include Motor Trend, Automobile, New York, Fly Fisherman,
Power & Motoryacht, Creating Keepsakes, Ward's Auto World, and
Registered Rep. The company is also the #1 publisher and
distributor of free consumer guides, including Apartment Guides.
PRIMEDIA Television's leading brand is the Channel One Network and
About is one of the largest sources of original content on the
Internet. PRIMEDIA's stock symbol is: NYSE: PRM.

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services revised its outlook on publisher PRIMEDIA
Inc., to stable from negative.

At the same time, Standard & Poor's assigned its 'B' rating to
PRIMEDIA's $300 million, privately placed, Rule 144A senior notes
due 2013. In addition, Standard & Poor's affirmed its 'B'
corporate credit and other outstanding ratings on New York City-
based PRIMEDIA. Total debt and preferred stock as of March 31,
2003, totaled about $2.4 billion.


PUTNAM LOVELL: Fitch Affirms Low-B/Junk Ratings on 3 Classes
------------------------------------------------------------
Fitch affirms the ratings on mutual fund fee transaction, Putnam
Lovell Finance Trust's class A-2, B and C notes.

         -- $40,300,000 class A-2 notes 'B-';
         -- $10,400,000 class B notes 'CC';
         -- $5,600,000 class C notes 'CC'.

The ratings are based upon review of the historical and expected
performance of the mutual fund assets, the frequency of defaults
as calculated through various financial models, and in addition,
consideration for paydowns experienced on certain senior classes,
break-even fund returns necessary to payback the notes by deal
maturity, and the degree of expected loss to the extent notes may
experience loss.

The above actions represent Fitch's assessment of the probability
of the noteholders to receive timely interest and principal
payments in accordance with the terms of the legal documents.


QUEBECOR MEDIA: 2nd Quarter Performance Improved Significantly
--------------------------------------------------------------
Quebecor Media Inc. (TSX:QBR.A) (TSX:QBR.B) recorded revenues of
$586.6 million in the second quarter of 2003, compared with $566.5
million in the same quarter of 2002, an increase of $20.1 million
(3.5%). Surging revenues from Internet services and digital
television in the Cable Television segment, higher advertising
revenues in the Newspapers segment, and a considerable increase in
the Broadcasting segment's broadcasting and publishing revenues
account for the positive results. Operating income was $172.0
million, an increase of $12.9 million (8.1%) from $159.1 million
in the same period of the previous year. Higher profits in the
Cable Television and Broadcasting segments contributed strongly to
Quebecor Media's improved profitability and compensated for lower
operating income in the Business Telecommunications segment. The
operating loss in the Web Integration/Technology segment was
eliminated and the Internet/Portals segment posted operating
income of $0.7 million.

The Company generated net income of $24.6 million in the second
quarter of 2003, compared with $0.5 million in the same quarter of
2002. The $24.1 million increase derived mainly from the growth in
operating income combined with lower financial expenses, unusual
charges and income taxes.

Financial expenses decreased by $4.9 million from $72.7 million in
the second quarter of 2002 to $67.8 million in the same quarter of
2003, due primarily to lower debt levels and the favourable impact
of the conversion of the unhedged portion of the long-term debt.
In the second quarter of 2002, the Company recorded a $7.5 million
write-down of temporary investments and other assets, compared
with $0.4 million in the same period of 2003.

For the first six months of 2003, Quebecor Media's revenues
totalled $1.13 billion, compared with $1.11 billion for the same
period of 2002. Operating income was $314.2 million, an increase
of $25.8 million (8.9%) from the previous year. Net income
amounted to $32.2 million, compared with a net loss of $21.6
million in the same period of 2002. The growth in revenues,
operating income and net income in the first half of 2003 was due
to the same reasons as those noted above in the discussion of the
second quarter results, as well as the recording in 2002 of a
write-down of goodwill in the amount of $8.9 million.

                        Cable Television

The Cable Television segment's second quarter 2003 revenues
amounted to $184.7 million, compared with $179.7 million in the
same quarter of 2002, an increase of $5.0 million (2.8%). Revenue
increases of 38.3% ($12.6 million) from Internet access services
and nearly 50% ($6.6 million) from the illico digital television
service more than compensated for lower revenues from other
services, including analog cable television. The higher revenues
from Internet services and illico were mainly due to customer
growth combined with rate increases. At the end of the second
quarter of 2003, there were 194,000 subscribers to illico, an
increase of 42% from the same date of the previous year. The
customer base for Internet services increased 33% to 352,000 as of
June 30, 2003, compared with 265,000 last year. Monthly ARPU
(average revenue per user) rose to $43.25 compared with $40.37 one
year earlier, a significant 7.1% increase.

Operating income amounted to $73.9 million, compared with $60.8
million in the second quarter of 2002, an increase of $13.1
million or 21.5%. The rise in operating income resulted primarily
from the growth in the customer base for the high-speed Internet
access service and higher rates, as well as the renegotiation of
the service agreement with Videotron Telecom, which had a positive
impact on the profit margin. These factors outweighed the impact
of the net loss of subscribers to the analog cable television
service and the decrease in other revenues. Lower operating
expenses as a result of improved productivity and the recording in
2002 of costs related to the labour dispute also contributed to
the increase in operating income. Videotron's average operating
margin for all operations was 40.0%, up from 33.8% one year
earlier.

During the first six months of 2003, Videotron generated revenues
of $365.1 million, compared with $359.6 million in the same period
of the previous year. Operating income was $144.7 million, an
increase of $16.6 million (13.0%).

On May 12, 2003, Alentron, a subsidiary of Entourage Technology
Solutions, and Videotron announced the signing of an agreement
concerning the cancellation of the services contract signed in May
2002. Robert Depatie was appointed President and Chief Executive
Officer of Videotron at the end of June 2003. Mr. Depatie was
previously Senior Vice President, Sales, Marketing and Customer
Service with Videotron.

                           Newspapers

In May 2003, Sun Media Corporation announced the sale of its
interest in Florida Sun Publications to US-based Independent
Publications. In the same month, Bowes Publishers Ltd., a wholly
owned subsidiary of Sun Media, announced the sale of its British
Columbia properties to Black Press Ltd. The businesses were sold
for a cash consideration of $22.4 million and generated a gain on
the sale of businesses of $3.0 million. The operations of these
businesses are now accounted for as discontinued operations. The
following discussion considers only the operating results of
continued operations.

Sun Media Corporation reported revenues of $225.2 million in the
second quarter of 2003, an increase of $6.1 million (2.8%) from
the same period of 2002. Operating income increased from $63.2
million to $64.0 million. A 4.5% rise in advertising revenues was
partially offset by lower circulation revenues. The operating
margin was virtually unchanged at 28.4% in the second quarter of
2003, compared with 28.8% last year.

During the first half of 2003, revenues amounted to $421.2
million, compared with $413.4 million during the same period of
2002, an increase of $7.8 million (1.9%). Operating income was
$108.7 million, compared with $107.1 million in the first six
months of 2002.

                          Broadcasting

TVA Group's second quarter revenues rose from $80.7 million in
2002 to $92.4 million in 2003. The increase of $11.7 million or
14.5% was due primarily to higher broadcasting revenues resulting
from increased viewing hours, and higher advertising rates. The
inclusion of Publicor's results and higher newsstand revenues for
the magazines that covered the Star Academie phenomenon were also
factors, as were the inclusion of all the revenues (versus 50%
previously) of Home Shopping Service Canada, which operates the La
Boutique TVA teleshopping service, and the strong performance of
the English-language specialty channels. These factors combined
outweighed the decrease in distribution revenues resulting from
TVA's repositioning in this area. Operating income surged $4.9
million (22.5%) to $26.7 million due to the increase in revenues,
particularly from broadcasting and publishing.

For the first six months of 2003, the segment's revenues were
$176.7 million, an 11.8% increase. Operating income was up 17.4%
to $41.2 million.

Shortly after the end of the quarter, the Canadian Radio-
television and Telecommunications Commission denied approval of
the September 2002 transaction whereby a consortium formed by TVA
Group and Radio Nord Communications acquired CFOM-FM and the seven
AM Radiomedia stations.

                     Leisure and Entertainment

The Leisure and Entertainment segment reported revenues of $53.8
million in the second quarter of 2003, compared with $54.5 million
in the same quarter of 2002. The 21.8% increase in Archambault
Group's revenues almost entirely offset the transfer of Publicor
to TVA Publishing and lower business volume in the Books segment.
The increase in Archambault Group's distribution revenues resulted
mainly from the retail success of the Star Academie CD.

The segment's operating income amounted to $5.6 million, compared
with $5.3 million in the same period of 2002. The increase stemmed
from the improvement in Archambault Group's performance in
comparison with 2002, particularly in the distribution sub-
segment, which more than offset the decrease in operating income
caused by the transfer of Publicor to TVA Group.

For the first six months of 2003, the Leisure and Entertainment
segment's revenues totalled $105.4 million, compared with $111.9
million in the same period of 2002. Operating income amounted to
$11.1 million, virtually unchanged from $11.0 million in 2002.

                     Business Telecommunications

Videotron Telecom Ltd., recorded second quarter 2003 revenues of
$20.1 million, compared with $23.9 million in the same period of
the previous year. The positive impact of the acquisition of the
assets of Stream Intelligent Networks in Ontario did not entirely
compensate for the sharp decrease in Internet and telephony
revenues as a result of the renegotiation of the service agreement
with Videotron ltee and other factors. Operating income declined
considerably to $3.4 million, compared with $8.8 million in the
second quarter of 2002. The substantial decrease was caused by the
lower revenues and reduced gross margins on account of the
difficult market environment, as well as reduced capitalization
and higher payroll in comparison with the second quarter of 2002.

For the first six months of 2003, VTL's revenues declined 9.1% to
$41.9 million and its operating income decreased to $9.2 million,
compared with $16.3 million in the same period of 2002.

Eugene Marquis, President and Chief Executive Officer of VTL,
resigned in July 2003. Pierre Karl Peladeau, President and Chief
Executive Officer of Quebecor Media, is serving as interim
President of VTL.

