TCR_Public/030805.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, August 5, 2003, Vol. 7, No. 153

                          Headlines

ABACUS COMMS: Case Summary and 20 Largest Unsecured Creditors
ACTERNA CORP: Files Plan & Disclosure Statement in New York
ACTERNA CORP: Gets Final Nod to Continue AP Services' Engagement
AFTON FOOD: Strikes Restructuring Pact with Senior & Sub Lenders
AIRTRAN AIRWAYS: July Revenue Passenger Miles Slide-Up 32.4%

ALLIANCE COMMS: Sells Cable Systems to Cequel and Classic Holdco
ALTERNATIVE FUEL: Second Quarter Net Loss Widens to $2 Million
ALTHRU HEALTH: Fitch Withdraws Bq Quantitative Insurer Rating
AMERCO: Court Fixes November 10, 2003 as General Claims Bar Date
AMERICA WEST: Completes $75 Mill. Senior Notes Private Offering

AMERICAN AIRLINES: July Load Factor Slides-Up 5.3 Points to 81%
AMERIPOL SYNPOL: Sells Certain Assets to International Specialty
ANC RENTAL: Plan Filing Exclusivity Extended to November 3, 2003
ARMOR HLDGS: S&P Assigns BB Corp. Credit & B+ Sub. Notes Ratings
ASIA GLOBAL CROSSING: Chapter 7 Trustee Posts $95 Million Bond

ASSOC. MATERIALS: S&P Places BB- Credit Rating on Watch Negative
ATCHISON CASTING: Files for Chapter 11 Protection in Missouri
ATCHISON CASTING: Case Summary & Largest Unsecured Creditors
AVISTA CORP: Unit Requests Nod to Increase Natural Gas Prices
BETHLEHEM STEEL: Posts Overview of Joint Plan of Liquidation

BIOSPECIFICS TECH: Continues Conditional Nasdaq SmallCap Listing
BONUS STORES: Seeks Court Nod to Pay Vendors' Prepetition Claims
CABLETEL COMMS: Renegotiating Payment Terms of Promissory Note
CALPINE CORP: Commences Note Offering to Refinance CCFC I Debt
CINCINNATI BELL: Commences Exchange Offers for BRCOM Preferreds

CINEMARK USA: Intends to Amend Senior Secured Credit Facility
COLUMBIA LABORATORIES: Holding Q2 Conference Call on Thursday
COM21 INC: Hearing on Proposed Asset Sale to Convene on Thursday
CONTINENTAL AIRLINES: Flies 6BB Revenue Passenger Miles in July
CSK AUTO: Hal Smith Steps Down as SVP of Marketing/Merchandising

DELTA AIR LINES: Names Paul Graves VP Global Diversity Affairs
DETROIT MEDICAL: Fitch Affirms B Rating on $569 Mil. of Bonds
DOANE PET CARE: Lowered Ratings Reflect Weak Ops. Performance
DVI INC: Misses Interest Payment on 9-7/8% Senior Notes due 2004
DVI INC: S&P Drops Counterparty and Senior Unsecured Rating to D

DVI INC: Fitch Further Junks Senior Unsecured Debt to C from CCC
DYNEGY HOLDINGS: S&P Assigns Junk and Low-B Debt Ratings
DYNEGY INC: Prices $1.45 Billion Senior Secured Notes Offering
ENRON CORP: ENA Wants Go-Signal to Sell BT Exploration for $21MM
EXCHANGE INSURANCE: S&P Assigns 'R' Financial Strength Rating

EXEGENICS INC: Receives Amended Tender Offer from EI Acquisition
FARMLAND IND.: Files First Amended Plan and Disclosure Statement
FLEMING COMPANIES: Court OKs Dovebid's Engagement as Auctioneer
FORD MOTOR COMPANY: Reports 7% Decline in Sales for July 2003
FRONTIER OIL: Fitch to Raise Ratings Following Holly Merger

GEO SPECIALTY: Interest Nonpayment Spurs S&P to Junk Rating
GEORGIA-PACIFIC CORP: Board Declares Regular Quarterly Dividend
GEORGIA-PACIFIC: Commences Exchange Offer for 8.875% Sr. Notes
GOODYEAR TIRE: Names Stephanie Wernet VP, Information Technology
GREAT ATLANTIC & PACIFIC: S&P Cuts Rating over Weak Cash Flow

GUAM POWER: Fitch Downgrades Electric Revenue Bond Rating to BB+
HMP EQUITY HOLDINGS: S&P Affirms B+ Corporate Credit Rating
HOLLYWOOD CASINO: Fails to Make Interest Payments on 13% Notes
HOLLYWOOD CASINO: Interest Nonpayment Prompts S&P's D Ratings
IMC GLOBAL: Reports Final Results of Tender Offers for Notes

INTERBANK FUNDING: All Voting Ballots Due by Thursday
JOLIET JR. COLLEGE: Fitch Downgrades Bond Rating to BB from BBB-
JP MORGAN: Fitch Places Class F, G & H Ratings on Watch Negative
KAISER ALUMINUM: Court Approves Stipulation with Pension Benefit
KCS ENERGY: Will Publish Second Quarter 2003 Results Tomorrow

KISTLER AEROSPACE: Court Clears $1.2 Mill. Interim DIP Financing
LEAP WIRELESS: Files 4th Plan & 5th Disclosure Statement
LORAL SPACE: Bringing-In Greenhill & Co. as Financial Advisors
MAGELLAN HEALTH: Secures Deutsche Bank's $230MM Exit Financing
MAGELLAN HEALTH: Amended Plan's Claim Classification & Treatment

MICRON TECHNOLOGY: SEC Declares Registration Statement Effective
MIKE TYSON: Case Summary and Largest Unsecured Creditors
MIRANT CORP: First Creditors' Meeting to Convene on August 21
NATIONAL STEEL: Proposes Solicitation and Tabulation Procedures
NATIONSRENT: UBS Securities Asks for Summary Judgment on Fees

NETWORK PLUS: Ch. 7 Trustee Hires BTB as Liquidation Consultant
NEXTWAVE: Cingular Confirms Negotiation of an Asset Purchase Pact
NORTHWEST AIRLINES: S&P Affirms B+ Long-Term Corp. Credit Rating
NORTHWEST AIRLINES: Can't Legally Buy-Back Series C Preferreds
NORTHWEST AIRLINES: Flight Attendants Say Airline Breaks Promise

NORTHWEST AIRLINES: Mechanics Cry Foul Over Board's Decision
NOVA COMMS: Inks LOI to Sell Unit to Trimfast for $2 Million
NQL DRILLING: Arranges $10 Million Short-Term Subordinated Loan
NRG ENERGY: Honoring and Paying Up to $1.5M in Prepetition Taxes
OAKWOOD HOMES: Fitch Takes Rating Actions on 63 RMBS Classes

OGLEBAY NORTON: S&P Keeps Watch after Deferring Interest Payment
ORYX TECHNOLOGY: Completes $625K Common Stock Private Placement
PACIFICARE HEALTH: Clarifies Effect of Potential Debt Conversion
PETROLEUM GEO: Files Plan and Disclosure Statement in New York
PG&E NATIONAL: USGen Wants to Hire Ordinary Course Professionals

PILLOWTEX: Asks Court to Approve Asset Purchase Pact with GGST
POLAROID CORP: Committee Asks Court to Reduce 20 Claims
REMINGTON PRODUCTS: Reports Improved Second Quarter 2003 Results
RENT-A-CENTER: Repurchases 440,000 Shares of Common Stock
SAFETY-KLEEN: IRS Wants Payment of $7.4M Corporate Income Taxes

SAGENT TECHNOLOGY: Group 1 Extends Existing Loan Until Sept. 30
SAMUELS JEWELERS: Files for Chapter 11 Reorganization in Del.
SAMUELS JEWELERS: Case Summary & 20 Largest Unsecured Creditors
SEITEL INC: Brings-In Jefferies & Company as Investment Banker
SHERIDAN GROUP: S&P Rates $100 Million Senior Secured Notes at B

SK GLOBAL AMERICA: Schedules & Statement Might Appear on August 20
SMITHWAY MOTOR: Obtains Waivers for Loan Covenant Violations
SOLUTIA: Fitch Lowers Facility & Senior Debt Ratings to B-/CCC
TRICO MARINE: Inks Pact to Sell Brazilian Asset to Up Liquidity
UAL CORPORATION: Second Quarter Loss Doubles to $623 Million

UICI: AMS Unit Obtains Waiver of Defaults Under Financing Docs.
U.S. CAN CORP: June 29 Net Capital Deficit Stands at $345 Mill.
U.S. CELLULAR: Completes Exchange of Wireless Assets with AT&T
VISHAY: Prices $450 Million of Convertible Subordinated Notes
WABASH NATIONAL: Completes $125MM Sale of Conv. Sr. Unsec. Notes

WEATHERLY: Hahn's Disinterestedness Hearing Set for Tomorrow
WEIRTON STEEL: Names D. Leonard Wise CEO and Mark E. Kaplan CFO
WILLIAMS: Agrees to End Power Contract in Exchange for $128 Mil.
WILLIAMS COS.: Enters Pacts to Sell Assets for over $100 Million
WORLD HEART: Closes Convertible Debentures Private Placement

WORLDCOM INC: Asks Court to Appove $18 Million Digex Acquisition

* Atlas Partners Offers New Real Estate Financing Alternatives
* Price Law Group Opens San Bernardino, California Office
* Price Law Group Opens Modesto, California Office

* Large Companies with Insolvent Balance Sheets

                          *********

ABACUS COMMS: Case Summary and 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Abacus Communications LC
        4456 Corporation Lane,
        Suite 200
        Virginia Beach, Virginia 23462-0000
        fka Abacus Business Services, Inc.
        fka Executive Exchange, Inc.
        fka Abacus Exchange, Inc.
        fka Abacus Communications Partners, L.P.
        fka Abacus Communications

Bankruptcy Case No.: 03-75562

Type of Business: The Debtor is an outsourcing service bureau.

Chapter 11 Petition Date: August 1, 2003

Court: Eastern District of Virginia (Norfolk)

Judge: Stephen C. St. John

Debtor's Counsel: Frank J. Santoro, Esq.
                  Karen M. Crowley, Esq.
                  355 Crawford Parkway,
                  Suite 700
                  Marcus, Santoro & Kozak, P.C.
                  P. O. Box 69
                  Portsmouth, VA 23705-0069
                  Tel: 757-393-2555
                  Fax: 757-399-6870

Total Assets: $12,750,352

Total Debts: $13,049,014

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
First Tennessee Bank        Lease claim subject     $2,900,000
c/o Thomas E. Kurth, Esq.   to litigation
901 Main Street, Ste. 3100
Dallas, TX 75202

Kalik, Allen and Patricia.  Disputed claim          $1,900,000
c/o Steven E. Grill, Esq.   arising from stock
111 Amherst Street,         purchase agreement
PO Box 719
Manchester, NH 03105

McPhail San Antonio         Lease deficiency          $726,400
Properties, Inc.           (before 502(b)(6) cap)
1201 Austin Highway,
Suite 207
San Antonio, TX 78209

Frank Stassek               Disputed claim of         $300,000
c/o James C. Ochs           former Employee
9818 Olive Boulevard
Saint Louis, MO 63132

MCI/Worldcom                Consolidated Claim        $194,162
                            for various utility
                            accounts

2700 International          Lease Deficiency          $111,977
Parkway Corporation

AT&T                        Consolidated claim         $98,571
                            for various utility
                            accounts

Sprint                      Consolidated claim         $79,007
                            for various utility
                            accounts

Cox Virginia Telcom, Inc.   Utility Account            $75,492

Statewide Patrol, Inc.      Disputed trade debt        $51,644
                            subject to litigation

Matrix Technologies LLC     Disputed claim of vendor   $48,477

Dallas County               Tax Assessor               $41,502

Time Warner Telecom                                    $27,249

Netdecisions                                           $25,000

Infohighway Comms Co.                                  $19,193

Bravo Sales & Supply                                   $15,261

City Public Services                                   $14,504

Teledirect International,                              $12,559
Inc.

KPMG, LLP                                               $7,835

Jani-King of Hampton                                    $7,537
Roads Inc


ACTERNA CORP: Files Plan & Disclosure Statement in New York
-----------------------------------------------------------
Acterna Corporation filed its proposed Plan of Reorganization and
Disclosure Statement with the U.S. Bankruptcy Court for the
Southern District of New York. Developed with the support of its
senior secured debt holders, Acterna's Plan of Reorganization will
reduce the company's long term debt by $770 million, or 80
percent, and lower its annual cash interest expense by at least
$45 million. The plan is also supported by the company's official
committee of unsecured creditors. Assuming court approval of the
plan, Acterna expects to emerge from chapter 11 protection in
early October.

"Because the terms of our chapter 11 filing were pre-negotiated
with our senior secured debt holders, we have been able to move
quickly to a formal Plan of Reorganization that already has the
support of our largest creditors," said John Peeler, Acterna's
president and chief executive officer. "We have managed cash
effectively and continue to successfully contain costs while
investing in the communications test technologies that help our
customers run their networks more efficiently and productively."

"We are well funded to support our business plan and product
development initiatives, and are on track to emerge from chapter
11 protection in early October as a stronger company ready to
build on its leadership position in communications test
solutions."

As of June 30, 2003, Acterna had $53 million of cash on hand. The
company also has access to a $30 million debtor-in-possession
credit facility arranged by a group of banks led by JP Morgan
Chase Bank and General Electric Capital Corporation.

The terms of Acterna's Plan of Reorganization call for a debt-for-
equity swap that will give Acterna's senior secured debt holders
100 percent of the company's equity. Acterna will exit chapter 11
as a privately held company with long-term debt of approximately
$190 million and quarterly cash interest expense of less than $2
million. Holders of Acterna's current convertible and subordinated
notes will receive warrants having diminimus value. Unsecured
creditors will receive a cash distribution of approximately 10
percent of their claims. Current equity holders will receive no
distribution under the terms of the plan.

                     Grant Barber Named CFO

Acterna also announced that Grant Barber, who joined Acterna in
January as corporate vice president and controller, has been named
chief financial officer. He replaces John Ratliff, who has decided
to retire from Acterna following a successful transition of his
responsibilities.

"John Ratliff has served Acterna with distinction during his three
years with the company, providing Acterna and its finance
organization with strong leadership," said Peeler. "We thank him
for his service to the company and for the role he played in
driving us to a reorganization plan that has us poised for a
strong recovery."

Before joining Acterna, Barber was vice president, finance -
Global Performance Management, with Nortel Networks. During his
18-year career with Nortel, Barber also had responsibility for
Major Accounts in the Americas and served as controller for
Europe, vice president for Shared Services - Europe, Enterprise
Networks - Europe, Corporate Reporting, Financial Planning &
Reporting, and Finance Operations. He has lived and worked in
London, Paris, Toronto and the U.S.

"We are fortunate to have Grant's talents and experience," added
Peeler. "He has worked side-by-side with John since the beginning
of this year, ensuring a seamless transition of responsibilities."

Based in Germantown, Maryland, Acterna Corporation
(OTCBB:ACTRQ.OB) is the holding company for Acterna, da Vinci
Systems and Itronix. Acterna is the world's second largest
communications test and measurement company. The company offers
instruments, systems, software and services used by service
providers, equipment manufacturers and enterprise users to test
and optimize performance of their optical transport, access,
cable, data/IP and wireless networks and services. da Vinci
Systems designs and markets video color correction systems to the
video postproduction industry. Itronix sells ruggedized computing
devices for field service applications to a range of industries.
Additional information on Acterna is available at
http://www.acterna.com


ACTERNA CORP: Gets Final Nod to Continue AP Services' Engagement
----------------------------------------------------------------
At the Acterna Debtors' request, Judge Lifland authorizes the
continued employment AP Services LLC as crisis managers effective
as of May 6, 2003.  Judge Lifland also approves the designation of
John Dubel as Chief Restructuring Officer.

AP Services staff has commenced assisting the Debtors in their
restructuring efforts.  Effective June 4, 2003, John Dubel
replaced AP Services employee Shyam Gidumal as the Debtors' Chief
Restructuring Officer because of Mr. Dubel's greater experience
in the telecommunications industry.  Working collaboratively with
the senior management team, the Board of Directors and the
Debtors' other professionals, Mr. Dubel will assist the Debtors
in evaluating and implementing strategic and tactical options
through the restructuring process.  Mr. Dubel will be paid $620
per hour and will work full time.

John D. Ratliff, Acterna Corporation's Chief Financial Officer
and Senior Vice President, says that John Dubel, a principal with
AlixPartners -- AP Services' affiliate -- brings a unique blend
of operating, strategic and financial expertise to his turnaround
and crisis management engagements.  Mr. Ratliff informs the Court
that Mr. Dubel has 20 years experience providing these services.
Mr. Dubel also has significant restructuring experience in large
and mid-size corporations.  Mr. Dubel's background includes
operational reorganizations and cost reductions, financial
department restructurings, strategic repositioning and
divestitures.  Mr. Dubel's industry experience includes telecom
and high tech, travel, retail and apparel, manufacturing,
publishing, financial services and oil and gas.  Mr. Dubel
recently served as CFO at WorldCom, Inc., a global communications
provider for the digital generation, operating in more than 65
countries.  With more than $100,000,000,000 in assets, WorldCom's
Chapter 11 filing is the largest in U.S. corporate history.  As
CFO, Mr. Dubel assisted WorldCom in its restructuring, including
negotiating with existing creditors, evaluating proposals,
overseeing the development of financial projections,
disseminating appropriate information to stakeholders and
overseeing the sale of any non-core assets.

Before joining AlixPartners, Mr. Dubel operated his own
turnaround firm where his roles included Chief Restructuring
Officer and Chief Operating Officer at CellNet Data Systems, Inc.
CellNet was the leading provider of data and information
management services in the telemetry industry and was the fourth
largest domestic wireless carrier based on subscriber endpoints.
Mr. Dubel assisted CellNet through its financial crisis, which
culminated in a prearranged Chapter 11 sale to Schlumberger Ltd.
Before CellNet, Mr. Dubel was the Chief Financial Officer and an
Executive Committee member of Barney's New York -- a family owned
luxury retail store group -- during its Chapter 11 proceedings,
and the CFO of The Leslie Fay Companies.

The Court also allowed the Debtors to engage additional AP
Services professionals.  The Debtors will compensate the
temporary employees according to these hourly rates:

Professional    Services                       Rate    Commitment
------------    -----------                    ----    ----------
Tony Horvat     International business         $470    Full Time
                 planning and cash management

Adam Marr       Cash Forecasting and            390    Full Time
                 Management

Erik Post       Chapter 11 schedules and        540    Part Time
                 processes

Tim Fagen       Consolidated business           470    Full Time
                 planning and cash management

Ted Burr        Chapter 11 processes and        440    Full Time
                 Expense initiatives

Carter          Subsidiary business plan and    440    Part Time
Pennington      expense initiatives

Bettina Whyte   TBD                             640    As
                                                        authorized
                                                        by the
                                                        Company
(Acterna Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AFTON FOOD: Strikes Restructuring Pact with Senior & Sub Lenders
----------------------------------------------------------------
Afton Food Group Ltd. (TSX: AFF) announced the Company's first
quarter results, for the three-month period ended March 31, 2003.

For the first quarter ended the Company reported revenue of $5.1
million and EBITDA of $336 thousand versus revenue of $6.9 million
and EBITDA of $1.4 million for the same period a year ago. The
loss per share was 5 cents compared to an income of 3 cents a year
ago. Revenue declined principally due to the closure in 2003 of
under performing and redundant store locations as well as lower
new store openings in 2003. Although EBITDA was $336 thousand,
this included final net losses of $741 thousand generated from the
call centre, which was closed on March 10, 2003. EBITDA for the
period would have been $1.1 million, had there been no call centre
losses.

The challenges and impediments to achieving planned levels of
revenue growth faced by Afton's brands are similar to the
challenges faced by other operators in the Quick Service
Restaurant Industry. These external challenges have had a
significant impact on Afton's financial results over the past
twenty-four months. The Company is well underway in its
implementation of its 20-point plan to address these issues. This
plan is designed to grow revenues from the Company's existing
operations as well as new strategic initiatives. The Company's
medium term goal is to restore revenue and EBITDA to historic
levels. While a specific focus is being directed on the
restructuring and enhancement of operations, the Company now has
placed increased emphasis on revenue growth and brand development,
as well as restructuring its balance sheet. These initiatives are
occurring simultaneously.

The company is continuing to focus on its restructuring plans and
is making steady progress. The Company has signed agreements with
its senior and subordinated debt lenders that are subject to final
credit approval by the senior lender, anticipated by August 15th.
If the final approval of the senior lenders had been received
prior to the release of these financial statements, under the
terms of the agreements, the current liabilities would have been
reduced by $25,026,000 to $9,531,533. As part of its restructuring
plan the Company is placing emphasis on improving its working
capital and top line revenues.

The Company intends to increase its communications with its
shareholders and as part of this process timely and informative
press releases on the Company's progress may be expected.

Afton owns, operates, develops and franchises QSR Brands and is
one of Canada's leading franchisor consolidators in Canada's Quick
Service Restaurant Industry. Afton's principal brands include: 241
Pizza(R) and Robin's Donuts(R).

                         Results of Operations

Revenue:

Franchise revenue for the first quarter has decreased to $3.6
million from $4 million when compared to the first quarter of 2002
due to a decrease in revenues from franchisees related to closed
stores and a decrease in the number of new stores sold.

Corporate store revenue decreased by $1.3 million to $1.5 million
for the first quarter of 2003. This decrease is a direct result of
the company's elimination of a substantial number of under
performing stores in the second and third quarters of 2002.

Cost of sales:

The cost of sales in the first quarter decreased by $811 thousand
from the same period in 2002. The decrease is principally the
result of the planned closure of under performing corporate stores
that took place during 2002.

Selling, general and administrative expenses:

The selling, general and administrative costs overall increased by
$107 thousand resulting from an increase in professional fees of
$180 thousand over 2002. The increase in professional fees is the
result of the negotiations with various lenders and creditors.

Interest and amortization:

The interest costs for the first quarter have remained consistent
with those of the first quarter of 2002. Amortization costs
decreased by $60 thousand in comparison to the same quarter last
year as a result of the reduction in other assets that occurred in
2002.

EBITDA:

EBITDA decreased to $336 thousand compared to $1.4 million for the
same period in 2002. However the losses from the call centre that
amounted to $741 thousand were a substantial factor in the
decrease. The call centre losses have now been eliminated and the
companies normalized EBITDA for the period would therefore be $1.1
million.

                Liquidity and Capital Resources

Cash and cash equivalents:

The Company's cash position decreased to $155 thousand from $680
thousand at December 31, 2002. The decrease is a result of the
timing of the receipt of various supplier administration fees and
the payment of the upfront costs of $130 thousand to the new third
party call centre provider.

Accounts receivable:

The Company's accounts receivable balance increased by $562
thousand at December 31, 2002. This increase reflects the timing
of the receipt of the supplier administration fees.

Other Assets:

Other assets increased by a net amount of $39 thousand over the
year-end balance. The increase is a result of the one time costs
to move to a third party call center provider of $130 thousand
less the effect of regular amortization charges.

Franchise Agreements & Trademarks:

The pronouncements of the Canadian Institute of Chartered
accountants no longer requires the amortizing of franchise
agreements and trademarks unless there has been impairment in
their value. The Company will continue to follow this method of
accounting and will complete annual impairment tests. The balance
in this account relates solely to 241 Pizzar and Robin's Donutsr.

Accounts payable:

The balance increased by $554 thousand over December 31, 2002 due
to the continued accrual of subordinated debt interest and the
continuing costs of the call centre operations for the first
quarter.

Future call centre lease commitments:

This balance represents all of the future operating and facility
lease costs from April 1, 2003 forward to the end of the leases.
These amounts will be substantially eliminated upon the sale or
the lease of the closed call centre and will be reduced as
payments are made.

Future lease commitments:

These relate to the future lease commitments for closed stores
where the Company has the continued obligation under the lease.
The company is attempting to eliminate a portion of this
obligation through negotiations with the respective landlords and
the sub leasing of the closed premises.

Long Term Debt:

The Company has signed agreements with its senior and subordinated
lenders to reduce its principal repayments and extend the
maturities of the financings. The agreement with the senior lender
is subject to final credit approval, anticipated by August 15th.
The agreements significantly reduce the scheduled principal
repayment requirements to $200,000 in 2003, $600,000 in 2004 and
$500,000 to May 30, 2005. In addition, to the scheduled principal
repayment requirements in 2004 and 2005, the company is required
to pay a defined earnings excess cash flow sweep.


AIRTRAN AIRWAYS: July Revenue Passenger Miles Slide-Up 32.4%
------------------------------------------------------------
AirTran Airways, a subsidiary of AirTran Holdings, Inc.,
(NYSE:AAI) reported that the month of July represented the highest
traffic, or revenue passenger miles, and enplanement statistics in
the company's history.