                     Web Integration/Technology

The Web Integration/Technology segment recorded revenues of $17.3
million in the second quarter of 2003, compared with $19.2 million
in the same quarter of 2002. The lower revenues reflect soft
demand in the IT and Internet advertising markets, and lower
revenues at subsidiary Mindready Solutions. The segment broke
even, in terms of operating income, in the second quarter of 2003,
whereas it reported an operating loss of $0.9 million in the same
quarter of 2002. The improvement mainly reflects better results at
Mindready. Nurun's e-Business Services segment was operating
income positive for the fifth consecutive quarter, reporting $0.2
million in operating income.

For the first six months of 2003, revenues totaled $34.4 million,
compared with $38.6 million in 2002. The operating loss was only
$77,000, compared with an $8.5 million loss in the same period of
2002. The reduction in Mindready's expenses partly accounts for
the subsidiary's improved profitability in 2003. Mindready's 2002
results were also affected by a write-down of current assets and a
charge for unoccupied office space.

                          Internet/Portals

The Internet/Portals segment's revenues held steady at $6.8
million in the second quarter of 2003. Higher revenues from the
general-interest and special-interest portals in Canada offset
lower sales at Progisia and the impact of the closing of Canoe's
European portals. Operating income was $0.7 million, compared with
an operating loss of $0.9 million in the same period of 2002. The
strong performance was due to successful restructuring measures
and the improved profitability of the special-interest portals,
particularly Jobboom.com. Netgraphe posted a net profit for the
first time in its history, reporting net income for both the
second quarter and the first half of the 2003 financial year.

For the first half of 2003, Netgraphe generated revenues of $13.8
million, compared with $14.1 million in the same period of 2002.
Operating income amounted to $1.1 million, compared with an
operating loss of $2.7 million in 2002.

                        Financial position

Quebecor Media's consolidated long-term debt (excluding redeemable
preferred shares) and consolidated bank debt were reduced by
$720.7 million in the first two quarters of 2003. The reduction
reflects the repayment of a $429.0 million term loan that came due
in April 2003 and the positive impact of exchange rate
fluctuations on the value of debt denominated in foreign currency.

At June 30, 2003, the Company and its wholly owned subsidiaries
had cash and cash equivalents totaling $188.6 million, consisting
mainly of short-term investments. The Company and its wholly owned
subsidiaries also had unused lines of credit of $241.0 million
available, for total available liquid assets of $429.6 million. At
the same date, the consolidated debt, including the short-term
portion of the long-term debt, totalled $2.78 billion. This figure
includes Sun Media Corporation's $569.5 million debt, Videotron's
$893.0 million debt and TVA Group's $31.2 million debt, as well as
Quebecor Media Senior Notes in an aggregate amount of $1.21
billion and Quebecor Media's $75.0 million revolving credit
facility.

Quebecor Media Inc., a subsidiary of Quebecor Inc. (TSX: QBR.A,
QBR.B), operates in Canada, the United States, France, Italy and
the UK. It is engaged in newspaper publishing (Sun Media
Corporation), cable television (Videotron ltee), broadcasting (TVA
Group Inc.), Web technology and integration (Nurun Inc. and
Mindready Solutions Inc.), Internet portals (Netgraphe Inc.),
magazines (TVA Publishing Inc.), books (half a dozen associated
publishing houses), distribution and retailing of cultural
products (Archambault Group Inc. and Le SuperClub Videotron ltee)
and business telecommunications (Videotron Telecom Ltd.).

As reported in Troubled Company Reporter's February 13, 2003
edition, Standard & Poor's Ratings Services removed its ratings on
diversified media company, Quebecor Media Inc., from CreditWatch
with negative implications, where they were placed on Sept. 16,
2002, following the completion of Sun Media's refinancing that was
carried out largely as expected. In addition, outstanding ratings
on Quebecor Media, including the 'B+' long-term corporate credit
rating, along with all ratings on subsidiaries Sun Media Corp.,
and Videotron Ltee, were affirmed. The outlook is stable.

At the same time, ratings on Sun Media's US$97.5 million 9.5%
senior subordinated notes due February 2007, and US$53.5 million
9.5% senior subordinated notes due May 2007, were withdrawn to
reflect Sun Media's intention to call these notes in the near
term.


RIVERWOOD INT'L: Extends Consent Solicitations for Senior Notes
---------------------------------------------------------------
Riverwood International Corporation announced today that it is
extending the consent expiration date in its solicitations of
consents to the proposed amendments to the indentures governing
its outstanding 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).

Each consent solicitation, which was set to expire at 5:00 p.m.,
New York City time, on Thursday, July 31, 2003, is extended to
12:01 a.m., New York City time, on Thursday, August 7, 2003. The
tender offer expiration date for the related cash tender offers to
purchase any and all outstanding Notes of each issue remains 12:01
a.m., New York City time, on Thursday, August 7, 2003.

Each holder of Notes who validly consents to the proposed
amendments with respect to such issue of Notes at or prior to
12:01 a.m., New York City time, on Thursday, August 7, 2003, 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 will not be able to tender their notes or
deliver their consents after such time and date. As previously
announced on July 30, 2003, Riverwood has received the consents of
holders at least of the majority of the outstanding principal
amount of each issue of Notes, and by the terms of the consent
solicitations, consents to the proposed amendments may no longer
be revoked and related tenders of Notes may no longer be
withdrawn. 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.

As of 5:00 p.m., New York City time, today, the following
principal amount of Notes had been tendered: approximately $300.4
million of the $400.0 million outstanding principal amount of the
10-7/8% Senior Subordinated Notes due 2008; approximately $167.0
million of the $250.0 million outstanding principal amount of the
10-5/8% Senior Notes due 2007 issued in July 1997; and
approximately $221.6 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 (S&P, B Corporate Credit Rating, Positive),
headquartered in Marietta, Georgia, is a leading provider of
paperboard packaging solutions and paperboard to multinational
beverage and consumer products companies.


SAFETY-KLEEN: Delaware Court Confirms Plan of Reorganization
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
confirmed Safety-Kleen's proposed Plan of Reorganization, the
company announced.

"Confirmation of the plan represents a tremendous step forward for
the Company and everyone who has supported us in this process --
our employees, our customers and vendors, and our creditors," said
Safety-Kleen Chairman, CEO and President Ronald A. Rittenmeyer.

"We can now focus on completing the few final organizational steps
that remain for us to emerge from bankruptcy as a stronger,
healthier and more competitive company," he added.

Safety-Kleen entered into Chapter 11 bankruptcy protection
voluntarily on June 9, 2000. The Company expects to complete the
remaining steps of the bankruptcy process and emerge within the
third quarter of 2003.

"We look forward to emerging as a new Safety-Kleen," said
Rittenmeyer. "We have worked hard and invested strategically to
improve every area of the Company, and we will continue to do so
post-emergence. We're ready to put the most challenging time in
Safety-Kleen's history behind us and concentrate totally on doing
what we do best -- providing world-class service to our
customers."

Safety-Kleen is the leading parts cleaner and industrial waste
management company in North America, serving hundreds of thousands
of customers in the United States, Canada, Mexico and Puerto Rico.


SAFETY-KLEEN: Wants Approval to Settle with Committee & Andersen
----------------------------------------------------------------
The Safety-Kleen Debtors, represented by Michael W. Yurkewicz,
Esq., at Skadden Arps Slate Meagher & Flom LLP in Wilmington,
bring a Settlement Agreement with Arthur Andersen LLP to Judge
Walsh for approval.  The Settlement Agreement resolves all
compensation-related disputes with Andersen.

Mr. Yurkewicz reminds Judge Walsh that he authorized the Debtors'
employment of Andersen as auditors and accounting advisors to
these estates, and subsequent expansions of their
responsibilities. Andersen has made periodic applications for
payment, and the Debtors, beginning with the 22nd such
application, have objected.  The Official Committee has joined the
Debtors in those objections.

Andersen has filed a limited objection to confirmation of the
Debtors' Plan, asserting that as a result of its services to the
Debtors, Andersen is owed the aggregate amount of fees of
$56,042,000, and reimbursement of expenses totaling $5,122,000.
After credit for interim payments made, Andersen asserts that the
Debtors continue to owe it approximately $25,682,000, which is
disputed.

Rather than litigate, the parties chose to settle this dispute and
the related Objection to Confirmation on these terms:

        (1)  Remaining Compensation and Reimbursement to Andersen.
             Subject to:

                (i) the filing of the proposed Final Fee
                    Application;

               (ii) the entry of a final Bankruptcy Court order
                    on Andersen's proposed Final Fee Application
                    allowing Andersen compensation and
                    reimbursement in an amount equal to or
                    greater than the aggregate of:

                       (a) all interim payments received to date
                           by Andersen, and

                       (b) an additional payment to Andersen of
                           $7,500,000.00, and

             (iii) the occurrence of the Effective Date for a
                   Plan supported by the Creditors' Committee;

             Andersen shall be entitled to allowance of its
             claimed fees and expenses in an amount equal to
             the Aggregate Andersen Compensation and
             Reimbursement.

        (2)  Debtors' Support.  The Debtors will support allowance
             of Andersen's fees and expenses in such amount.

        (3)  No Committee Objection.  The Creditors' Committee
             will not object to allowance of Andersen's fees
             and expenses in such amount.

        (4)  Cap on Compensation and Reimbursement to Andersen.
             Conditioned upon:

                (i) entry of any Andersen Allowance Order, and

               (ii) compliance by the Debtors and the Creditors'
                    Committee with their obligations under the
                    Settlement;

             Andersen shall waive the right to any additional
             payments from the Debtors or their estates over and
             above the Aggregate Andersen Compensation and
             Reimbursement.

        (5)  Payments to Andersen.  Upon the receipt by the
             Debtors with copies to counsel for the Creditors'
             Committee of ballots sufficient for the Class 3
             creditors to accept the Plan, the Debtors shall pay
             Andersen $5,780,247.00.   Upon entry of an order by
             the Bankruptcy Court approving this Settlement, the
             Debtors shall make the First Andersen Payment to the
             extent they have not previously done so, and shall
             also pay Andersen $1,719,753.00.  Upon entry of the
             Andersen Allowance Order and the occurrence of the
             Effective Date, Andersen shall be entitled to retain
             the Additional Andersen Payment, as well as all other
             amounts previously received from the Debtors in the
             Debtors' chapter 11 cases.