Based on RPMs, traffic grew by 32.4 percent, to a record 695.4
million RPMs, on an increase of 19.3 percent in capacity, based on
available seat miles (ASMs). July's load factor reached 78.4
percent compared to 70.6 percent in July 2002. The airline also
enplaned an all-time record high of 1,141,528 passengers in the
month of July, a 27.0 percent increase over July 2002.

"We are extremely pleased to reach this company milestone of
record traffic. For the second month in a row, AirTran Airways has
served more than one million passengers," stated Robert L.
Fornaro, president and chief operating officer. "Our continuing
strong results are a tribute to our Crew Members, our business
model and our dedication to high quality, low-fare service."

AirTran Airways is one of America's largest low-fare airlines -
employing more than 5,000 professional Crew Members and serving
492 flights a day to 43 destinations. The airline's hub is at
Hartsfield Atlanta International Airport, the world's busiest
airport (by passenger volume), where it is the second largest
carrier operating 189 flights a day. The airline never requires a
roundtrip purchase or Saturday night stay, and offers an
affordable Business Class, assigned seating, easy online booking
and check-in, the A-Plus Rewards frequent flier program, and the
A2B corporate travel program. AirTran Airways, a subsidiary of
AirTran Holdings, Inc., (NYSE:AAI), is the world's largest
operator of the Boeing 717, the most modern, environmentally
friendly aircraft in its class. In 2004, the company will begin
taking delivery of 100 Boeing 737-700s, one of the most popular
and reliable jet aircraft in its class. For more information and
reservations, visit http://www.airtran.com

As reported in Troubled Company Reporter's May 6, 2003 edition,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
AirTran Holdings Inc.'s $100 million 7% convertible notes due
2023, offered under Rule 144A with registration rights. At the
same time, the rating was placed on CreditWatch with negative
implications. Existing ratings on AirTran Holdings and its major
operating subsidiary, AirTran Airways Inc., including the 'B-'
corporate credit rating, remain on CreditWatch with negative
implications, where they were placed on March 18, 2003. The
original CreditWatch placement reflected financial damage to the
airline industry from the effects of the Sept. 11, 2001, attacks
and their aftermath, and the Iraq war.


ALLIANCE COMMS: Sells Cable Systems to Cequel and Classic Holdco
----------------------------------------------------------------
Officials of Cequel III, LLC, and Classic Holdco, LLC, announced
have entered into a definitive agreement to acquire and assume
management of cable systems currently owned by Alliance
Communications Partners, LP.

The Alliance systems serve approximately 81,000 customers in nine
states, including Arkansas, Illinois, Indiana, Missouri, Maryland,
Ohio, Pennsylvania, Tennessee, and West Virginia.

The agreement is valued at approximately $81 million, and is
expected to close in the fourth quarter, this year, subject to
franchise transfers, standard regulatory approvals, customary
closing conditions, and bankruptcy court approval. The transaction
has the support of a majority of existing Alliance lenders and
interest holders, and will be a key component of Alliance's court-
assisted restructuring and liquidation plan, anticipated to be
filed with the United States Bankruptcy Court in Delaware on
September 8.

"The footprint of the Alliance systems is comparable, in many
places, to the other systems we manage, which makes them a
wonderful complement to our current operations," said William
Shreffler, President and Chief Operating Officer of the cable
properties managed by Cequel III. "Moreover, with a newly
strengthened capital structure, the Alliance systems will
represent a very attractive broadband opportunity. The costs
associated with deploying advanced services like high-speed
Internet access and digital programming continue to decline, and
as the Alliance systems are integrated with our other cable
properties, economies of scale will further improve these systems'
cash flow."

Along with the June 30 closing of the acquisition of several
Houston-area systems serving approximately 27,000 customers,
Shreffler said the agreement with Alliance represents yet another
key step in Cequel III's larger efforts to create a major U.S.
cable operator. Pro forma estimates for all announced transactions
will give the cable systems managed by Cequel III a total customer
base of approximately 430,000.

Daniels & Associates, the Denver-based media and
telecommunications mergers and acquisitions specialists,
represented Alliance in this transaction.

USA Cable was purchased by Triax Cable USA in the late 1980s.
After management changes in 1998, the name of the company was also
changed - to Alliance Communications Partners, LP, at which time
R&A Management, LLC (formerly Rifkin & Associates, Inc.) assumed
oversight of the systems. None of the entities listed in this
paragraph have a current Web site address.

Cequel III -- http://www.cequel3.com-- is a management company
for growth-oriented firms in the cable and telecommunications
industries. Today, the Cequel III team is involved with a number
of distinctive properties, including: AAT Communications
Corporation, the largest privately held wireless tower-site
provider in the industry; Classic Cable, the nation's twelfth-
largest cable operator; and Broadwing Communications, the worlds'
first and only intelligent, nationwide network that combines
longhaul and ultra-longhaul transport with integrated, true all-
optical switching.

Classic Holdco owns cable systems that currently serve more than
350,000 customers nationwide. Cequel III is an investor in and the
management company for the systems owned by Classic Holdco.
Oaktree Capital Management, LLC (www.oaktreecapital.com) - a Los
Angeles-based money management firm - is Classic's controlling
shareholder. Officials at Classic Holdco, Cequel III, and Oaktree
continue to look for additional acquisition opportunities in non-
metropolitan, multi-channel distribution.


ALTERNATIVE FUEL: Second Quarter Net Loss Widens to $2 Million
--------------------------------------------------------------
Alternative Fuel Systems Inc. (TSX:ATF) announced its financial
results for the three and six month periods ended June 30, 2003,
and provides an update on its corporate restructuring.

AFS reported a net loss for the six months ended June 30, 2003 of
$5.3 million as compared to a net loss of $1.5 million for the
comparable six-month period in the prior year. The net loss for
the three months ended June 30, 2003 was $2.1 million compared to
last year's second quarter net loss of $0.8 million.

                    Corporate Restructuring

AFS continues to operate under creditor protection granted to the
Company on April 9, 2003 pursuant to the Companies' Creditors
Arrangement Act. The CCAA process was undertaken by AFS in order
to facilitate a corporate restructuring. As part of the process,
the Company's creditors and contingent creditors were required to
submit their claims to AFS by May 21, 2003. At the time of writing
of this release, AFS had come to an agreement on the claim values
for almost all of the creditors. AFS is working to resolve the few
remaining claims that are still outstanding and continues to work
with its advisors to develop a Plan of Arrangement for approval by
the Company's creditors, and if necessary, its shareholders.

                     Financial Statements

The Company's financial statements for second quarter ended
June 30, 2003, have been prepared using generally accepted
accounting principals applicable to a going concern. However, as
disclosed in the notes to these statements, there is some question
as to the future sustainability of the Company and, as such, the
going concern assumption may not be appropriate. AFS has incurred
losses since inception, has recently lost its major customer and
there is no assurance that the Company will emerge from creditor
protection. The management of AFS anticipates that the
restructuring steps being taken will enable the Company to
continue as a going concern.

If the going concern assumption were not appropriate, material
adjustments to the carrying value of assets and liabilities would
be required. As recorded on the June 30, 2003 balance sheet, the
combined carrying value of inventories and property, plant and
equipment was $2.1 million. Liquidation values of these items, as
determined by an independent valuation firm acting on behalf of
the court-appointed monitor, approximated $250,000.

AFS is a Canadian environmental technology company providing
innovative and cost-effective solutions to the growing global
problem of harmful exhaust emissions from internal combustion
engines. AFS has commercialized electronic engine management
systems enabling diesel and gasoline engines to operate on cleaner
burning natural gas. AFS' natural gas systems and components are
installed worldwide in new vehicles manufactured by Original
Equipment Manufacturers, or retrofitted in existing fleets. AFS is
headquartered in Calgary, Canada and trades on the Toronto Stock
Exchange under the trading symbol ATF.


ALTHRU HEALTH: Fitch Withdraws Bq Quantitative Insurer Rating
-------------------------------------------------------------
Fitch Ratings has withdrawn its 'Bq' quantitative insurer
financial strength rating on Altru Health Plan of Minnesota. Altru
Health Plan has voluntarily relinquished their license and has
terminated their contracts in 2002.

Fitch's quantitative insurer financial strength ratings (Q-IFS
ratings) are generated solely based on quantitative analysis of
publicly available financial statement data filed by the HMO on a
quarterly basis with its state regulator. Although the model's
general assumptions are reviewed by Fitch's rating committee, the
Q-IFS ratings generated by the model on individual HMOs are not
reviewed by the rating committee.

                  Altru Health Plan

                      --Withdrawn / 'Bq'.


AMERCO: Court Fixes November 10, 2003 as General Claims Bar Date
----------------------------------------------------------------
According to Patricia Gray, the Clerk of the Bankruptcy Court for
the District of Nevada, all creditors, except a governmental
unit, have until November 10, 2003 to file a proof of claim
against Amerco.  Creditors wishing to file a proof of claim must
submit an original and two copies to:

               Trumbull Associates, LLC
               4 Griffin Road North
               Windsor, Connecticut 06095

If a creditor wants to submit a proof of claim by mail, a
postage-paid, self-addressed envelop must be included in order to
receive acknowledgment that the proof of claim has been received.

For a governmental unit, the proof of claim will be no later than
180 days after the date of the order for relief pursuant to Rule
3002(c) of the Federal Rules of Bankruptcy Procedure.

Ms. Gray stresses that creditors must not file their proofs of
claim with the Court. (AMERCO Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


AMERICA WEST: Completes $75 Mill. Senior Notes Private Offering
---------------------------------------------------------------
America West Airlines, Inc., a wholly-owned subsidiary of America
West Holdings Corporation (NYSE: AWA), on Wednesday, July 30,
2003, completed its private placement of $75 million issue price
of its Senior Exchangeable Notes due 2023.  The notes pay cash
interest until July 30, 2008.  Thereafter, the notes will cease
bearing cash interest and begin accruing original issue discount
at a rate of 7.25% until maturity.

Each note was issued at a price of $343.61 and is exchangeable for
class B common stock of America West Holdings Corporation at an
exchange ratio of 32.038 shares per $1,000 principal amount at
maturity of the notes.  This represents an equivalent conversion
price of approximately $10.73 per share (subject to adjustment in
certain circumstances).  The aggregate amount due at maturity,
including accrued original issue discount from July 31, 2008, will
be $218,271,000.

Holders of the notes may require America West Airlines to
repurchase the notes at a price equal to the original issue price
plus accrued cash interest and original issue discount, if any, on
July 30, 2008, 2013 and 2018.  The purchase price of such notes
may be paid in cash or class B common stock of America West
Holdings Corporation, subject to certain restrictions.  America
West Airlines may redeem the notes, in whole or in part, on or
after July 30, 2008 at a price equal to the original issue price
plus accrued cash interest and original issue discount, if any.

The offering was made only to qualified institutional buyers in
accordance with Rule 144A under the Securities Act of 1933.
America West Airlines will place $42.9 million of the net proceeds
in a cash collateral account to secure scheduled principal and
interest payments on certain of its indebtedness through September
30, 2004 and use the balance of the net proceeds for working
capital and general corporate purposes.

The notes being offered and the class B common stock issuable upon
exchange of the notes have not been registered under the
Securities Act, or any state securities laws, and may not be
offered or sold in the United States absent registration under, or
an applicable exemption from, the registration requirements of the
Securities Act and applicable state securities laws.

As reported in Troubled Company Reporter's July 30, 2003 edition,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
America West Airlines Inc.'s $75 million 7.25% senior exchangeable
notes due 2023, offered under Rule 144A with registration rights.
The notes are guaranteed by America West Airlines' parent, America
West Holdings Corp. (both rated B-/Negative/-).

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

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


AMERICAN AIRLINES: July Load Factor Slides-Up 5.3 Points to 81%
---------------------------------------------------------------
American Airlines, the world's largest carrier, reported a record
high July load factor of 81 percent, an increase of 5.3 points
compared to last year, and an improvement of 0.8 points over the
prior July record of 80.2 percent set in 2000.  The year-over-year
gains were achieved in both domestic and international markets,
with a load factor increase of 6.8 points in domestic markets and
1.4 points in international markets.

For the month, overall capacity declined 6.9 percent year over
year, yet traffic fell by a much smaller 0.4 percent.  Domestic
traffic was down 1.3 percent on a 9.6 percent capacity reduction.
In international markets, July traffic increased 1.9 percent on
virtually flat capacity year over year.

American boarded 8.7 million passengers in July.

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.


AMERIPOL SYNPOL: Sells Certain Assets to International Specialty
----------------------------------------------------------------
International Specialty Products Inc. announced that through a
subsidiary it has completed the acquisition of certain assets from
Ameripol Synpol Corporation with respect to its synthetic rubber
business in Port Neches, Texas.

With the assets acquired from ASC, ISP will commence operating its
new business under the name ISP Elastomers effective July 31,
2003.

The Port Neches facility, which will serve as the base of ISP's
synthetic rubber operations, has been successfully manufacturing
and shipping product to synthetic rubber customers since its
start-up during World War II. In the 60 years since, it has
consistently enjoyed a high reputation for technical excellence
and superior products in the marketplace. However, the downturn in
demand for SBR over the last seven years coupled with low margins
left ASC in the position of being unable to reinvest in the
business, ultimately resulting in its bankruptcy filing in
December, 2002.

"When ISP reviewed the ASC operations, we found a sound
manufacturing capability, with great people who wanted to be given
the opportunity to make the Port Neches facilities survive and be
successful," stated Sunil Kumar, ISP President and CEO. Mr. Kumar
added, "In particular we were impressed by the experience,
dedication and loyalty of the employees, all of whom were
committed to providing their support to the reorganization of the
business." Additionally, Mr. Kumar noted that ISP received the
support and encouragement from the customer base, the local
community, the labor union and the suppliers serving the plant.

While ISP is not currently involved in the synthetic rubber
business, it does have a long and successful history in polymer
manufacturing. The Company expects the R&D, process technology and
manufacturing expertise which ISP utilizes in its other businesses
to have great synergy with the processes at Port Neches.

It is ISP's plan to restart manufacturing at the plant by mid-
August. Shipments of many grades of product will begin in early
September. The Company anticipates that production of all grades
will occur by the end of September. ISP is committed to investing
in the Port Neches complex during the next several years in order
to ensure the future viability and success of this business.

International Specialty Products is a leading multinational
manufacturer of specialty chemicals and mineral products. ISP
manufactures products around the world and serves its 6000
customers in more than 90 countries, using 60 sales offices and
technical centers strategically located closed to its customers.


ANC RENTAL: Plan Filing Exclusivity Extended to November 3, 2003
----------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates obtained the
Court's approval extending the period within which they have the
exclusive right to file a Chapter 11 plan to November 3, 2003 and
the period within which they have the exclusive right to solicit
acceptances of that plan to January 2, 2004. (ANC Rental
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ARMOR HLDGS: S&P Assigns BB Corp. Credit & B+ Sub. Notes Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its "BB" corporate
credit rating to law enforcement products and armor supplier Armor
Holdings Inc. At the same time, Standard & Poor's assigned its
"B+" rating to the company's proposed $150 million senior
subordinated notes due 2013, which will be sold under rule 144A
with registration rights. The outlook is stable.

"The ratings on Armor reflect the company's modest size and active
acquisition program, including the pending acquisition of Simula
Inc, partly offset by leading positions in niche markets and
moderate leverage," said credit analyst Christopher DeNicolo.

Jacksonville, Florida-based Armor is a leading provider of law
enforcement equipment, including body armor, holsters, riot gear,
and batons, through its Products division (around 55% of revenue)
and military and commercial vehicle armoring through  Armor Mobile
Security (45%). The company is in the process of divesting its
ArmorGroup unit, requiring a $24 million writedown of goodwill in
2002, which provides security risk management solutions to
government agencies and corporations. Armor has signed a letter of
intent to acquire Simula, a provider of crew seats for military
helicopters and transports, body armor, and vehicle armoring for
$110.5 million, which is expected to close by the end of the year.
The acquisition will be funded with a portion of the proceeds of
the subordinated notes offering and possibly some stock. Armor has
grown rapidly since 1996 through over 20 acquisitions and solid
organic growth.

The company's various law enforcement products have leadership
positions in the markets they participate and strong brand
identities. Products are sold through 500 distributors worldwide
and Armor provides comprehensive product training support.
Domestic sales have recently been flat due to the fiscal problems
at many states and local municipalities, but international sales
are growing.

Armor also is the leading provider of aftermarket vehicle
armoring. The company's military business in this segment is
largely from the up-armored HMMWV contract with the U.S. Army,
under which over 600 vehicles were delivered in 2002. Sales of
commercial armored vehicles likely will benefit from increased
threats of terrorism throughout the world.


ASIA GLOBAL CROSSING: Chapter 7 Trustee Posts $95 Million Bond
--------------------------------------------------------------
Pursuant to Section 322(a) of the Bankruptcy Code and Rule
2010(a) of the Federal Rules of Bankruptcy Procedure, Robert L.
Geltzer, Asia Global Crossing's Chapter 7 Trustee, posts a
$95,000,000 bond issued by Atlantic Mutual Insurance Company Fund,
Hartford Fire Insurance Company, Fidelity and Deposit Company of
Maryland, Zurich American Insurance Company, XL Specialty
Insurance Company and XL Reinsurance America, Inc. -- the
Sureties.

Under the Bond, Mr. Geltzer agrees to obey all Court orders in
relation to the trusts, and will faithfully and truly account for
all monies, assets and effects of the Debtors' estates, which
will come into his hands and possessions, and will in all respect
faithfully perform all his official duties.  Other terms of the
Bond are:

A. In no event will the total obligation of the Sureties exceed
    the amount stated, regardless of the number of years this
    bond is in force;

B. The obligation of the Sureties will be several and not joint,
    and no Surety will be responsible in an amount greater than
    their maximum amount of liability.  A Surety's liability will
    not be increased or affected in any way whatsoever as a result
    of the performance or non-performance by any other Surety of
    other Surety's obligation under this Bond; and

C. The maximum amount of liability for each surety will be
    limited to these amounts:

    Hartford Fire Insurance            $25,000,000
    Fidelity and Zurich American        20,000,000
    XL Specialty and XL Reinsurance     25,000,000
    Atlantic Mutual Insurance           25,000,000
(Global Crossing Bankruptcy News, Issue No. 44; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ASSOC. MATERIALS: S&P Places BB- Credit Rating on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Cuyahoga Falls, Ohio-based vinyl siding and
window manufacturer Associated Materials Inc. on CreditWatch with
negative implications.

"This rating action follows Associated Materials' announcement
that it will acquire unrated, privately held Gentek Holdings Inc.
for $118 million in cash," said Standard & Poor's credit analyst
Cynthia Werneth. The transaction, which should close by the end of
August, is expected to be financed with a new $113.5 million term
loan and expansion of Associated Materials' existing revolving
credit facility to $70 million from $40 million.

Gentek's operating subsidiaries manufacture and distribute vinyl,
aluminum, and steel siding and accessories and vinyl windows. For
the year ended Dec. 31, 2002, Gentek reported sales of $260.1
million, net income of $9.2 million, and EBITDA of $19.3 million.

Standard & Poor's expects to review the effect of this transaction
on Associated Materials' credit profile and resolve the
CreditWatch shortly.


ATCHISON CASTING: Files for Chapter 11 Protection in Missouri
-------------------------------------------------------------
Atchison Casting Corporation (OTC Bulletin Board: AHNC) and its
U.S. subsidiaries (with the exception of The G&C Foundry Company)
have filed a voluntary petition for reorganization. ACC filed its
voluntary petition in the U.S. Bankruptcy Court in the Western
District of Missouri, located in Kansas City, Missouri. ACC has
requested that the filings be jointly administered for procedural
purposes. ACC's Canadian and U.K. operations have not been
included in any bankruptcy filings and are operating as usual.
Substantially all of the assets of G&C are expected to be sold
within 30 days.

"Over the past several months the management of the Atchison
Casting Corporation has worked diligently with our bankers to
develop a debt restructuring plan that would lead to an extension
of the credit agreement to September 2004," said Tom Armstrong,
ACC's President. "Unfortunately, we have been unable to reach an
agreement and are now filing a voluntary petition for Chapter 11
reorganization with the U.S. Bankruptcy Court."

ACC has secured a $7.5 million debtor-in-possession (DIP)
financing facility with Harris Trust & Savings Bank as Agent for
the lending group. This financing will be used to supplement ACC's
existing cash flow during the reorganization process and ensures
post-petition payment of payroll and benefits, payments to
vendors, as well as other normal operating costs. ACC intends to
sell its remaining businesses and assets as a going concern for
the highest value. Management is unable to predict how much cash
will be generated from these sales or how much money, if any, will
be available to pay unsecured creditors. At this time, it appears
unlikely that any funds will be left for stockholders. The Company
will be filing monthly financial reports in the bankruptcy case.

"After our long struggle to survive against the backdrop of the
recession in the manufacturing sector, too much debt and related
costs, and closures and sales of unprofitable operations, among
other things, this filing should enable our core operations to
continue to operate while we offer them for sale, which provides
the best opportunity for our employees, customers, vendors and
creditors going forward. To continue to burden our core operations
with these costs would ultimately lead to their deterioration,
thereby jeopardizing their future," said Kevin McDermed, ACC's
Chief Financial Officer.

ACC produces iron, steel and non-ferrous castings for a wide
variety of equipment, capital goods and consumer markets.


ATCHISON CASTING: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Atchison Casting Corporation
             3811 South 48th Terrace
             St. Joseph, Missouri 64503
             aka Atchison Casting Corporation of Kansas
             aka Atchison Steel Casting & Machining

Bankruptcy Case No.: 03-50965

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                             Case No.
     ------                                             --------
     Amite Foundry and Machine, Inc.                    03-50966
     Quaker Alloy, Inc.                                 03-50968
     Prospect Foundry, Inc.                             03-50970
     Inverness Castings Group, Inc.                     03-50971
     Milwaukee Impeller Castings, Inc.                  03-50972
     Empire Steel Castings, Inc.                        03-50973
     LaGrange Foundry, Inc.                             03-50974
     PrimeCast Incorporated                             03-50975
     ACC Global Corporation                             03-50976
     Claremont Foundry, Inc.                            03-50977
     Springfield Iron Corporation                       03-50978
     Pennsylvania Steel Foundry & Machine Co., Inc.     03-50979

Type of Business: The Debtors produce iron, steel and non-ferrous
                  castings and machining for a wide variety of
                  equipment, capital goods and consumer markets.

Chapter 11 Petition Date: August 4, 2003

Court: Western District of Missouri (St. Joseph)

Judge: Jerry W. Venters

Debtors' Counsel: Mark G. Stingley, Esq.
                  Cassandra L. Writz, Esq.
                  Bryan Cave LLP
                  3500 One Kansas City Place
                  1200 Main St.
                  Kansas City, MO 64105-2152
                  Tel: 816-374-3200
                  Fax: 816-374-3300

Total Assets: $136,750,000

Total Debts: $96,846,000

A. Atchison Casting's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
GE Transportation Systems   Claim for damages       $2,000,000
2901 East Lake Road
Erie, PA 16531
Attn: Roger H. Taft
      MacDonald, Illig,
       Jones & Britton LLP
      100 State Street,
      Suite 700
      Erie, PA 16507-1459
      Tel: 814-870-7603
      Fax: 814-454-4647

Caterpillar World Trade     Trade Set-Off             $750,961
100 N.E. Adams
Attn: Terry Wiley
Peoria, IL 61629-6321
Tel: 309-494-0525
Fax: 309-494-0526

HA International LLC        Trade                     $271,073
630 Oakmont Lane
Westmont, IL 60559
Attn: Alex Otte
Tel: 800-323-6863
Fax: 614-889-1190

Canton Drop Forge           Trade                     $262,262
4575 Southway Street S.W.
Canton, OH 44706
Attn: John Motsay
Tel: 330-477-4511
Fax: 330-477-2046

General Electric Capital    Trade                     $196,418

Canfield & Joseph Inc.      Trade                     $180,972

Keokuk Steel Castings       Trade                     $179,096

Westar Energy/KGS           Trade                     $162,084

R & W Machine Division      Trade                     $137,984

Kennametal, Inc.            Trade                     $106,952

Peggy J. Campbell -         Taxes                      $94,473
Collector

American Electric           Trade                      $89,304

Industrial Bearing &        Trade                      $81,849
Transmission

Koni-ITT Automotive, Inc.   Trade                      $74,113

Graphite Electrode          Trade                      $73,374
Network LLC

Standard Steel              Trade                      $72,000

Praxair Distribution, Inc.  Trade                      $68,839

Ossola Industrials, Inc.    Trade                      $68,279

Executive Protection, Inc.  Trade                      $64,126

Independent Electric        Trade                       $62,913
Mach. Co.

B. Amite Foundry and Machine's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Dynegy Marketing and        Trade                     $233,510
Trade

Caterpillar World           Trade                     $135,156
Trading Corp.