        (6)  Andersen's Obligations with Respect to Additional
             Andersen Payment.  Upon receipt, Andersen shall hold
             the Additional Andersen Payment in trust for the
             benefit of SKC and its bankruptcy estate. Upon the
             earlier of:

                 (i) withdrawal or material modification of the
                     Plan by the Debtors without the consent of
                     the Creditors' Committee;

                (ii) conversion of this case to a case under
                     chapter 7 of the Bankruptcy Code; or

               (iii) failure of the Effective Date to occur prior
                     to November 1, 2003;

             Andersen [sic] shall promptly remit the Additional
             Payment to SKC. Upon the occurrence of the Effective
             Date, and provided that Andersen has not received
             written notice of the occurrence of a Triggering
             Event, the trust provided in this Settlement shall
             terminate, and Andersen shall have no further duties
             to hold the Additional Andersen Payment in trust.

        (7)  Release of Andersen Entities.  Upon the Effective
             Date, the Debtors and the Committee, on behalf of
             themselves, their bankruptcy estates, and their
             respective present or former affiliates, members,
             partners, directors, officers, shareholders,
             employees, representatives, agents, attorneys,
             insurers, predecessors, successors and assigns of
             all of these, and for any person who seeks to assert
             claims by or through any of these, will release
             Andersen, Andersen Worldwide SC, Accenture LLP
             (f/k/a, Andersen Consulting LLP), Accenture Partners
             SC (f/k/a Andersen Consulting Partners, SC) and
             their respective present or former affiliates, member
             firms, members, partners, principals, directors,
             officers, shareholders, employees, representatives,
             agents, attorneys, predecessors, successors and
             assigns of all of these from any and all liability
             arising from, arising out of or relating to:

                 (i) any objections to the allowance of Andersen's
                     fees and expenses in the Debtors' chapter 11
                     cases in an amount up to the Aggregate
                     Andersen Compensation and Reimbursement;

                (ii) any objections to the expansion of the scope
                     of Andersen's retention in these Chapter 11
                     Cases;

               (iii) any services rendered by Andersen and its
                     professionals to the Debtors in these Chapter
                     11 Cases and prior to the Chapter 11 cases;

                (iv) Andersen's withdrawal as auditors, accounting
                     and tax advisors and business consultants to
                     the Debtors; and

                 (v) any claims or objections arising from or
                     relating to the facts and arguments set forth
                     in the Debtors' Objection, the Committee's
                     Joinder, and the December 19, 2000 letter
                     objection from Susheel Kirpalani to J.
                     Gregory St. Clair.

         (8)  Release of Safety-Kleen Entities.  Upon the
              Effective Date, Andersen, on behalf of itself and
              for any other person who seeks to assert claims by
              or through it will release the Safety-Kleen Entities
              from any and all liability arising from, arising out
              of or relating to:

                  (i) any services rendered by Andersen and its
                      professionals to the Debtors in the Debtors'
                      chapter 11 cases and prior to the Debtors'
                      chapter 11 cases;

                 (ii) Andersen's withdrawal as auditors,
                      accounting and tax advisors and business
                      consultants to the Debtors; and

                (iii) any claims or objections arising from or
                      relating to the facts and arguments set
                      forth in Andersen's Limited Objection.

        The Debtors and Committee's Arguments for Approval

The Debtors submit that the settlement should be approved because
it is in the best interests of these estates and creditors.  The
terms and conditions were reached only after arm's-length
negotiations between the parties and resolve actual and potential
disputes and controversies that, if permitted to continue, could
involve time-consuming and expensive legal proceedings for the
Debtors.

Moreover, the Settlement is in the best interests of the Debtors
and their estates and creditors because the Debtors will pay only
$7,500,000.00 in full satisfaction of Andersen's claim of
$25,682,000.00 and Andersen will withdraw its Limited Objection to
confirmation of the Plan.  By reaching this reasonable compromise,
the Debtors' estate will also avoid incurring additional
administrative expenses, including attorneys' fees and other costs
that would be incurred if the dispute proceeded to a full trial on
the merits.

The Debtors are currently authorized to pay Andersen the First
Andersen Payment in the amount of $5,780,247.00 pursuant to the
interim compensation procedures applicable to the Debtors' chapter
11 cases. Pursuant to the Settlement, only the Debtors and the
Creditors' Committee waive their rights to object to the Proposed
Final Fee Application.  The Settlement does not affect the right
of other parties-in-interest, including the United States Trustee,
to object to the Proposed Final Fee Application. (Safety-Kleen
Bankruptcy News, Issue No. 61; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


SCHUFF: Operating Income Cut Prompts S&P to Lower Rating to B-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured note ratings on Phoenix, Arizona-based
engineering and construction service provider Schuff International
Inc. to 'B-' from 'B'. Both ratings were placed on CreditWatch
with negative implications.

The rating actions followed the company's announcements that
operating income declined about 80% in the first half of 2003 from
the year-earlier period, that backlog had declined to less than
$97 million, and that its nominal liquidity may erode further in
the second half of the year as it anticipates a rise in working
capital. At June 30, 2003, Schuff had about $90 million in debt
outstanding.

Schuff provides construction services and fabricated steel
products to highly cyclical industrial and commercial markets. The
protracted weakness in these sectors, combined with intense
pricing pressures, has resulted in poor operating results.
Furthermore, although the company notes that it is seeing some
recovery within certain markets, it will continue to need to
work through poor-margin backlog. At June 30, 2003, Schuff had
about $9 million of unrestricted cash, had no near-term debt, and
was in the process of obtaining a new bank facility.

"Nominal liquidity could weaken as the company uses cash for
working capital and to support letters of credit," said Standard &
Poor's credit analyst Joel Levington. "We will meet with
management to discuss its operating initiatives to improve
performance during this period of weak demand, as well as steps
Schuff is taking to strengthen its liquidity position, before
taking a further rating action."


SERVICEWARE TECHNOLOGIES: Reports Improved Performance for Q2
-------------------------------------------------------------
ServiceWare Technologies, Inc. (OTC Bulletin Board: SVCW), a
leading provider of Web-based knowledge management solutions for
customer service and support, announced results for the second
quarter ended June 30, 2003. The Company reported revenues of $3.1
million, up 45% from the first quarter 2003 results of $2.1
million, and up 4% compared with the second quarter 2002 results
of $2.9 million. The net loss for the quarter was down 56% to
$369,000, which compared to a net loss of $842,000 reported in the
second quarter of 2002. The Company reported income from
operations of $78,000. The Company also reported EBITDA of
$363,000 for the quarter, in line with its previous forecast.

Second Quarter Highlights:

- The Company reported revenues of $3.1 million

- The Company grew revenues 45% quarter over quarter

- The Company reported EBITDA of $363,000

- The Company reported income from operations of $78,000

- The Company ended the quarter with cash and short-term
   investments equaling $1.1 million, an increase of 3% over
   March 31, 2003

- The Company signed contracts with 17 customers during the
   quarter, including: National Institutes of Health, Aventis
   Pharmaceuticals, Cingular Wireless, EDS Corporation, Fifth Third
   Bancorp, Stratacom and C3i

- The Company recognized 53% of its license revenue during the
   quarter from new customers and 47% from its existing client base

- The Company signed a global channel outsourcing agreement with a
   Fortune 100 technology company who has selected ServiceWare as
   their exclusive Knowledge Management provider

- The Company announced its mid-market offering, ServiceWare
   Express(TM)

- The Company recently announced a validated integration with
   Remedy(R), a BMC Software company

ServiceWare Technologies' June 30, 2003 balance sheet shows that
its total current liabilities eclipsed its total current assets by
about $400,000. Also, at the same date, the Company's net capital
is whittled down to $385,000 from about $2 million reported six
months ago.

"We are pleased with the continued progress the Company made
during the quarter as we achieved EBITDA positive results,
operating income, and revenue growth," said Kent Heyman, president
and chief executive officer of ServiceWare Technologies. "We were
able to lower our operating expense by 18% over last year, while
growing our top line. I was also pleased with the revenue mix we
saw during the quarter with our existing customers delivering 47%
of our license revenues through expanded use of our solutions
throughout the enterprise as well as upgrades to our new version."

Mr. Heyman continued, "looking ahead to the remainder of the year,
we are cautiously optimistic about our core business as our
pipeline remains strong. We are also pleased to have signed a
global outsourcing agreement with a Fortune 100 technology company
as their designated Knowledge Management provider. We see this as
a tremendous opportunity moving forward."

ServiceWare is a leading provider of Web-based knowledge
management solutions for customer service and support. ServiceWare
software empowers organizations to deliver superior service while
reducing support costs. Powered by ServiceWare's Cognitive
Processor(R), a patented self-learning search technology,
ServiceWare Enterprise(TM) and ServiceWare Express(TM) enable
businesses to develop and manage a repository of knowledge to
effectively answer inquiries over the Web and in the call center.
Leading organizations have implemented ServiceWare software
including EDS, H&R Block, AT&T Wireless, Cingular Wireless, Fifth
Third Bancorp, Green Mountain Energy, Reuters, and QUALCOMM. Learn
more about the Company by visiting http://www.serviceware.com


SK GLOBAL: Seeks Court Injunction Against Utility Companies
-----------------------------------------------------------
Section 366 of the Bankruptcy Code entitles all Utility Providers
continuing to provide service to a debtor in bankruptcy "adequate
assurance of future payments."  In small bankruptcy cases,
adequate assurance translates to a cash deposit equal to a month
or two of actual usage.  Determinations of what constitutes
adequate assurance under Section 366, Albert Togut, Esq., at
Togut, Segal & Segal LLP, argues, are entirely within the court's
discretion, pointing Judge Blackshear to Virginia Elec. & Power
Co. v. Caldor, Inc., 117 F.3d 646, 650 (2d Cir. 1997); In re
Adelphia Bus Solutions, Inc., 280 B.R. 63, 81 (Bankr. S.D.N.Y.
2002); and In re Begley, 41 B.R. 402, 405-406 (E.D. Pa. 1984),
aff'd, 760 F.2d 46 (3d Cir. 1985) ("[S]ection 366(b) vests in the
bankruptcy court the exclusive responsibility for determining the
appropriate security which a debtor must provide to his utilities
to preclude termination of service for non-payment of prepetition
utilities bills").

"Adequate assurance" under Section 366 is not synonymous with
"adequate protection," Mr. Togut says.  In determining what
constitutes adequate assurance, the court is not required to give
the utilities the equivalent of a guaranty of payment, but must
only determine that the utility is not subject to an unreasonable
risk of nonpayment for postpetition services.  See Adelphia, 280
B.R. at 80; In re Caldor, Inc.-NY, 199 B.R. 1, 3 (S.D.N.Y. 1996);
Massachusetts Elec. Co. v. Keydata Corp. (In re Keydata Corp.),
12 B.R. 156, 158 (1st Cir. 1989).  Courts have recognized that
requiring a debtor to allocate valuable liquidity for a deposit
to provide further adequate assurance effectively can "prejudice
the unsecured creditor body for the benefit of a single one."  In
re Magnesium Corp. of Am., 278 B.R. 698, 713-714 (Bankr. S.D.N.Y.
2002).

The United States Court of Appeals for the Second Circuit has
held that where, as in SK Global America Inc.'s case, the debtor
has generally timely paid its utility bills prior to the
commencement of its Chapter 11 case, the administrative expense
priority provided in Sections 503(b) and 507(a)(1) of the
Bankruptcy Code constitutes adequate assurance of payment, and no
deposit or other security is required.  See Virginia Elec. & Power
Co. v. Caldor, Inc., 117 F.3d 646 (2d Cir. 1997).  See also In re
Demp, 22 B.R. 331, 332 (Bankr. E.D. Pa 1982); In re Shirley, 25
B.R. 247, 249 (Bankr. E.D. Pa. 1982) ("[S]ection 366(b) of the
[Bankruptcy] Code does not permit a utility to request adequate
assurance of payment for continued services unless there has been
a default by the debtor on a prepetition debt owed for services
rendered").

SK Global America, has the ability and will continue to pay all
undisputed postpetition obligations for the Utility Companies
in accordance with the parties' prepetition practices.  The Debtor
estimates its average monthly utility costs at about $50,000.  SK
Global has a good payment history with the Utility Companies and
it will have ample cash resources to adequately assure the Utility
Companies of timely future payment.

Accordingly, by this motion, SK Global asks Judge Blackshear to:

     -- enjoin the Utility Companies from altering, refusing or
        discontinuing service because of non-payment of prepetition
        balances; and

     -- find that the company's history of prompt payment, ample
        postpetition liquidity, the statutory administrative
        priority and the debtor's promise to pay constitute
        adequate assurance under Section 366. (SK Global Bankruptcy
        News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)


SMTC CORP: Schedules Q2 Results Teleconference for Aug. 11, 2003
----------------------------------------------------------------
SMTC Corporation (Nasdaq: SMTX) (TSX: SMX), a global electronics
manufacturing services provider, has scheduled its second quarter
results teleconference.

The teleconference will be held on August 11, 2003 at 5:00 PM EST.
Those wishing to listen to the teleconference should access the
webcast at the investor relations section of SMTC's Web site
http://www.smtc.com. A rebroadcast of the webcast will be
available on SMTC's website following the teleconference.

Participants should assure that they have a current version of
Microsoft Windows Media Player before accessing the webcast.

Members of the investment community wishing to ask questions
during the teleconference may access the teleconference by dialing
416-640-4127 or 800-814-4859 ten minutes prior to the scheduled
start time. A rebroadcast will be available following the
teleconference by dialing 416-640-1917 or 877-289-8525, pass code
21012881 followed by the pound key.

SMTC Corporation is a global provider of advanced electronic
manufacturing services to the technology industry. SMTC offers
technology companies and electronics OEMs a full range of value-
added services including product design, procurement, prototyping,
printed circuit assembly, advanced cable and harness interconnect,
high precision enclosures, system integration and test,
comprehensive supply chain management, packaging, global
distribution and after-sales support. SMTC is a public company
incorporated in Delaware with its shares traded on the Nasdaq
National Market System under the symbol SMTX and on The Toronto
Stock Exchange under the symbol SMX. Visit SMTC's web site,
http://www.smtc.com, for more information about the Company

SMTC Corporation's March 30, 2003 balance sheet shows that its
total current liabilities exceeded its total current assets by
about $7 million.


SOLUTIA: Weak Performance & Refinancing Risk Cause Rating Drop
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Solutia Inc. to 'B-' from 'BB-,' citing increased
refinancing risk and continued weak operating performance. All
ratings were removed from CreditWatch where they were placed
April 25, 2003. The current outlook is negative.

St. Louis, Missouri-based Solutia is a manufacturer and marketer
of specialty and industrial chemical products, including nylon
fibers and polymers, and has $983 million of debt (excluding the
capitalization of operating leases).

"The downgrade reflects significant deterioration in the company's
credit quality, liquidity concerns, and a meaningful increase in
refinancing risk," said Standard & Poor's credit analyst Peter
Kelly. "Adverse developments regarding the company's PCB
litigation, including unfavorable verdicts and diminished
prospects for a comprehensive resolution, along with weak earnings
and cash flow generation, will make the company's refinancing
efforts more difficult and will constrain the company's liquidity
position," he said. Solutia has stated that it is examining all
available alternatives with regards to the PCB issue and future
liquidity needs.


STEAKHOUSE PARTNERS: Obtains Court Nod for $5M DIP Financing Pact
-----------------------------------------------------------------
On July 24, 2003, the United States Bankruptcy Court for the
Central District of California - Riverside Division, authorized
Steakhouse Partners, Inc., and certain of its affiliated debtors
to obtain postpetition debtor-in-possession financing in the sum
of $5,000,000 on a secured and superpriority basis. The Financing
will be used to meet the Company's working capital needs pending
final confirmation of the Company's forthcoming amended plan of
reorganization. The Financing is being provided by Steakhouse
Investors, LLC and is subject in part to final court order. Under
the terms of the Financing, upon Confirmation, the Financing will
convert into a ninety percent (90%) equity interest in the
reorganized Company, with the remaining ten percent (10%) of the
equity of the reorganized Company being issued to certain
creditors of the Company. Under the forthcoming Plan, existing
equity interests in Steakhouse Partners, Inc. would be cancelled
upon Confirmation.


STELCO: S&P Keeps Watch Due to Cost-Reduction Ability Concerns
--------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings on
integrated steel producer Stelco Inc., including the 'B' long-term
corporate credit rating, on CreditWatch, with negative
implications.

"The CreditWatch action reflects Standard & Poor's opinion that
significant changes in the company's cost structure are required
in order to ensure its long-term viability," said Standard &
Poor's credit analyst Chris Timbrell.

Stelco's existing plans, including the planned sale of AltaSteel,
should provide the company with adequate near to mid-term
liquidity and financing based on current market conditions.
Nevertheless, Standard & Poor's believes that there is a need for
strong action to address the company's high cost structure. The
recent departure of the company's CEO, James Alfano, demonstrates
the company's acknowledgement that significant changes are
necessary. To the extent that the change in management could
indicate a heightened focus by the company on the need for change,
and it should be a positive development in the long term.

Stelco's financial performance is expected to be very weak for the
remainder of 2003, with a cash loss projected for the year.
Standard & Poor's views the next two quarters to be critical. In
order to maintain the current ratings, Stelco will have to
demonstrate that it can maintain at least twelve months liquidity
(on a rolling basis) through careful cash management, and is
positioning itself to start generating positive operating cash
flows from operations. This will require a recovery in steel
prices from current levels or substantial cost reductions. If the
outlook for steel markets in 2004 does not reflect price
increases, or the company cannot eliminate cash losses, Stelco's
available cash and bank lines are not expected to last beyond
2004, although proceeds from the planned sale of AltaSteel could
extend this timeframe. Under these circumstances, the rating could
be lowered by two or more notches.

Hamilton, Ontario-based Stelco is the largest steel producer in
Canada, with both integrated and mini-mill production of rolled
and manufactured steel products at multiple production sites. In
2002, Stelco shipped 4.7 million tons of steel, equal to about
one-quarter of all Canadian steel consumption. About 85% of
Stelco's sales are in Canada, with the remainder primarily in the
U.S.


SUMMIT PROPERTIES: Senior Unsecured Debt Rating Down to BB+
-----------------------------------------------------------
Standard & Poor's lowered its senior unsecured debt ratings on
Summit Properties Partnership L.P. to 'BB+' from 'BBB-'. This
rating action impacts $267 million of senior unsecured notes. At
the same time, the corporate credit rating on Summit Properties
Inc. is affirmed. The outlook is stable.

"The lowering of the senior unsecured debt ratings follow the
closing of a new $200 million secured credit facility due 2008,
which is secured by nine formerly unencumbered properties. The new
facility replaces Summit's previous $225 million unsecured credit
facility, which was due to mature in September 2004," said
Standard & Poor's credit analyst George Skoufis.

While market conditions will likely remain challenging in
certain of Charlotte, North Carolina-based Summit's core markets,
recently developed communities have shown improved leasing trends,
near-term capital needs are manageable, and there will be modest
cost benefits associated with the new revolver. As a result,
Summit's debt and fixed-charge coverage measures, which have been
near the minimum acceptable for the current rating, should begin
to see gradual improvement. Standard & Poor's would revisit the
lower unsecured debt rating, should future financing activity
result in a return to lower overall secured debt levels.


SUPERIOR TELECOM: Files Chapter 11 Reorganization Plan in Del.
--------------------------------------------------------------
Superior TeleCom Inc. (OTC: SRTOQ.OB) has filed its proposed Plan
of Reorganization and related Disclosure Statement with the U.S.
Bankruptcy Court for the District of Delaware, positioning the
Company and its operating subsidiaries to emerge from Chapter 11
with a substantially improved balance sheet and a significantly
deleveraged capital structure.

The proposed Plan of Reorganization, which is the product of
extensive negotiations with the largest holders of the Company's
$1.15 billion pre-petition senior secured credit facility,
contemplates a reduction in debt of more than $1 billion. The
Company's total debt at June 30, 2003 totaled approximately $1.3
billion. A hearing before the Bankruptcy Court is scheduled for
September 2, 2003 to consider approval of the Disclosure
Statement. Upon Court approval, the Company will begin a
solicitation of votes for acceptance of the Plan of Reorganization
from its senior secured creditors and certain other creditor
constituents (including holders of its senior subordinated notes
and its general unsecured creditors). If the requisite votes are
received, a hearing will be held before the Bankruptcy Court to
consider confirmation of the Plan.