HA International, LLC       Trade                     $100,175

Entergy                     Trade                      $78,445

Canfield & Joseph, Inc.     Trade                      $75,464

Doussan                     Trade                      $46,509

Cameron & Barkley Co.       Trade                      $42,997

Capitol Steel, Inc.         Trade                      $20,174

Cambridge Patterns Ltd.     Trade                      $19,745

Pride Machine & Tool        Trade                      $17,800
Co., Inc.

Avondale Industries, Inc.   Trade                      $17,862

American Colloid Company    Trade                      $14,153

Harbison Walker             Trade                      $13,848

Thermal Ceramics, Inc.      Trade                      $13,070

Minteq International Inc.   Trade                      $12,933

Superior Graphite Co.       Trade                      $12,441

Benefit Management          Services                   $11,917
Services

Motion Industries, Inc.     Trade                      $10,571

Ingersoll-Rand Co.          Trade                      $10,090

The Nock and Son Co.        Trade                       $7,312

C. Quaker Alloy, Inc.'s 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Myerstown Pattern Shop      Trade debt                $209,207

HA International LLC                                  $104,322

NUI Energy                  Utility                    $82,331

Cooper Alloy Metals         Trade debt                 $74,404

Behler Patterns Inc.        Trade debt                 $66,424

Foseco Inc.                 Trade debt                 $53,687

Met-Ed                      Utility                    $52,610

Reading Pattern Works       Trade debt                 $50,930

UGI Utilities               Trade debt                 $42,625

Varian Oncology Systems                                $39,231

Eastern Lebanon County                                 $36,791
School Dist.

Praxair, Inc.                                          $32,092

Arcos Alloys                                           $20,819

Metal Prep                                             $20,649

MFS Pattern Enterprises,    Trade debt                 $20,270
Inc.

F.H. Bentzel Associates Inc.                           $17,700

Acceletronics Inc.                                     $16,009

REX Heat Treat -                                       $13,265
Lansdale, Inc.

Harbison Walker                                        $17,875
Refractories Co.

Emsco, Inc.                                            $13,149

D. Prospect Foundry, Inc.'s 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Fireman's Fund              Workman's Comp. Claim     $473,000
Dept. LA 21410
Pasedena, CA 91185-1410
Attn: Evett Nelson
Tel: 415-899-4779
Fax: 415-899-4779


Caterpillar World Trading   Trade Debt                $311,227
Corp.
100 NE Adams St.
Peoria, IL 61629-2470
Attn: Terry Wiley
Tel: 309-494-0501

XCEL Energy (NSP)           Utility                    $94,669

Foseco                      Trade Debt                 $48,113

Gopher Pattern Works, Inc.  Trade Debt                 $47,875

Alliance Steel & Service    Trade Debt                 $36,439

Carpenter Brothers          Trade Debt                 $36,020

Smith Sharpe Co.            Trade Debt                 $28,106

Miller & Company            Trade Debt                 $26,779

Christopherson Patterns     Trade Debt                 $23,750

Enviro Logic Inc.           Trade Debt                 $15,169

Hill & Griffith Co.         Trade Debt                 $14,952

Allied Mineral Products     Trade Debt                 $10,947

Hill Industrial Tools       Trade Debt                 $10,717

Sterling Supply             Trade Debt                 $10,223

Export Packaging            Trade Debt                  $9,860

Jetson                      Trade Debt                  $9,592

Pine Point Wood Products    Trade Debt                  $8,336
Inc.

John Henry Foster           Trade Debt                  $8,158

IGC Technologies            Trade Debt                  $5,792

E. Inverness Castings Group, Inc.'s 20 Largest Unsecured
   Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Cat World Trading Corp      Trade Set-off           $1,866,190
100 N.E. Adams
LT 6321
Peoria, IL 61629
Attn: Terry Wiley
Tel: 309-494-0525
Fax: 309-494-0526

Nowak Machined              Trade                     $104,565
Products

Liten Automotive            Trade                      $80,755
Partnership

Toefco Engineering Inc.     Trade                      $79,823

Castall Products Inc.       Trade                      $67,355

Clayton De Windt            Trade                      $65,165

City of Dowagiac            Utility                    $62,427

Charlevioux Energy Trading  Utility                    $55,986

Ottawa Gage Inc.            Trade                      $48,742

D and F Mold Company        Trade                      $45,420

Werkema Machine Co.         Trade                      $42,270

G.W. Smith & Son Inc.       Trade                      $45,261

Standard Tool & Die         Trade                      $30,000

Alko Tool Corporation       Trade                      $22,649

Reliance Finishing          Trade                      $17,677

Pri Mar Petroleum           Trade                      $16,183

Rimrock                     Trade                      $13,408

Brammall Supply Co.         Trade                      $13,407

Franchino Mold & Eng'g      Trade                     $246,025

Symonds Machine             Trade                      $15,359

F. Empire Steel Castings, Inc.'s 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Pat Lupia                   Taxes                      $44,776
Muhlenberg Township
Tax Collector

Met-Ed                      Utility                    $18,736

U.S. Security Associates    Trade                       $6,310

Gasmark                     Utility                     $4,032

Marks Environmental                                     $3,587

Kistler O'Brien Fire        Trade                       $2,714
Protection

Fromm Electric              Trade                       $1,757

Int'l Minerals & Raw        Trade                       $1,502
Material

IFS Industries, Inc.        Trade                       $1,279

Waste Management            Utility                     $1,092

Verizon Cabs                Trade                         $916

Sindall Transport           Trade                         $577

MSC Industrial Supply Co.   Trade                         $386

Central Transport           Trade                         $392
International, Inc.

Conestoga Fuels, Inc.       Utility                       $384

Berks Industrial Supply Co. Trade                         $282

Stauffer Manufacturing      Trade                         $180

Mazaika Concrete            Trade                         $155
Construction

Red Hill Grinding Wheel     Trade                         $148
Corp.

MAI Logistics, Inc.         Trade                         $146

G. LaGrange Foundry, Inc.'s 6 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
AmerenUE                    Trade                     $271,500
PO Box 66529
St. Louis, MO 63166-6529
Attn: Tom Thompson
Tel: 314-206-0665

Century Tel                 Utility                       $630

Jet Oil                     Judgment                    $9,830

Safety Kleen Corp.          Trade                       $1,267

City of La Grange                                       $9,710

Lewis Co. Collector of Revenue                          $49,173

H. ACC Global Corporation's 6 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Shenyang Machine            Trade                     $319,673
(Canada) Ltd.
103-6558 Sussex Ave.
Burnaby, BC V5H 3C6
Canada
Accts Receivable
Tel: 604-439-8919
Fax: 604-439-8999

Qingdao Singho              Trade                      $38,861
Industrial Co. Ltd.

Hong Bank Industrial        Trade                      $25,850
Company Limited

Jarvis Int'l Freight        Trade                       $2,039

A Helping Hand              Trade                         $275

Federal Express Corp.       Trade                          $77


AVISTA CORP: Unit Requests Nod to Increase Natural Gas Prices
-------------------------------------------------------------
In response to higher current and projected wholesale natural gas
prices, Avista Corp. (NYSE: AVA) operating division Avista
Utilities filed requests with the state utility commissions in
Washington, Idaho, Oregon and California to increase natural gas
prices.

These requests are called purchased gas cost adjustments (PGAs)
and are filed annually by Avista to reflect changes in the cost of
gas purchased by Avista to serve customers.

As a natural gas distribution company, Avista is only passing
through the costs of acquiring gas for its customers through the
PGAs. The utility does not mark up or make additional profits from
PGA filings -- any increase or decrease in revenues is offset by
the cost of gas purchased by Avista for its customers.

In 2002, in response to lower wholesale prices, Avista reduced
natural gas rates by an average of 16 percent in Idaho, by 17
percent in Washington, by 23 percent in Oregon, and by 16 percent
in California.

This year, Avista is requesting an overall price increase of 2.4
percent in Idaho, or $1.2 million in annual revenues. In
Washington, the requested increase is 8.7 percent, or $11.8
million.  In Oregon, the requested increase is 18 percent, or
$11.7 million. And in California, the requested increase is 15
percent, or $2.5 million. The differences in the percentage
increases between the states are due to timing variances in the
collection of prior gas costs in each of the states. Avista's
filings propose an effective date of Sept. 5 in Washington, Sept.
15 in Idaho, Oct. 1 in Oregon and California. Avista Utilities
serves 292,000 natural gas customers in the four states.

The following chart outlines the proposed price changes in each
state for residential customers. The price changes must be
approved by state regulators.

                     Proposed    Average residential monthly bill
                     Increase         usage/bill increase*

     Idaho            2.5 percent         70 therms/$1.39
     Washington       9.4 percent         70 therms/$5.14
     Oregon          17.8 percent         55 therms/$7.68
     California      15.2 percent         Summer 33 therms/$3.73
                                          Winter 107 therms/$12.08

*The average monthly residential usage varies from state to state.

The percentage increase for commercial and industrial customers
will generally be slightly higher than the residential increases
shown above due to lower base rates.

"Natural gas remains an excellent energy value," said Avista
Utilities President Scott Morris. "Even with the proposed price
changes, natural gas is still the most cost-effective home heating
source when compared with other fuel sources. Natural gas is
efficient, clean, comfortable, safe and reliable."

In a separate filing, Avista filed a request with the Washington
Utilities and Transportation Commission to increase its present
Washington natural gas energy efficiency rate by 0.46 percent. If
approved by regulators, a total of about $1.2 million would be
collected through a tariff on residential natural gas sales and
would be used to provide energy efficiency and conservation
programs. The impact on a typical Avista residential natural gas
customer using an average of 70 therms would be about 68 cents per
month.

If approved by the WUTC, the current program offerings could be
expanded. These include weatherization, assistance for low-income
energy efficiency programs and site-specific conservation
projects. According to Morris, the efficiency program represents
Avista's ongoing commitment to energy conservation and its
emphasis on the wise and efficient use of natural gas by its
customers. Morris said that Avista's natural gas conservation
programs have been well received by participating customers,
citing the more than 1.6 million therms of natural gas saved by
Avista's Washington customers since 2001.

Avista customers are encouraged to visit the company's Web site at
http://www.avistautilities.comfor energy saving tips and a full
listing of energy efficiency programs. Avista also offers its
customers a range of convenient payment options, including Comfort
Level Billing, which averages the customer's bill into equal
monthly payments. For more information, customers may call Avista
Utilities at 800-227-9187.

Avista's PGA filings and request to increase its Washington
natural gas energy efficiency rider rate are subject to review and
a decision by the respective state utility commissions. Copies of
the filings and proposed tariff changes are available in Avista's
offices and the utility commissions' offices in each state.

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


BETHLEHEM STEEL: Posts Overview of Joint Plan of Liquidation
------------------------------------------------------------
Bethlehem Steel Corporation and its debtor-affiliates delivered
their Joint Plan of Liquidation under Chapter 11 of the Bankruptcy
Code to the Bankruptcy Court on July 29, 2003.  The Plan
contemplates the liquidation of the steelmaker and the resolution
of all outstanding claims against and interests in the Debtors'
Estates.

Lonnie A. Arnett, Bethlehem Vice-President, Controller, and Chief
Accounting Officer, tells Judge Lifland that the Plan is
predicated on the substantive consolidation of the Debtors.
Specifically, these Debtors and their estates will be merged into
Bethlehem on the effective date:

    -- Alliance Coatings Company, LLC;
    -- BethEnergy Mines Inc.;
    -- Bethlehem Cold Rolled Corporation;
    -- Bethlehem Development Corporation;
    -- Bethlehem Rail Corporation;
    -- Bethlehem Steel de Mexico, S.A. de C.V.;
    -- Bethlehem Steel Export Company of Canada, Limited;
    -- Bethlehem Steel Export Corporation;
    -- BethPlan Corporation, Chicago Cold Rolling, L.L.C.;
    -- Eagle Nest Inc.;
    -- Encoat-North Arlington, Inc.;
    -- Energy Coatings Company;
    -- Greenwood Mining Corporation;
    -- HPM Corporation;
    -- Kenacre Land Corporation;
    -- LI Service Company;
    -- Marmoraton Mining Company, Ltd.;
    -- Mississippi Coatings Limited Corporation;
    -- Mississippi Coatings Line Corporation;
    -- Ohio Steel Service Company, LLC; and
    -- Primeacre Land Corporation.