David S. Aldridge, Chief Financial and Restructuring Officer of
Superior TeleCom Inc. stated, "The filing of our Plan of
Reorganization represents a major step towards a successful
financial restructuring and emergence from Chapter 11. We are very
pleased to have the support of certain of the largest holders of
our senior secured bank debt for the principal terms and
provisions of the Plan which should help to facilitate final
ratification of this Plan by our senior secured lenders. While
there can be no certainties as to timing and final Plan terms, we
believe we can complete this restructuring, including final
confirmation of our Plan and emergence from Chapter 11, in the
fourth quarter of 2003. The substantial debt reduction
contemplated by the Plan should leave Superior with a strong
equity base and the ability to take advantage of strategic
opportunities, and further strengthen our market leading positions
in the Communications Cable and OEM (magnet wire) industries.

"We are extremely grateful for the loyalty and support of our
customers, vendors and employees over the past four months which
has allowed us to continue to operate our businesses normally
through this transition period. We are hopeful and confident that
this support will continue through the remainder of the Chapter 11
restructuring process and will lead to even more fruitful
relationships in the future."

Under the Plan of Reorganization, holders of the Company's pre-
petition senior secured debt will receive a pro rata distribution
of: (i) 100% of the new Common Stock of the reorganized Company
(subject to limited dilution from management options and stock
purchase warrants); (ii) $145 million in new Senior Notes with a
five-year term; and (iii) $5 million in new Preferred Stock with a
mandatory redemption in 2013.

Other distributions contemplated under the Plan include a pro rata
allocation of $2 million in cash to general unsecured creditors if
the class votes in favor of the Plan and a pro rata distribution
of stock purchase warrants to acquire up to 5% of the new Common
Stock (at a premium to equity value) to holders of the Company's
$220 million senior subordinated notes.

Certain other unsecured debt, including holders of the Company's
$167 convertible debentures (formerly holders of the Company's
Convertible Trust Preferred Securities) and existing common equity
stockholders will receive no distribution under the Plan.

The reorganized Company also expects to obtain a $120 million
secured revolving credit "exit" facility, which will be used to
repay borrowings under the DIP credit facility and to fund future
working capital and general corporate requirements. The Company
currently estimates total funded debt upon consummation of the
Plan and emergence (including the Senior Notes and initial draws
under the revolving credit facility) will be approximately $210
million.

As announced on March 3, 2003, Superior TeleCom Inc.'s U.S.
operations filed petitions for reorganization under Chapter 11 of
the United States Bankruptcy Code. Superior TeleCom's United
Kingdom and Mexican operations were not included in the filing.

Superior TeleCom Inc. is one of the largest North American wire
and cable manufacturers and among the largest wire and cable
manufacturers in the world. Superior manufactures a broad
portfolio of wire and cable products with primary applications in
the communications and original equipment manufacturer (OEM)
markets. The Company is a leading manufacturer and supplier of
communications wire and cable products to telephone companies,
distributors and system integrators and magnet wire for motors,
transformers, generators and electrical controls. Additional
information can be found on the Company's Web site at
http://www.superioressex.com


TELESYSTEM INT'L: Second Quarter Results Enter Positive Zone
------------------------------------------------------------
Telesystem International Wireless Inc. (TSX, "TIW", Nasdaq,
"TIWI") reported its results for the second quarter and the first
six months ended June 30, 2003.

Consolidated operating income before depreciation and amortization
(EBITDA) increased 70% to $97.4 million compared to $57.3 million
for the second quarter of 2002. Operating income increased 120% to
$48.4 million compared to $22.0 million for the same period last
year. The strong growth in operating income reflects the continued
solid financial performance in Romania and improved results in the
Czech Republic where the Company's operating subsidiary recorded
its first quarter of positive operating income.

During the quarter, TIW's financial position improved
significantly with the closing by its indirect subsidiary, MobiFon
Holdings B.V., of $225,000,000 issue of 12.5% Senior Notes due
July 31, 2010. The Notes were sold at 97.686% of par for a yield
to maturity of 13%. As a result of proceeds distributed to
ClearWave and TIW, TIW redeemed $124.9 million in principal amount
of 14% Senior Guaranteed Notes plus accrued interest during the
month of July 2003. Furthermore, TIW has notified the trustee of
its 14% Senior Notes that it will redeem at par the remaining
$23.3 million outstanding in principal amount of 14% Senior Notes
plus accrued interest on August 8, 2003. At that time TIW will
essentially be debt free at the corporate level.

"The closing of the Notes offering removes the going concern
uncertainty related to TIW and completes the recapitalization of
the Company begun in 2001. TIW is now fully funded with two strong
operations in Central and Eastern Europe that continue to record
outstanding financial performances," said Bruno Ducharme,
President and Chief Executive Officer of TIW.

"We are pleased with our second quarter and year-to-date results,"
said Alexander Tolstoy, President and Chief Executive Officer of
ClearWave. "During the second quarter, Cesky Mobil recorded its
first positive operating income, only three years after commercial
launch and its strategy of targeting postpaid subscriber growth is
continuing to generate strong results. Postpaid subscribers now
account for over 40% of Cesky Mobil's subscriber base, a
remarkable accomplishment for a third entrant. "In Romania,
MobiFon is continuing to generate strong EBITDA margin and higher
operating income", added Mr. Tolstoy.

                        Results of Operations

TIW recorded net subscriber additions for the second quarter of
163,300 to reach total subscribers from continuing operations of
4,238,800, up 21% compared to 3,505,200 at the end of the second
quarter of 2002. Consolidated service revenues increased 41% to
$221.1 million compared to $156.4 million for the second quarter
of 2002. The strong revenue growth, lower selling, general and
administrative expenses ("SG&A") as a percent of revenues and
continued cost management at the corporate level resulted in an
operating income of $48.4 million compared to $22.0 million for
the same period last year.

Income from continuing operations was $6.5 million, or $0.07 per
share basic and fully diluted compared to income from continuing
operations of $39.9 million or $0.40 per share for the second
quarter of 2002. The 2002 income from continuing operations
includes a pre-tax non-cash gain of $43.5 million related to the
expiry of the TIW Units on June 30, 2002. At that date, the
ClearWave shares included in the TIW Units detached and became
freely tradable.

Net income for the second quarter 2003 amounted to $6.5 million or
$0.07 per share basic and fully diluted compared to a net loss of
$89.8 million or $0.90 per share for the second quarter 2002. The
2002 figure includes a loss from our Brazil discontinued
operations of $129.6 million partially offset by the non-cash gain
related to the expiry of the Units.

For the first six months of 2003, consolidated service revenues
increased 39% to $410.5 million compared to $295.1 million for the
same period last year. Operating income doubled to $78.8 million
from $38.6 million for the same period last year. Income from
continuing operations was $18.3 million or $0.19 per share basic
and fully diluted compared to $79.4 million, or $0.95 per share.
The 2003 figure includes a gain of $19.8 million on the sale of a
minority interest in MobiFon, while the 2002 income from
continuing operations includes a pre-tax non-cash gain of $91.1
million related to the financial restructuring of the Company
completed in the first quarter of 2002 and the expiry of the Units
during the second quarter of 2002. Net income for the six month
period ended June 30, 2003 was $9.5 million or $0.10 per share
basic and fully diluted compared to a net loss of $50.2 million or
$0.65 per share basic and fully diluted for the corresponding
prior year period. These results included losses from discontinued
operations of $8.8 million and $129.6 million, respectively, which
related to our discontinued Brazilian cellular operations which
were disposed of on March 26, 2003 for gross proceeds of $70,0
million.

On June 23, 2003, TIW amended its share capital to implement a one
for five (1:5) consolidation of its common shares. Following the
consolidation, the number of issued and outstanding common shares
was reduced from 467,171,850 to 93,432,101. The number of issued
and outstanding preferred shares remained unchanged at 35,000,000
but their conversion ratio was changed from 1 common share for
each preferred share to 1 common share for 5 preferred shares. All
per share amounts included herein have been adjusted to reflect
the share consolidation.

MobiFon S.A. - Romania

MobiFon, the market leader in Romania with an estimated 49% share
of the cellular market, added 73,400 net subscribers for the
second quarter for a total of 2,746,100, compared to 2,337,000
subscribers at the end of the same 2002 period, an increase of
17%. The prepaid/postpaid mix at the end of June 2003 of 64/36 was
unchanged from a year ago.

Service revenues reached $127.1 million, an increase of 23%, due
to a larger subscriber base and an increase in monthly average
revenue per user, compared to $103.0 million for the second
quarter last year. ARPU for the second quarter reached $14.44
compared to $13.27 in the first quarter and $14.12 for the same
period of last year. SG&A expenses decreased to 21% of service
revenues compared to 23% for the 2002 corresponding period. EBITDA
increased 28% to $71.4 million compared to $55.9 million for the
same period last year and EBITDA as a percentage of service
revenue improved to 56% compared to 54% in the quarter ending June
30, 2002. Operating income rose 30% to $45.9 million compared to
$35.2 million for the second quarter of 2002.

For the first six months, service revenues increased 21% to $240.2
million compared to $198.9 million for the same period last year.
EBITDA increased 26% to $137.2 million compared to $108.5 million
for the 2002 period. Operating income rose 22% to $81.7 million
compared to $67.1 million for the first six months of 2002.

Prior to June 30, 2003, as a result of operating in a highly
inflationary economy, MobiFon used the Company's reporting
currency, the U.S. dollar, as its functional currency. As of June
30, 2003, the cumulative inflation in Romania for the last three
years was below 100% and consequently Romania ceased to be defined
for accounting purposes as a highly inflationary economy. An
assessment as to which currency is MobiFon's functional currency
was made based on the collective economic factors of the
environment in which it operates and the U.S. dollar has been
determined to continue to be their functional currency.

Cesky Mobil a.s. - Czech Republic

Cesky Mobil added 66,900 net subscribers in the second quarter to
reach 1,337,500, an increase of 25% compared to 1,071,300
subscribers at the end of the second quarter of 2002. The
company's focus on postpaid growth continued to be successful with
postpaid subscribers representing 70% of net additions during the
quarter. As a result, the company's prepaid/postpaid mix as of
June 30, 2003 was 59/41 compared to 73/27 at June 30, 2002. Cesky
Mobil estimates it held a 15% share of the national cellular
market as of June 30, 2003, compared to a 13% share at the same
time last year. During the past 12 months, management estimates
cellular penetration in the Czech Republic increased to 87% from
76% at the end of the second quarter of 2002.

Service revenues increased 76% to $94.0 million compared to $53.5
million for the second quarter of 2002 due to the increase in the
number of subscribers and an increase in ARPU. ARPU for the second
quarter reached Czech Koruna 641.5 ($23.18) compared to Czech
Koruna 590.7 ($20.03) in the first quarter and Czech Koruna 550.4
($16.65) for the same period of last year.

Cesky Mobil recorded EBITDA of $28.5 million, its sixth
consecutive quarter of positive EBITDA, compared to EBITDA of $3.6
million for the same period last year. This improvement reflects
the revenue impact of solid subscriber growth and the economies of
scale realized as fixed costs are spread over the larger
subscriber base. Also included in EBITDA in the second quarter of
2003, is the effect of a $3.3 million reduction in estimated
interconnection costs mainly related to prior periods. SG&A
expenses declined to 25% of service revenues compared to 38% for
the same period last year. Cesky Mobil recorded positive operating
income for the first time with operating income of $5.1 million
for the second quarter 2003, compared to an operating loss of
$10.9 million for the second quarter of 2002, an improvement of
$16.0 million.

For the first six months, service revenues increased 77% to $170.3
million compared to $96.2 million for the same period in 2002.
EBITDA reached $45.8 million compared to EBITDA of $4.5 million
for the first six months of last year, an improvement of $41.3
million. Operating income reached $1.3 million compared to a loss
of $23.5 million for the same period in 2002.

                     Corporate and Other

The Company's wireless operations in India and other corporate
activities recorded negative EBITDA of $2.5 million for the second
quarter ended June 30, 2003 and negative EBITDA of $4.1 million
for the first six months of 2003, compared to negative EBITDA of
$2.2 million and of $5.0 million respectively for the same periods
last year.

                Liquidity and Capital Resources

For the second quarter of 2003, operating activities provided cash
of $73.3 million and of $119.8 million for the first six months
compared to $39.5 million and $57.6 million respectively in the
corresponding 2002 periods, mainly explained by the increase in
the 2003 EBITDA over the corresponding periods in 2002 offset by
higher taxes paid by MobiFon in 2003.

Investing activities used cash of $68.5 million for the quarter
ended June 30, 2003, compared to $53.2 million in the
corresponding 2002 period as a result of higher acquisitions of
property, plant and equipment. For the first six months of 2003,
investing activities used cash of $58.0 million compared to $107.0
million for the first six months of 2002. During the 2003 period,
the Company received net proceeds of $41.5 million from the sale
of a minority interest in MobiFon. Acquisitions of property, plant
and equipment in the first six months of this year were slightly
lower than in the corresponding period last year and were $100.8
million and $107.5 million, respectively.

Financing activities provided cash of $81.3 million for the second
quarter and $60.9 million year to date. The cash generated from
financing activities on a year-to-date basis consisted of $246.9
million proceeds from debt issuance offset by $28.1 million in
additions to restricted cash, $31.2 million distributed to
minority shareholders of MobiFon, $47.4 million representing a
full repayment of TIW's senior corporate bank facility, $6.8
million of deferred financing costs and $72.4 million in repayment
of long-term debt. During the first six months of 2002, sources of
cash from financing activities included proceeds of $41.2 million
from TIW's recapitalization, $29.9 million from the issuance of
subsidiaries' shares to minority interests and $27.9 million drawn
on Cesky Mobil's credit facility. These were partially offset by
$9.9 million in repayment of short-term loans, $24.4 million debt
repayment and $4.2 million distributed to minority interests in
MobiFon and resulted in $60.2 million being provided by financing
activities.

On April 23, 2003 MobiFon paid a dividend of Lei 1.974 trillion
(approximately $ 59.1 million), to its shareholders. ClearWave's
share of the dividend was approximately $33.5 million. On October
30, 2002, the shareholders of MobiFon approved distributions of up
to $38.8 million by means of a share repurchase. Shareholders had
the opportunity to tender their shares between October 30, 2002
and June 30, 2003 in order to realize their pro-rata share of this
distribution. During 2002, ClearWave received its pro-rata share
of such distributions which amounted to $24.6 million and other
minority shareholders had received $0.8 million. During the second
quarter of 2003 the remaining shareholders tendered their shares.
A payment of $5.6 million relating to such tender was made during
the second quarter and the remaining $7.8 million was paid on July
18, 2003. As a result, ClearWave's equity interest and TIW's
ultimate equity interest in MobiFon increased to 57.7% and 49.4%
from 56.6% and 48.4% at the end of the first quarter of 2003.

On June 27, 2003, MobiFon Holdings, a wholly-owned subsidiary of
ClearWave N.V., which holds the Company's investment in MobiFon,
closed a $225 million issue of 12.5% Senior Notes by way of
private placement. The Notes were sold at 97.686% of par for gross
proceeds of $219.8 million and for a yield to maturity of 13%. Net
proceeds to MobiFon Holdings from the offering, after deducting
issuance expenses, were $211.6 million of which $28.1 million was
used to establish a debt service reserve account for the benefit
of the noteholders which has been reflected as restricted cash on
the balance sheet and $182.5 million was distributed to ClearWave.

The Notes mature on July 31, 2010. Interest on the Notes accrues
at the rate at 12.5% per annum commencing on June 27, 2003 and
will be payable in cash semi-annually in arrears on each
January 31 and July 31 commencing on January 31, 2004. The Notes
are unsecured, except to the extent of a security interest in the
debt service reserve account. Before July 31, 2006, MobiFon
Holdings may redeem up to 35% of the Notes with the proceeds of
certain equity offerings at a redemption price of 112.50% of the
principal amount. From July 31, 2007, MobiFon Holdings may redeem
all or part of the Notes at declining prices ranging from 106.25%
to 100.00% of the principal amount. Within 30 days after the end
of the period beginning on June 27, 2003 and ending July 31, 2004
and for each 12-month period thereafter, MobiFon Holdings has an
obligation to offer to purchase a portion of the Notes at par,
plus accrued and unpaid interest, with 50% of its excess cash flow
for that period. The indenture governing the Notes contains
customary negative covenants which, among other things, limit the
ability of MobiFon Holdings and that of its subsidiaries to incur
additional debt, make investments, dispose of assets or make
distributions not provided for by the indenture. In addition,
MobiFon Holdings will not be permitted to engage in activities
other than primarily holding its equity interests in MobiFon S.A.
or to reduce its ownership in MobiFon S.A. to below 50.1%.

Furthermore, MobiFon Holdings has committed to file a registration
statement with the United States Securities and Exchange
Commission whereby the existing Notes will be registered for
resale or will be exchanged with substantially similar notes that
are registered under the Securities Act and freely tradable.
Failure to file such registration document may result in
additional interest of up to 2.6% annually.

Cash and cash equivalents, including restricted cash, at the end
of the second quarter ended June 30, 2003 totaled $278.0 million,
including $32.8 million at the TIW level, $159.5 million at
ClearWave and $33.1 million at MobiFon Holdings which included
$28.1 million in restricted cash. On June 30, 2003, Clearwave
declared a dividend of $1.69 per share and consequently, on July
9, 2003, made distributions of share premium to shareholders,
totaling $142.1 million. TIW's share of these distributions,
before deducting withholding taxes, amounted to $121.6 million.
TIW used the proceeds from these distributions and its cash on
hand to redeem $124.9 million in principal amount of 14% Senior
Notes plus accrued interest in July 2003 and will use the funds
for the planned redemption of the remaining $23.3 million in 14%
Senior Notes on August 8, 2003.

As of June 30, 2003, total consolidated indebtedness was $1.17
billion, of which $149.5 million was at the TIW level, $283.7
million at MobiFon and $520.6 million at Cesky Mobil and $219.8
million at MobiFon Holdings. Total indebtedness at the TIW level
was mainly comprised of $148.2 million in 14% Senior Notes which,
as described above, were reduced in July 2003 to $23.3 million and
will be fully redeemed on August 8, 2003.

We expect to have future capital requirements, particularly in
relation to the expansion of the Czech Republic cellular network,
the addition of capacity to our Romanian network and to acquire,
if options are exercised, a certain number of shares of our
operating subsidiaries owned by minority interests. We intend to
finance such future capital requirements from cash flows from
operating activities and from Tranche II of our senior loan
facility as it relates to MobiFon. For Cesky Mobil, it will be
financed by the syndicated senior credit facility and by equity
contributions from TIW Czech N.V. During the second quarter of
2003, the shareholders of TIW Czech N.V. committed to provide an
additional Euro 22.0 million ($25.3 million) of equity funding of
which the Company's share is Euro 5.3 million ($6.1 million).
These commitments were fulfilled on July 15, 2003 and on July 18,
2003, Euro 21.6 million ($24.8 million) was advanced as a capital
contribution to Cesky Mobil a.s.

TIW (S&P/CCC+ Corporate Credit Rating/Positive) is a leading
cellular operator in Central and Eastern Europe with almost 4.1
million managed subscribers. TIW is the market leader in Romania
through MobiFon S.A. and is active in the Czech Republic through
Cesky Mobil a.s. The Company's shares are listed on the Toronto
Stock Exchange ("TIW") and NASDAQ ("TIWI").


TOWER AUTOMOTIVE: Commences Exchange Offer for 12% Senior Notes
---------------------------------------------------------------
Tower Automotive, Inc., is offering to exchange up to $258,000,000
of its new 12% Senior Notes due 2013, series B for a like amount
of its outstanding 12% Senior Notes due 2013.

The terms of the notes to be issued in the exchange offer are
substantially identical to the outstanding notes, except that the
transfer restrictions and registration rights relating to the
outstanding notes will not apply to the exchange notes.

There is no existing public market for the outstanding notes or
the exchange notes. The Company does not intend to list the
exchange notes on any securities exchange or seek approval for
quotation through any automated trading system.

Noteholders may withdraw tender of notes at any time before the
expiration of the exchange offer. Tower will exchange  all of the
outstanding notes that are validly tendered and not withdrawn.

The expiration time and date for the exchange offer has not yet
been determined by the Company.

The Company indicates that the exchange of notes will not be a
taxable event for U.S. federal income tax purposes.

The exchange offer is not subject to any condition other than that
it not violate applicable law or any applicable interpretation of
the Staff of the SEC.

Tower Automotive, Inc. will not receive any proceeds from the
exchange offer.