Moreover, Mr. Arnett discloses that:

     (i) all of these Debtors' assets and liabilities will be
         deemed merged into Bethlehem;

    (ii) all guaranties of any Debtor of the payment, performance,
         or collection of obligations of another Debtor will be
         eliminated and cancelled;

   (iii) any obligation of any Debtor and all guaranties executed
         by one or more of the other Debtors will be treated as a
         single obligation, and the guaranties will be deemed a
         single Claim against the consolidated Debtors;

    (iv) all joint obligations of two or more Debtors and all
         multiple Claims against the entities on account of the
         joint obligations will be treated and allowed only as a
         single Claim against the consolidated Debtors;

     (v) all Claims between or among the Debtors will be
         cancelled, and

    (vi) each Claim filed in the Chapter 11 Case of any Debtor
         will be deemed filed against the consolidated Debtors and
         a single obligation of the consolidated Debtors on and
         after the Effective Date.

                        Claims and Interests

Administrative Claims and Priority Tax Claims are not classified
and will be paid in full under the Plan.

Other Claims and Equity Interests are divided into four Classes:

     * Other Secured Claims,
     * Priority Non-Tax Claims,
     * General Unsecured Claims, and
     * Equity Interests.

All classes are impaired and entitled to vote on the Plan.

On the Effective Date, the Debtors will remit to holders of
Allowed Administrative Expense Claims, Allowed Priority Tax
Claims, Allowed Priority Non-Tax Claims, and, if applicable,
Allowed Other Secured Claims, cash equal to the allowed amount of
the Claims.  Furthermore, the Debtors will transfer certain
Liquidating Trust Assets free and clear of all liens, claims, and
encumbrances to the Liquidating Trust, but subject to any
obligations imposed by the Plan, on behalf of holders of General
Unsecured Claims.

                      The Liquidating Trust

On the Effective Date, a Liquidating Trust Agreement will be
executed, and all other necessary steps will be taken to
establish the Liquidating Trust and its beneficial interests,
which will be for the benefit of the holders of Allowed General
Unsecured Claims.

The Liquidating Trust will be established for the sole purpose of
liquidating and distributing its assets, in accordance with
Treasury Regulation Section 301.7701-4(d), with no objective to
continue or engage in the conduct of a trade or business.

Any cash or other property received from third parties from the
prosecution, settlement, or compromise of the Avoidance Actions
will constitute Liquidating Trust Assets for purposes of
distributions under the Liquidating Trust.  On the Effective
Date, the Debtors will transfer all of the Liquidating Trust
Assets to the Liquidating Trust free and clear of all liens,
claims, and encumbrances, except to the extent otherwise provided
in the Plan.

Also, on the Effective Date, Bethlehem will transfer and assign
to the Liquidating Trust full title to all of the Debtors' books
and records.  The Liquidating Trust will have the responsibility
of storing and maintaining the transferred books and records
until one year after the date Bethlehem is dissolved in
accordance with the Plan, after which time the books and records
may be abandoned or destroyed without further Bankruptcy Court
order.

The Debtors will cooperate with the Trustee to facilitate the
delivery and storage of their books and records.  The Debtors, as
well as their current and former officers and directors, will be
entitled to reasonable access to any books and records
transferred to the Liquidating Trust for all necessary corporate
purposes, including, without limitation, defending or prosecuting
litigation, determining insurance coverage, filing tax returns,
and addressing personnel matters.

         Non-transferability of Liquidating Trust Interests

The beneficial interests in the Liquidating Trust will not be
certificated and are not transferable, except as otherwise
provided in the Liquidating Trust Agreement.

                         Vesting of Assets

The property of the Estates will vest in the Debtors and, subject
to exceptions, the Liquidating Trust Assets will be transferred
to the Liquidating Trust.

From the Effective Date onwards, the Trustee may dispose of the
assets of the Liquidating Trust free of any restrictions of the
Bankruptcy Code, but in accordance with the provisions of the
Plan and the Liquidating Trust Agreement.  All of the Debtors'
assets and the Liquidating Trust will be free and clear of all
Claims, except as provided in the Plan or the Confirmation Order.

           Claims Administration and Plan Distributions

The Debtors will continue to have the power and authority to
prosecute and resolve objections to Disputed Administrative
Expense Claims, Disputed Priority Tax Claims, Disputed Other
Secured Claims, and Disputed Priority Non-Tax Claims.  Similarly,
the Debtors may hold, manage, and distribute Plan distributions
to holders of Allowed Claims.

The Debtors anticipate having more than sufficient cash available
on the Confirmation Date from the proceeds of the ISG Sale, as
well as other sources, to pay in full Allowed Administrative
Expense Claims and Allowed Priority Tax Claims in accordance with
the Plan, fund the Trustee Expense Fund, and complete the
administration of these Chapter 11 Cases.

                            Dissolution

Within 30 days after its completion of the acts required by the
Plan, or as soon thereafter as is practicable, each Debtor will
be deemed dissolved for all purposes without the necessity for
any other or further actions to be taken by or on behalf of each
Debtor.  However, this is provided that each Debtor will file
with the office of the Secretary of State or other appropriate
office for the state of its organization a certificate of
cancellation or dissolution.  In the alternative, a Debtor may be
merged with and into another Debtor and so file an appropriate
certificate of merger.

The Creditors' Committee and the Retirees' Committee will
likewise dissolve on the Effective Date, except that the
Creditors' Committee and its professionals will have the right to
pursue, review, and object to any applications for compensation
and reimbursement of expenses filed.

            Repayment of Cash or Certain Assets to ISG

If the Debtors possess any cash or other assets after (i)
transferring the Liquidating Trust Assets to the Liquidating
Trust, including the funding of the Trustee Expense Fund (ii) the
payment in full of all Allowed Administrative Expense Claims,
Allowed Priority Tax Claims, Allowed Other Secured Claims, and
Allowed Priority Non-Tax Claims, and (iii) completing the post-
confirmation acts, the Debtors will repay the Cash amounts to ISG
by wire transfer of immediately available funds to an account
designated by ISG and convey to ISG any other assets -- other
than the Liquidating Trust Assets, or any other asset as directed
by ISG, which assets may be abandoned without further Bankruptcy
Court order -- by delivering instruments of assignment and
conveyance reasonably satisfactory to ISG.

Likewise, in the event any Cash remains in the Trustee Expense
Fund after all the obligations imposed on the Trustee and the
Liquidating Trust pursuant to the Plan have been satisfied, the
Trustee will repay the Cash amounts to ISG by wire transfer of
immediately available funds to an account designated by ISG.

Except to the extent that ISG otherwise agrees, if the
Consideration Shares or the proceeds of its sale are not
distributed to the Trustee for the benefit of the holders of
Allowed General Unsecured Claims before July 1, 2004, or the
Confirmation Date does not occur before July 1, 2004, then on
that day, or on the effective date of an alternative Chapter 11
plan, as the case may be, the Debtors will:

    (a) pay $15,000,000 to ISG, by wire transfer of immediately
        available funds; or

    (b) deliver the Consideration Shares, or its sale proceeds to
        ISG.

                      Committee Supports Plan

After consultation with the Debtors, the Creditors' Committee
believes that the Plan provides the best recoveries possible for
the holders of claims against the Debtors.  Accordingly, the
Creditors' Committee "strongly recommends" that creditors to vote
to accept the Plan.

The Debtors will file supplements to the Liquidation Plan at
least 10 days before the Confirmation Hearing, but copies are
available upon request to Bankruptcy Services LLC, the Debtors'
voting agent at:

    If by overnight or hand delivery:

       Bankruptcy Services LLC
       757 Third Avenue
       New York, NY 10017
       Attn: Bethlehem Steel Balloting Ctr.

    If by standard mailing:

       Bankruptcy Services LLC
       P.O. Box 5295
       Grand Central Station
       New York, NY 10163-5295
       Attn: Bethlehem Steel Balloting Center

A full-text copy of Bethlehem Steel's Disclosure Statement is
available for free at:

http://www.sec.gov/Archives/edgar/data/11860/000090951803000502/mv7-30ex99_1
.txt

A full-text copy of Bethlehem Steel's Liquidating Plan is
available for free at:

http://www.sec.gov/Archives/edgar/data/11860/000090951803000502/mv7-30ex2_1.
txt
(Bethlehem Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


BIOSPECIFICS TECH: Continues Conditional Nasdaq SmallCap Listing
----------------------------------------------------------------
BioSpecifics Technologies Corp. (Nasdaq: BSTCE) has been notified
by The Nasdaq Stock Market that the Nasdaq Listing Qualifications
Panel has determined to continue the listing of the Company's
common stock on The Nasdaq SmallCap Market pursuant to the
following exception:

On or before August 14, 2003 and November 14, 2003, BioSpecifics
must file the Forms 10-QSB for the quarters ending June 30, 2003
and September 30, 2003, respectively with the Securities and
Exchange Commission and Nasdaq, evidencing continued compliance
with all requirements for continued listing on The Nasdaq SmallCap
Market.

The Panel reserved the right to terminate or otherwise modify the
terms of this exception subsequent to a review of BioSpecifics'
publicly filed financial statements.

Based upon BioSpecifics' current compliance with Nasdaq's filing
requirement, the Panel determined to eliminate the fifth character
"E" currently appended to BioSpecifics' trading symbol. Effective
with the open of business on Monday, August 4, 2003, BioSpecifics'
trading symbol will be changed from BSTCE to BSTC.

In order to fully comply with the terms of this exception,
BioSpecifics must be able to demonstrate compliance with all
requirements for continued listing on The Nasdaq SmallCap Market.
In the event BioSpecifics fails to comply with any of the terms of
this exception, its securities will be delisted from The Nasdaq
SmallCap Market. There can be no assurances that BioSpecifics will
be able to meet the requirements of the Nasdaq exception.

BioSpecifics Technologies Corp. is a biopharmaceutical company
with a focus on wound healing and tissue remodeling. It has
pioneered the application of Collagenase for several disease
conditions, notably dermal ulcers, pressure sores (bedsores), and
second and third degree burns. BioSpecifics produces Collagenase
ABC, the essential ingredient in the prescription drug Collagenase
Santylr Ointment sold in the United States, and under other
trademarks abroad. BioSpecifics is also developing an injectable
form of collagenase, which has been used in published clinical
trials for treatment of Dupuytren's disease, Peyronie's disease,
keloids, hypertrophic scars, and glaucoma. Phase 2 clinical trials
are completed in the U.S. for the use of injectable collagenase in
treating Dupuytren's disease, which restricts the extension of one
or more fingers. In addition, clinical trials investigating the
use of injectable collagenase in the treatment of lipoma reduction
have been initiated. Clinical and laboratory investigations
further profiling the potential role of collagenase and its
pharmacological activity for wound healing are being pursued.
Santyl(R) is a registered trademark of Abbott Laboratories (NYSE:
ABT).

Visit BioSpecifics' Web site at http://www.biospecifics.comits
Dupuytren's Disease patient discussion forum at
http://www.biospecifics.com/forum and its Peyronie's Disease
patient discussion forum at
http://www.biospecifics.com/forum/index2

As reported in Troubled Company Reporter's July 11, 2003 edition,
the Company announced that as of January 2003 it had limited cash
resources available to fund its operations. Biospecifics has been
able to fund its operations only because (1) the Company borrowed
$100,000 from an unaffiliated individual and an aggregate of
$500,000 on seven separate occasions from an individual who is a
principal of Bio Partners LP, a private investment group and
unrelated third party, (2) the Company received from Abbott
Laboratories, its major U.S. customer, in May 2003, early payment
of royalties earned from distribution of Santyl(R) ointment from a
supply that Biospecifics estimates will be depleted by July 30,
2003, (3) Biospecifics Chairman has deferred salary of
approximately $100,000 since February 1, 2003 and in February and
April repaid a total of $50,000 of the $1,025,309 principal amount
he and his affiliate owed to the Company as of January 31, 2003,
and (4) Biospecifics is deferring or making partial payments to
creditors.

On June 19, 2003, the Company entered into a financing transaction
with Bio Partners LP, a private investor group, under which the
Company sold to Bio Partners, in a private placement, I) a $1.575
million convertible note, issued at face value, and (II) 295,312
shares of Company common stock, issued at par value, or $.001 per
share.  The net proceeds to the Company were approximately
$890,000, after the payment of expenses and repayment of $500,000
previously advanced to the Company by a principal of Bio Partners.
Based on Biospecifics operating projections, the Company believes
these funds will enable it to continue operations to December 31,
2003.

The Company's projections assume that, among other things:

       -  The Company obtain FDA approval of its production
          facilities by August 2003;

       -  It is determined that the Company can sell its
          quarantine
          inventory (inventory produced at the renovated Curacao
          manufacturing facility, its primary manufacturing
          facility) in the United States;

       -  Its Chairman repays to the Company $325,000 of the
          amount he and his affiliate owe the Company by the end
          of July 2003.  Biospecifics Chairman has indicated that
          he intends to refinance the mortgage on Biospecifics
          administrative headquarters in Lynbrook, New York, which
          is owned by the affiliate of Biospecifics Chairman, and
          use the proceeds of the refinancing to repay this
          $325,000 to the Company; and

       -  The Company receives a tax refund of $425,000 in August
          2003.

There is no assurance that any of these events will occur.  If any
of the assumptions on which the Company projections are based do
not occur, the Company may not be able to fund its operations past
the next several months.  In addition, the Company cannot assure
that it will be able to obtain any additional financing on
acceptable terms, or at all.  The Company is also in negotiations
to license its injectable collagenase product under development
for up-front license fees and milestone payments.  The Company's
projections do not assume this transaction.


BONUS STORES: Seeks Court Nod to Pay Vendors' Prepetition Claims
----------------------------------------------------------------
Bonus Stores, Inc., is asking the U.S. Bankruptcy Court for the
District of Delaware for permission to pay the prepetition claims
of its critical freight carrier and service provider.

In the ordinary course of its business, the Debtor utilizes the
services of Allen Freight Services to ship, transport and deliver
the retail merchandise used in the Debtor's business operation to
and from its distribution center and stores. Without continuation
of the services of the Freight Carrier, the Debtor would face a
crippling interruption in the delivery and sale of its Retail
Merchandise, and a substantial disruption of the operation of the
stores.  The Freight Carrier is compensated based upon contractual
rates agreed between the Debtor and the Freight Carrier. The
Debtor estimates these charges not to exceed $150,000 in the
aggregate.

A.R. Williams, the Executive Vice President-Chief Financial
Officer of the Debtor says that the failure to pay the prepetition
claims of the Freight Carrier could severely undermine the
Debtor's rehabilitation efforts.  For one, refusal by the Freight
Carrier to continue to deliver Retail Merchandise to the Debtor's
stores could cripple its ability to operate and, even on a short
term basis, cause serious harm to its business operations.

Additionally, the Debtor has an existing agreement with Strategic
Outsourcing, Inc., a professional employment organization, which
performs critical employment related services as to all or
substantially all of the persons utilized by the Debtor in its
day-to-day business operations.

Strategic Outsourcing is responsible for supplying all of the
Debtor's store level, corporate and distribution personnel on a
contract, leased or assigned basis, as well as all of the payroll
and associated fringe and welfare benefits to each such
individual.

The Debtor believes that continued maintenance of the relationship
with Strategic Outsourcing pending a decision whether to assume or
reject the Strategic Outsourcing Agreement is necessary and
essential to the continued maintenance of the Debtor's business
operations. In the absence of such relationship, the Debtor would
be deprived of the services of the "assigned employees," the very
lifeblood of the Debtor's business.

Under the Agreement, the Debtor is obligated to fund payments to
Strategic Outsourcing in respect of the services it provided. The
Debtor typically funds Strategic Outsourcing related payments bi-
weekly in arrears, which payments customarily aggregate
approximately $1.25 million for each bi-weekly period. As of the
Petition Date, the Debtor estimates that the total amount
outstanding and owing to Strategic Outsourcing is $$650,000. In
addition, the Debtor will be obligated to fund Strategic
Outsourcing an additional $600,000 in the normal course for the
first postpetition week.

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


CABLETEL COMMS: Renegotiating Payment Terms of Promissory Note
--------------------------------------------------------------
Cabletel Communications Corp. (AMEX: TTV; TSE: TTV), the leading
distributor of broadband equipment to the Canadian television and
telecommunications industries, announced that, for its second
quarter ended June 30, 2003, it anticipated reporting lower
revenues of approximately CDN$9 million, compared to CDN$15
million reported in the same second quarter of 2002 and CDN$11
million for the first quarter of 2003. In addition, the Company
announced that for the quarter ended June 30, 2003, it anticipated
reporting an increased net loss and that it expects to take a
restructuring charge, the total amount of which has not yet been
determined. The Company attributed its lower revenues and
increased net loss to continued weakness in the cable and
satellite sector. The Company is due to release its second quarter
results on or about August 15, 2003.

In order to better position the Company to compete in the current
market, as announced at the Company's annual meeting held on
July 27, 2003. The Company has undertaken a restructuring plan to
seek to reduce operating costs and total indebtedness. The
restructuring plan is expected to include the following key
components:

- A reduction in the size of its workforce by approximately 25%.

- Explore the sale of non-core assets.

- A reduction of occupancy costs through the consolidation of its
  operation into fewer facilities.

- Efforts to renegotiate terms with key suppliers.

The Company has commenced these efforts and believes that, if
successful, they should result in cost savings and increased
working capital. However, no assurances can be given that the
restructuring plan can be successfully completed.

In particular, in connection with its restructuring plan, the
Company announced that it is in the process of seeking to
renegotiate the payment terms of its US $2.2 million senior
subordinated promissory note issued to one of its major suppliers.
As a result, it has obtained the consent of the payee to pay half
of each of the full US$120,000 installments due under the note on
each of May 31, June 30 and July 31, 2003. The promissory note,
which was issued in May 2002 as part of the conversion of US$2.2
million in outstanding payables owed by the Company to a major
supplier, bears interest at the rate of 12% per annum and called
for repayment in monthly installments of US$60,000 through April
2003 and US$120,000 thereafter through April 30, 2004. Because of
the continued weakness in the Canadian television and
telecommunication industries, the Company has been in discussions
with the payee of the note regarding a restructuring which would
reduce the monthly payments below the required US $120,000.

Although discussions with the payee have commenced, to date the
Company and the payee have not agreed upon the terms of a
restructuring. Unless an agreement is reached by August 15, 2003,
the Company will be required to pay the full US$120,000
installment due on August 31, 2003, plus the amount of the
Company's total underpayment of US$180,000 with respect to the
May 31, June 30 and July 31, 2003 installments. Unless an
agreement is reached, the Company does not expect to be in a
position to make those payments. If the Company is unable or
otherwise fails to make those payments in full it would constitute
a default of the terms of the note, which is unsecured and
subordinated to the rights of the senior bank lenders under the
Company's senior credit facility. The Company has been
coordinating its efforts to renegotiate the terms of the note with
its senior bank lenders, who have been supportive of the Company
in that regard. While the Company remains hopeful that it can
conclude a renegotiation of the payment terms of note on terms
mutually satisfactory to the Company, the payee and the bank, no
assurances can be given that such agreement can be reached. If no
agreement is reached, the Company may not be in a position to make
all of the required payments, an event that could permit the payee
to call an event of default under the note and have a material
adverse impact on the Company and its business.

Greg Walling, President of Cabletel, stated that: "The Company is
experiencing some of its most difficult challenges in its 30 year
history. Our primary customer base, the Canadian cable industry,
continues to reduce its spending levels, which has seriously
hampered our current sales levels. Further, in light of the
ongoing troubles of major players in the US and the continued
weakness of the telecom sector, our suppliers have implemented
aggressive collection and credit policies. This has created cash
flow issues for the Company. However, while the current
environment is causing serious short-term difficulties, the
Company's market share in its traditional markets has actual grown
and we remain optimistic that, through our restructuring plan, we
will be successful in protecting the Company's market position and
better position it to prosper."

Cabletel Communications offers a wide variety of products to the
Canadian television and telecommunications industries required to
construct, build, maintain and upgrade systems. The Company's
engineering division offers technical advice and integration
support to customers. Stirling Connectors, Cabletel's
manufacturing division supplies national and international clients
with proprietary products for deployment in cable, DBS and other
wireless distribution systems. More information about Cabletel can
be found at http://www.cabletelgroup.com


CALPINE CORP: Commences Note Offering to Refinance CCFC I Debt
--------------------------------------------------------------
Calpine Corporation (NYSE: CPN), a leading North American power
company, announced that its wholly owned subsidiary Calpine
Construction Finance Company, L.P. (CCFC I) intends to commence an
offering of up to $750 million of term loans and secured notes.
The offering will include approximately $300 million of First
Priority Secured Institutional Term Loans Due 2009 and
approximately $450 million of Second Priority Secured Floating
Rate Notes Due 2011. The final principal amounts will be
determined by market conditions. The noteholders' recourse will be
limited to CCFC I's seven natural gas-fired electric generating
facilities located in various power markets in the United States.

The company intends to use the net proceeds from the offering to
refinance a portion of CCFC I's existing indebtedness, which
matures in November 2003. The remaining balance of CCFC I will be
repaid from cash on hand. Current outstanding indebtedness,
including letters of credit under the CCFC I credit facility, is
approximately $910 million.

The First Priority Secured Institutional Term Loans Due 2009 will
be placed in the institutional term loan market. The Second
Priority Secured Floating Rate Notes Due 2011 will be offered in a
private placement under Rule 144A, have not been and will not be
registered under the Securities Act of 1933, and may not be
offered in the United States absent registration or an applicable
exemption from registration requirements.

                        *   *   *

As previously reported, Standard & Poor's Ratings Services
assigned its 'B' rating to Calpine Corp.'s $3.3 billion second-
priority senior debt. The $3.3 billion includes: a $750 million
term loan due 2007, $500 million floating rates notes due 2007,
$1.15 billion 8.5% secured notes due 2010, and $900 million
secured notes due 2013.

The notes carry the same rating as other Calpine senior secured
debt and are rated two notches higher than the 'CCC+' rated senior
unsecured debt.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on Calpine, its 'B' rating on Calpine's secured
debt, its 'CCC+' rating on Calpine's senior unsecured bonds, and
its 'CCC' rating on Calpine's preferred stock. The 'BB-' rating on
the existing $950 million secured term loan and the $950 million
secured revolver are withdrawn, as this debt was refinanced with
the proceeds of the recent $3.8 billion financing.


CINCINNATI BELL: Commences Exchange Offers for BRCOM Preferreds
---------------------------------------------------------------
Cincinnati Bell Inc. (NYSE:CBB) launched Friday two exchange
offers.

Cincinnati Bell will offer to exchange shares of its common stock
for all of the outstanding shares of 12-1/2% Series B Junior
Exchangeable Preferred Stock of its BRCOM Inc. (f/k/a Broadwing
Communications Inc.) subsidiary. It will also offer to exchange
shares of its common stock for the entire outstanding aggregate
principal amount of 9% Senior Subordinated Notes due 2008 of
BRCOM.

Holders of BRCOM Preferred Stock will receive 35.8 shares of
Cincinnati Bell common stock for each outstanding share of BRCOM
Preferred Stock validly tendered. If all of the outstanding shares
of BRCOM Preferred Stock are tendered, the company will issue
14,148,518 new shares of its common stock. Concurrently with the
preferred stock exchange offer, Cincinnati Bell is also soliciting
consents from holders to amend the certificate of designation
under which the shares were issued to eliminate all voting rights
and restrictive covenants. The preferred stock exchange offer is
conditioned upon, among other things, the receipt of valid tenders
and consents from holders of not less than 66-2/3% of the
outstanding BRCOM Preferred Stock. As of July 30, 2003, holders of
shares representing approximately 72.9% of BRCOM Preferred Stock
have already agreed with Cincinnati Bell to tender their shares
and give their consents.

If the preferred stock exchange offer and consent solicitation are
completed, Cincinnati Bell will effect a merger of a newly-formed
wholly owned subsidiary into BRCOM, in which any remaining shares
of BRCOM Preferred Stock not tendered will be converted into the
same number of shares of Cincinnati Bell common stock that the
holders would have received if they tendered their shares in the
exchange offer, unless the holders properly perfect appraisal
rights under Delaware law.

Holders of BRCOM 9% Notes will receive 241.06 shares of Cincinnati
Bell common stock for each outstanding $1,000 aggregate principal
amount of BRCOM 9% Notes validly tendered. If the entire
outstanding aggregate principal amount of BRCOM 9% Notes are
tendered, the company will issue 11,076,707 new shares of its
common stock. Concurrently with the debt exchange offer,
Cincinnati Bell is also soliciting consents from holders to amend
the indenture under which the notes were issued to eliminate all
restrictive covenants. The debt exchange offer is conditioned
upon, among other things, the receipt of valid tenders from
holders of not less than 95% of the outstanding BRCOM 9% Notes. As
of July 30, 2003, holders of notes representing approximately
94.0% of the outstanding aggregate principal amount of BRCOM 9%
Notes have already agreed with Cincinnati Bell to tender their
notes.