At June 30, 2003, the company's balance sheet shows that its total
current liabilities outweighed its total current assets by about
$82 million.


VERTIS INC: Reports Net Loss of $72 Million for Second Quarter
--------------------------------------------------------------
Vertis, Inc. reported results for the three and six months ended
June 30, 2003. For the quarter ended June 30, 2003, net sales were
$377.3 million, or 7.7% below the quarter ended June 30, 2002. For
the six months ended June 30, 2003, net sales amounted to $748.6
million, or 7.7% below the comparable 2002 six-month period. The
decline in net sales was largely the result of competitive pricing
pressures, sluggish direct mail business domestically as well as
in Europe, and weak advertising agency business at the Company's
Advertising Technology Services segment.

Donald Roland, Chairman, President, and Chief Executive Officer
stated, "The challenging economic and geo-political conditions
continued in the second quarter which resulted in increased
unemployment, put pressure on retail sales, and dampened
advertising spending. Our Direct Marketing and Europe segments
began feeling the effects of these challenges in the third quarter
of 2002 and our Retail and Newspaper Services segment felt the
impacts in the fourth quarter of last year. These factors have
negatively impacted our customers and in turn our industry and our
business."

Earnings before interest, taxes, depreciation, amortization and
the cumulative effect of accounting change amounted to $39.2
million in the second quarter, a decline of $18.5 million, or
32.1% versus the second quarter of 2002. On a year-to-date basis,
EBITDA amounted to $82.4 million, a decline of $22.0 million, or
21.1% when compared to the six months ended June 30, 2002. These
results reflect the competitive pricing pressures and other
downward pressures on net sales noted above. The Company continues
to manage its costs, including reducing costs commensurate with
changes in demand and continues to garner production efficiency
improvements. These cost initiatives, however, did not fully cover
the earnings decline associated with the decline in net sales. In
addition, the first six months of 2003 benefited from a $10.1
million recovery from a settlement to a legal proceeding and a
$3.9 million decline in restructuring and restructuring-related
charges.

Vertis reported a net loss of $71.9 million in the second quarter
and $77.8 million net loss through the first six months of 2003
versus net losses of $1.7 million and $120.4 million in the
comparable 2002 periods. The net loss in the three and six months
ended June 30, 2003 reflects a non-cash tax provision of $48.8
million to provide a valuation allowance against previously
recorded deferred tax benefits related to net operating loss
carryforwards, as required by Statement of Financial Accounting
Standards No. 109. The valuation allowance was recorded in the
second quarter due to the continuation of the poor economic
climate and the projected increase in annual interest expense
resulting from the high-yield bond offering completed in June
2003. The 2002 net loss reflects the $108.4 million after-tax
cumulative effect of adopting SFAS No. 142 as it relates to
goodwill and other intangibles.

Noted Mr. Roland, "Although we are disappointed in the lingering
poor economic conditions and their impact on our results, we
continue to see evidence that our strategy is sound. In these
difficult times, we continue to manage our costs, capital
spending, and working capital to maximize our cash flow."

In addition to providing second quarter results, the Company
provided an update to earnings guidance issued on May 19, 2003.
Dean D. Durbin, Chief Financial Officer commented, "The conditions
we experienced in May and June were worse than we expected. We
cannot ignore the potential impact of a continuation of the
uncertain economic climate and its impact on advertising spending.
As such, we now expect the full-year 2003 EBITDA to be between
$196.0 million and $206.0 million and the net loss to be between
$75.1 million and $64.9 million." Mr. Durbin added, "Our
management team is diligently pursuing profitable top-line gains
and cost reductions to get back to the guidance we issued in May."

Vertis is a leading international provider of integrated marketing
solutions that seamlessly combines advertising, direct marketing,
media, imaging and progressive technology. The Company's product
and service offerings include: consumer and media research, media
planning and placement, creative services, digital media
production, targetable advertising insert programs, fully
integrated direct marketing programs, circulation-building
newspaper products, and interactive marketing.

Serving more than 3,000 local, regional, national and
international customers, Vertis is a privately held company.
Vertis clients encompass numerous Fortune 500 companies across
diverse industries, including ad agencies, automotive, consumer
packaged goods, durable goods and manufacturing, financial
services, fragrance and beauty, food and grocery, healthcare,
media and publishing, newspapers, retailers and technology.

To learn more about Vertis, visit http://www.vertisinc.com

As reported in Troubled Company Reporter's May 27, 2003 edition,
Standard & Poor's Ratings Services assigned its 'B-' rating to
Vertis Inc.'s $350 million 9.75% senior secured second lien notes
due April 1, 2009. The notes were sold at a discount to yield
10.375%, and proceeds will be used to repay amounts outstanding
under the company's existing bank facility.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating and other ratings for the company. Upon retirement
of the term A and B loans, Standard & Poor's will raise the senior
secured debt rating of the company to 'BB-' from 'B+'. The outlook
is negative for this Baltimore, Maryland-headquartered advertising
and marketing services company.


VICAR OPERATING: S&P Affirms B+/B- Ratings and Changes Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and secured bank loan ratings on animal hospital operator
Vicar Operating Inc., and also affirmed the company's 'B-'
subordinated debt rating. At the same time, the outlook on the
company has been revised to positive from stable. The revision
reflects both the company's improving operating performance and
measures taken to improve its capital structure.

Total debt outstanding as of June 30, 2003, was approximately $338
million.

"The low-investment-grade ratings reflect Vicar's improving but
still relatively weak financial profile," said Standard & Poor's
credit analyst David Peknay. "However, this weakness is mitigated
by the company's position as the leading operator of animal
hospitals and veterinary diagnostic laboratories."

Santa Monica, California-based Vicar (a wholly-owned subsidiary of
holding company VCA ANTECH INC.) operates about 233 animal
hospitals in 34 states and 20 veterinary diagnostic laboratories
that service all 50 states. As a consolidator of hospitals in this
fragmented and competitive industry, Vicar has a successful record
of improving the operations that it acquires and implementing its
systems and procedures to improve pricing. The company seeks to
capitalize on economies of scale and on its ability to internally
deliver laboratory services. Vicar's national and rapid-testing
capability is a competitive advantage. Moreover, technical and
pharmaceutical advancements provide future growth potential for
both the hospital and laboratory segments. Nevertheless, the
existence of numerous competitors in local markets may limit
future pricing flexibility despite recent gains.


WALKING COMPANY: Commences Store Closing Sales at 29 Locations
--------------------------------------------------------------
Store closing sales have started at 29 Walking Company Stores. The
stores are located in California, Florida, Georgia, Illinois,
Maryland, Minnesota, Missouri, New Jersey, Nevada, Ohio, Oklahoma,
Pennsylvania, Tennessee, and Texas. One store operating as Alan's
Shoes in Tucson, Arizona is also closing. The 72 other Walking
Company Stores not included on the following list of closing
locations will remain open to conduct business as usual.

The United States Bankruptcy Court in California approved The
Walking Company selection of Hilco Merchant Resources to conduct
the Store Closing sale at the 29 stores.

The Walking Company is dedicated to bringing the finest collection
of luxury comfort footwear to the consumer. Shoes that look as
good as they feel. In addition to spectacular price reductions on
the world's most comfortable footwear, the consumer will also find
compelling discounts on fashion apparel including jackets, vests
and hats. Rarely discounted brands now being offered at
extraordinary values include Birkenstock, Cole Haan, Dansko, Ecco,
Mephisto, Merrell, Naot, New Balance, Rockport, Saucony, Teva and
Timberland. Come in early for the best selection of sizes and
styles during this unprecedented savings opportunity.

Greg Milne, Chief Executive Officer of The Walking Company stated:
"The closing of the twenty-nine stores, not an easy decision, will
result in a base of stores that is more productive. We will now
concentrate on improving performance in the remaining stores."

Michael Keefe, President of Hilco Merchant Resources stated: "We
are extremely pleased to have been selected as a strategic partner
to assist The Walking Company as it restructures. Our involvement
will allow The Walking Company's management to devote its time to
the remaining stores and business, while we at Hilco Merchant
Resources will maximize the results in the closing stores and
protect The Walking Company Brand."

Hilco Merchant Resources, based in Chicago, IL provides high yield
strategic retail inventory liquidation and store closing services.
Over the years, Hilco principals have disposed of assets valued in
excess of $30 billion. Hilco Merchant Resources is part of the
Hilco Organization, a provider of asset valuation, acquisition,
disposition and financing to an international marketplace through
eight specialized business units. Hilco serves retailers,
manufacturers, wholesalers, distributors and importers, direct and
through their financial institutions and consulting professionals.
Services include: retail store, warehouse and factory closings,
and inventory liquidations, through sales and auctions; asset
appraisals covering retail and industrial inventory, machinery,
equipment, accounts receivables and real estate; disposition of
commercial and industrial real estate and leaseholds; purchase and
liquidation of distressed accounts receivables portfolios;
acquisition and re-marketing of excess wholesale consumer goods
inventories; and secured debt and equity financing. The Hilco
organization, headquartered in Chicago, has offices in Boston; New
York; Los Angeles; Miami; Atlanta; Flagstaff; Detroit; and London,
England. For more information please visit
http://www.hilcotrading.com


WHEELING-PITTSBURGH: Formally Emerges from Bankruptcy Proceeding
----------------------------------------------------------------
Wheeling-Pittsburgh Corporation has formally exited bankruptcy.

Wheeling-Pittsburgh Corporation President and CEO James G. Bradley
said that the ratification of the labor agreement with WPC by the
United Steel Workers of America was the "final, necessary piece of
the puzzle" the company needed to exit bankruptcy.

"With the labor agreement and new financing in place, the company
is now ready to move forward. We look to the future with pride,
enthusiasm and determination. We're ready to put our new strategic
plan into action," said Bradley.

"The men and women of this company have continued to produce high-
quality products. In addition to our employees, I am grateful for
the support of our lenders, our elected and government officials,
our customers and our suppliers. We were able to work through a
difficult time as a team," said Bradley.

Wheeling-Pittsburgh Corporation filed for Chapter 11 bankruptcy
protection in November 2000.


WHEELING-PITTSBURGH: Consummates Plan of Reorganization
-------------------------------------------------------
WHX Corporation (NYSE: WHX) announced that a Chapter 11 Plan of
Reorganization for Wheeling-Pittsburgh Corporation and its debtor
affiliates was consummated on August 1, 2003.

The POR had been confirmed by the United States Bankruptcy Court
for the Northern District of Ohio on June 18, 2003. Among other
things, as a result of the consummation of the POR, each member of
the WPC Group will cease to be a subsidiary of WHX Corporation. In
connection with the consummation of the POR, WHX has made all
contributions required under the POR, as previously disclosed.

In addition, upon consummation of the POR, the previously
announced agreement between WHX, the Pension Benefit Guarantee
Corporation, WPC and the United Steel Workers of America became
effective. This agreement results in a settlement of the civil
action brought by the PBGC against WHX in the United States
District Court for the Southern District of New York. Accordingly,
the PBGC has agreed to withdraw its action to terminate the WHX
Pension Plan.

WHX is a holding company that has been structured to invest in
and/or acquire a diverse group of businesses on a decentralized
basis. WHX's primary business is Handy & Harman, a diversified
manufacturing company with activities in precious metals
fabrication, specialty wire and tubing and engineered materials.
WHX also owns Canfield Metal Coating Corporation, a manufacturer
of electrogalvanized products used in the construction and
appliance industries.


WORLDCOM: MCI Continues to Serve Federal Government Customers
-------------------------------------------------------------
MCI (WCOEQ, MCWEQ) accepts the General Services Administration's
decision for proposed debarment, which will not affect MCI's
ability to serve its existing federal government customers. The
company said that it has been communicating with GSA for some time
and will continue to work diligently to implement new internal
controls systems and strengthen its Ethics Office. The company
will be allowed to seek new government business once it achieves
these recommendations and receives approval by GSA.

Michael Capellas, MCI chairman and CEO, said, "Throughout the
events of the past year, our 55,000 employees have been working
harder than ever to provide world-class service to all our
customers, including government agencies. Today's announcement
will not affect MCI's existing contracts with state and federal
government customers who can continue to count on us to provide
the industry's best service and support.

"We are in the process of rebuilding our ethics program and
understand that there is still more work to do. MCI has made
significant progress on many fronts. We remain committed to
operating with the utmost integrity.

"[Thurs]day's news does not in any way affect the timing of our
emergence from Chapter 11 protection."

Irwin Gold, senior managing director, Houlihan Lokey Howard &
Zukin, financial advisors to MCI's Creditors Committee, said:
"MCI's creditors committee fully supports Michael Capellas and his
management team as they rapidly work to fulfill GSA's
recommendations so they can again compete for new government
contracts. We remain very confident in the company's plan of
reorganization."

Bob Blakely, MCI chief financial officer, said: "No one has ever
had to reconstruct three years of financial history for a company
of this magnitude. We are working diligently and have no higher
priority than to implement our new internal controls systems. The
company's customer-facing transaction systems remain solid and we
continue to operate with world-class network performance and the
lowest FCC reportable outages in the industry."

Blakely said that MCI has hired more than 400 accounting
professionals, established a new internal controls team, brought
in a new external auditor, KPMG, and retained Deloitte & Touche to
assist the company with the internal controls project.

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business
under the MCI brand name, is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers. With the industry's most expansive global IP backbone,
based on company-owned POPs, and wholly-owned data networks,
WorldCom develops the converged communications products and
services that are the foundation for commerce and communications
in today's market. For more information, go to http://www.mci.com


WORLDCOM INC: CWA President Morton Bahr Applauds GSA Decision
-------------------------------------------------------------
President Morton Bahr of the Communications Workers of America
issued the following statement:

"The General Services Administration has taken welcome and
appropriate action in suspending MCI/WorldCom from eligibility for
doing business with the government.

"MCI/WorldCom has the dubious distinction of having committed the
largest corporate fraud in history and causing incalculable harm
to tens of thousands of people. Its fraud-induced bankruptcy cost
investors -- largely workers' pension funds -- more than $200
billion. MCI/WorldCom's lies and false financial reports
destabilized the entire telecommunications industry and cost jobs
and retirement savings of workers throughout the sector.

"We have criticized the rewarding of this corporate lawbreaker
with contracts to rebuild Iraq's wireless network and for other
federal work. The GSA's announcement today helps to send the
message to corporate America that indeed crime doesn't pay."


ZALE CORPORATE: S&P Ratchets Rating to BB+ after Tender Offer
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on the specialty jewelry retailer Zale Corp. to
'BB+' from 'BBB-'.

At the same time, Standard & Poor's withdrew its 'BBB-' senior
unsecured debt ratings on Zale's $87 million outstanding 8.5%
senior unsecured notes due 2007 and $225 million unsecured
revolving credit facility. The rating withdrawal follows the
company's announcement that it redeemed the senior notes and
refinanced the revolving credit facility with a new $500 million
secured revolving credit facility. All ratings have been removed
from CreditWatch where they were placed July 2, 2003. The outlook
is stable. About $87 million of total debt was outstanding at
April 30, 2003.

The downgrade follows Zale's announcement of the results of its
"Dutch Auction" tender offer that expired July 29, 2003. In
conjunction with the tender, Irving, Texas-based Zale intends to
purchase 4.7 million shares of its common stock at a total cost of
$225.6 million. Zale had previously expected to purchase up to 6.4
million shares at an aggregate amount of about $307 million.

Given that the tender offer was under-subscribed, the company
plans to purchase additional shares of its common stock under its
stock repurchase program. Zale has about $48 million remaining
under its $50 million share repurchase program as of April 30,
2003. The tender offer is expected to be funded with borrowings
under the new credit facility and about $50 million of cash on
hand. In connection with this transaction, Zale also announced the
redemption of the remaining $87 million of its senior notes,
which was funded with existing cash.

"The downgrade reflects a significant increase in debt leverage
following the completion of the tender offer and a more aggressive
financial policy," said credit analyst Ana Lai.

Because the tender offer will be largely debt financed, debt
leverage is expected to increase materially, resulting in weaker-
than-expected credit protection measures. Pro forma for the
transaction, credit measures are expected to deteriorate to levels
no longer consistent with the investment-grade rating with total
debt to EBITDA increasing to over 3.0x from 2.6x for the 12 months
ended April 30, 2003.

Liquidity is adequate and will be largely provided by cash flow
from operations and availability under its new five-year $500
million secured revolving credit facility, which is secured
largely by inventory. After the completion of the tender offer,
Zale will have about $175-$180 million drawn under the revolving
credit facility.

Zale does not have any debt maturities until 2008, when its
revolving facility matures. Cash flow from operations and
borrowings under its revolving credit facility should be
sufficient to fund seasonal working capital and capital spending
needs over the near to intermediate term.


* BOND PRICING: For the week of August 4 - 8, 2003
--------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications                3.250%  05/01/21    27
Adelphia Communications                6.000%  02/15/06    27
Adelphia Communications                7.875%  05/01/09    66
Adelphia Communications                9.250%  10/01/02    65
Adelphia Communications                9.875%  03/01/07    67
Adelphia Communications               10.250%  11/01/06    65
Adelphia Communications               10.875%  10/01/10    66
Air 2 US                               8.027%  10/01/19    74
AK Steel
Corp.                         7.750%  06/15/12    73
American & Foreign Power               5.000%  03/01/30    64
American Cellular                      9.500%  10/15/09    62
AMR Corp.                              9.000%  08/01/12    67
AMR Corp.                              9.000%  09/15/16    63
AnnTaylor Stores                       0.550%  06/18/19    65
Applied Extrusion                     10.750%  07/01/11    68
Best Buy Co. Inc.                      0.684%  06/27/21    72
Burlington Northern                    3.200%  01/01/45    52
Burlington Northern                    3.800%  01/01/20    74
Calpine Corp.                          7.750%  04/15/09    74
Calpine Corp.                          8.500%  02/15/11    74
Century Communications                 8.750%  10/01/07    69
Century Communications                 8.875%  01/15/07    70
Champion Enterprises                   7.625%  05/15/09    74
Charter Communications                 8.625%  04/01/09    74
Cincinnati Bell Telephone              6.300%  12/01/28    69
Comcast Corp.                          2.000%  10/15/29    29
Coastal Corp.                          6.950%  06/01/28    72
Conseco Inc.                           8.750%  08/09/06    61
Conseco Inc.                          10.750%  06/15/08    36
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                0.426%  04/19/20    50
Cox Communications Inc.                2.000%  11/15/29    36
Crown Cork & Seal                      7.500%  12/15/96    75
Cummins Engine                         5.650%  03/01/98    64
DDI Corp.                              5.250%  03/01/08     6
Dynex Capital                          9.500%  02/28/05     2
El Paso Corp.                          7.750%  01/15/32    74
El Paso Energy                         7.800%  08/01/31    74
Elwood Energy                          8.159%  07/05/26    72
Finova Group                           7.500%  11/15/09    45
Fleming Companies Inc.                10.625%  07/31/07    61
Foamex L.P.                            9.875%  06/15/07    61
Goodyear Tire & Rubber                 7.857%  08/15/11    73
Gulf Mobile Ohio                       5.000%  12/01/56    64
International Wire Group              11.750%  06/01/05    62
JL French Auto                        11.500%  06/01/09    53
Level 3 Communications Inc.            6.000%  09/15/09    63
Level 3 Communications Inc.            6.000%  03/15/10    62
Liberty Media                          3.500%  01/15/31    68
Liberty Media                          3.750%  02/15/30    56
Liberty Media                          4.000%  11/15/29    58
Lucent Technologies                    6.450%  03/15/29    65
Lucent Technologies                    6.500%  01/15/28    65
Mirant Corp.                           5.750%  07/15/07    42
Missouri Pacific Railroad              4.750%  01/01/30    70
Missouri Pacific Railroad              5.000%  01/01/45    62
NTL Communications Corp.               7.000%  12/15/08    19
Northern Pacific Railway               3.000%  01/01/47    50
Northwest Airlines                     7.875%  03/15/08    72
Northwestern Corporation               7.875%  03/15/07    75
Northwestern Corporation               8.750%  03/15/12    73
Revlon Consumer Products               8.625%  02/01/08    46
Universal Health Services              0.426%  06/23/20    66
US Timberlands                         9.625%  11/15/07    61
US West Communications                 7.125%  11/15/43    74
Viropharma Inc.                        6.000%  03/01/07    50
Xerox Corp.                            0.570%  04/21/18    65

                           *********

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-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
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                 *** End of Transmission ***