Both the preferred stock and debt exchange offers will expire at
5:00 p.m., New York City time, on Friday, August 29, 2003, unless
extended. The terms and conditions of the exchange offers, and
other important information, are contained in each of the
company's Prospectus and Solicitation Statement for the preferred
stock exchange offer and the debt exchange offer, both dated July
31, 2003. The dealer manager and solicitation agent for both
exchange offers is Lehman Brothers Inc. Holders of BRCOM Preferred
Stock or BRCOM 9% Notes may request additional copies of the
Prospectus and Solicitation Statements, the related Letters of
Transmittal by contacting Lehman Brothers at (800) 438-3242.
Holders may also get copies of the Prospectus and Solicitation
Statements at the Securities and Exchange Commissions' internet
Web site at http://www.sec.gov

Cincinnati Bell Inc. (NYSE:CBB) is parent to 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.


CINEMARK USA: Intends to Amend Senior Secured Credit Facility
-------------------------------------------------------------
Cinemark USA, Inc., one of the leaders in the motion picture
exhibition industry, is seeking certain amendments to its senior
secured credit facility from its lenders to provide a $165 million
term loan with a term expiring on March 31, 2008 subject to
extensions permitted in the senior credit facility.

The net proceeds of the term loan and additional borrowings under
the revolving facility will be used to (i) repay $125 million of
term loans currently incurred under the Company's senior secured
credit facility and (ii) redeem the approximately $42 million of
the Company's 9-5/8% Senior Subordinated Notes due 2008 which
remain outstanding. The effectiveness of the amendments is subject
to the requisite consent of the lenders and the prepayment of
approximately $125 million under the existing term loan. The
Company intends to issue a redemption notice for the approximately
$42 million of its 9-5/8% Senior Subordinated Notes which remain
outstanding upon the effectiveness of the amendments.

Cinemark USA, Inc. continues to be a leader in the development of
stadium seating multiplex theatres. As of June 30, 2003, the
Company's aggregate screen count is 3,044 with operations in the
United States, Canada, Mexico, Argentina, Brazil, Chile, Ecuador,
Peru, Honduras, El Salvador, Nicaragua, Costa Rica, Panama,
Colombia and the United Kingdom.

The Company, headquartered in Plano, TX, has a Web site at
http://www.cinemark.comwhere customers can view showtimes and
purchase tickets over the internet.

As reported in Troubled Company Reporter's May 7, 2003 edition,
Moody's Investors confirmed the ratings for Cinemark USA, Inc.,
and assigned a B3 rating to the company's $210 million follow-on
offering of 9% senior subordinated notes.

                    Affected Ratings

  * $75 million Gtd Senior Secured Revolver due 2007 - Ba3

  * $125 million Gtd Senior Secured Term Loan due 2008 - Ba3

  * $360 ($150 originally plus $210 follow-on) million of 9% Gtd
    Senior Subordinated Notes due 2013 - B3

  * $200 million of 9-5/8% Gtd Senior Subordinated Notes due
    2008 - B3 (a portion of which will be redeemed)

  * $75 million of 9-5/8% Gtd Sr Sub Notes due 2008 - B3 (a
    portion of which will be redeemed)

  * Senior Implied Rating - B1

  * Senior Unsecured Issuer Rating - B2

Outlook is stable.


COLUMBIA LABORATORIES: Holding Q2 Conference Call on Thursday
-------------------------------------------------------------
Columbia Laboratories (Amex: COB) will be holding a conference
call on August 7, 2003 at 8:30 AM EDT to discuss second quarter
2003 earnings results. Fred Wilkinson, Columbia's chairman,
president and chief executive officer, and David Weinberg,
Columbia's Chief Financial Officer, will be available for
questions regarding the subject. Questions can only be asked
through dial-in.

The U.S./Canada dial-in number is 800-387-5428. The international
dial-in number is (706) 634-1328. The conference ID number is
2114756.  A recording of the conference call will be available two
hours after completion, and will be available until August 14,
2003 at 11:59 PM EDT at 800-642-1687 (U.S.) and 706-645-9291
(International).

The call will be webcast on the Columbia Laboratories Web site,
and will be available until September 6, 2003 at 11:59 PM EDT at
http://www.columbialabs.com

Columbia Laboratories, Inc. -- whose March 31, 2003 balance sheet
shows a total shareholders' equity deficit of about $13 million --
is a U.S.-based international pharmaceutical company dedicated to
the development and commercialization of women's health care and
endocrinology products, including those intended to treat
infertility, dysmenorrhea, endometriosis and hormonal
deficiencies. Columbia is also developing hormonal products for
men and a buccal delivery system for peptides. Columbia's products
primarily utilize the company's patented Bioadhesive Delivery
System (BDS) technology. For more information, please visit
http://www.columbialabs.com


COM21 INC: Hearing on Proposed Asset Sale to Convene on Thursday
----------------------------------------------------------------
Com21, Inc. (OTC Bulletin Board: CMTO), announced that a hearing
has been set for August 7, 2003, at 1:30 p.m., to obtain approval
from the US Bankruptcy Court (Northern District of California, San
Jose Division) for Com21's proposed sale of certain key assets
including the DOCSIS CMTS product line and Com21's Irish
subsidiary to ARRIS International.

The proposal is subject to overbid. Any party wishing to bid for
the Company's assets must submit its proposal to Com21 not later
than today. To obtain information on the requirements for bidding,
contact either of the following:

               David S. Caplan Ralph Marimon
               Brooks & Raub, Chief Financial Officer
               A Professional Corporation, Com21, Inc.
               650-321-1400 408-544-1979
               650-321-1450 - facsimile 408-953-9799 - facsimile
               dcaplan@reorglaw.com rmarimon@com21.com

The proposed sale price is $2,796,000. Although the ultimate sale
price may be higher, Com21 announced that it is highly unlikely
that sufficient proceeds will be received to pay the approximately
$25,000,000 in creditor claims and that Com21 believes that its
outstanding stock is without value.

Com21 also announced that the bankruptcy court has ordered that
shareholders will not receive individualized notice of the
commencement of its Chapter 11 case [Case No. 03-54533 MM].
Shareholders who desire to file proofs of their shareholder
interests must file those proofs with the bankruptcy court not
later than November 12, 2003. Proof of interest forms (including
filing instructions) may be obtained from the bankruptcy court's
Web site at http://www.canb.uscourts.gov


CONTINENTAL AIRLINES: Flies 6BB Revenue Passenger Miles in July
---------------------------------------------------------------
Continental Airlines (NYSE: CAL) reported an all-time record
systemwide mainline load factor of 84.5 percent for July 2003, 5.0
points above last year's July load factor and 3.5 points above the
previous record set in June 2003.  In July 2003, the airline had
an all-time record domestic mainline load factor of 85.7 percent,
6.5 points above July 2002 and 3.9 points above the previous
record set in June 2003, and an international mainline load factor
of 82.5 percent, 2.6 points above July 2002.

During the month, Continental recorded a U.S. Department of
Transportation on-time arrival rate of 80.4 percent and a
systemwide completion factor of 99.8 percent for its mainline
operations.  In the final five days of the month, Continental
maintained an on-time arrival rate of 90.3 percent with an average
load factor of 85.5 percent and no flight cancellations.  In
total, the airline operated 13 days without a single flight
cancellation, including the day when hurricane Claudette passed
within 90 miles of Continental's Houston hub at Bush
Intercontinental Airport.

In July 2003, Continental flew 6.0 billion mainline revenue
passenger miles (RPMs) and 7.1 billion mainline available seat
miles (ASMs) systemwide, resulting in a traffic increase of 5.6
percent and a capacity decrease of 0.7 percent as compared to July
2002.  Domestic mainline traffic was 3.7 billion RPMs in July
2003, up 9.3 percent from July 2002, and July 2003 domestic
mainline capacity was 4.3 billion ASMs, up 1.0 percent from July
2002.

Systemwide July 2003 mainline passenger revenue per available seat
mile (RASM) is estimated to have increased between 4 and 6 percent
compared to July 2002.  For June 2003, RASM increased 0.4 percent
as compared to June 2002.

Continental's regional operations (Continental Express) set an all
time load factor record of 74.4 percent in July 2003, 7.0 points
above last year's July load factor and 0.9 points above the
previous record set last month. Regional RPMs were 585.5 million
and regional ASMs were 787.2 million in July 2003, resulting in a
traffic increase of 61.4 percent and a capacity increase of 46.2
percent versus July 2002.

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

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

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

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


CSK AUTO: Hal Smith Steps Down as SVP of Marketing/Merchandising
----------------------------------------------------------------
CSK Auto Corp. (NYSE: CAO) announced that Hal Smith, senior vice
president of merchandising and marketing, has resigned from the
company to pursue other opportunities.

CSK Auto Corp. (S&P, B+ Corporate Credit Rating, Stable) is the
parent company of CSK Auto Inc., a specialty retailer in the
automotive aftermarket. As of May 4, 2003, the company operated
1,108 stores in 19 states under the brand names Checker Auto
Parts, Schuck's Auto Supply and Kragen Auto Parts.


DELTA AIR LINES: Names Paul Graves VP Global Diversity Affairs
--------------------------------------------------------------
Delta Air Lines (NYSE: DAL) has appointed Paul Graves to the
position of vice president - Global Diversity and Community
Affairs.  This newly-combined organization will use the strengths
and resources of both Delta's Global Diversity and Community
Affairs groups to meet the needs of the airline's diverse
workforce and community partnerships.

Graves has served as Delta's vice president of Global Diversity
since August 2002.  Over the past year, his responsibilities
included continuing and expanding the company's diversity efforts
and partnering with its Community Affairs organization to increase
Delta's presence in the communities where Delta customers and
employees live.

In his new role, Graves will take the lead in community affairs
initiatives and volunteer efforts to provide contributions to
programs of nonprofit organizations that support Delta's focus
areas of supporting youth wellness, leadership development and
cultural diversity programs.  Over the last decade, Delta's
community affairs efforts have provided more than $30 million in
Delta Air Lines Foundation gifts, corporate contributions and in-
kind donations, as well as countless hours of employee support in
the community.

Graves joined Delta in November 2000 as the Human Resources
director for the In-Flight Service division.  Before joining
Delta, he served as group vice president and director of Human
Resources for Africa and the Middle East for The Coca-Cola
Company, providing strategic human resources leadership for 68
countries in Africa and the Middle East.

"As a company, we have made significant strides in the area of
global diversity," said Delta Chairman and CEO Leo F. Mullin.  "I
am confident that, as we integrate our global diversity and
community affairs efforts, we can maximize our effectiveness in
the communities in which we live and work, and with Delta
employees worldwide."

Graves earned a bachelor's degree in Business Administration from
Alabama A&M University.  He and his wife, Sandy, live in
Woodstock, GA.

Delta Air Lines (S&P/BB-/Negative), the world's second largest
airline in terms of passengers carried and the leading U.S.
carrier across the Atlantic, offers 5,813 flights each day to 447
destinations in 81 countries on Delta, Song, Delta Express, Delta
Shuttle, Delta Connection and Delta's worldwide partners.  Delta
is a founding member of SkyTeam, a global airline alliance that
provides customers with extensive worldwide destinations, flights
and services.  For more information, please go to
http://www.delta.com


DETROIT MEDICAL: Fitch Affirms B Rating on $569 Mil. of Bonds
-------------------------------------------------------------
Fitch Ratings affirms the 'B' rating on approximately $569.1
million outstanding revenue bonds of Detroit Medical Center. In
addition, the bonds are removed from Rating Watch Evolving. The
Rating Outlook is Stable.  For the 1993B and the 1997A bonds, the
action pertains to the unenhanced rating, since the bonds are
insured by Ambac Assurance Corp., whose insurer financial strength
is rated 'AAA' by Fitch.

Subsequent to Fitch's latest rating actions of July 2, 2003, in
which Fitch lowered its rating to 'B' from 'BB+' and placed the
bonds on Rating Watch Evolving, DMC announced an agreement with
the state, Wayne County, and the city of Detroit, in which a
maximum of $50 million of public funds will be made available to
DMC over a 10-month period to cover operating shortfalls at
Detroit Receiving Hospital and University Health Center and Hutzel
Hospital, which comprise about 50% of DMC's current operating
losses. The 10-month period of funding is to begin in August (with
funds arriving in October) and conclude in May. In return for the
public assistance, DMC can not close DRH or Hutzel during the 10-
month period, as DMC management planned to do before the
agreement. A temporary oversight committee consisting of two
representatives appointed by the Governor, two appointed by the
Wayne County Executive, and two appointed by the mayor will have
power to approve the monthly requests of the public funds.

Fitch believes the $50 million public subsidy over ten months
provides DMC with some relief and keeps DRH and Hutzel operational
as a public task force debates the future of the two hospitals,
including the concept of a public hospital authority that may or
may not own and manage the hospitals. In Fitch's view, the
additional funds that will be available to DMC do not materially
change the creditworthiness of the organization enough to warrant
a rating change. Although it appears likely that some form of
permanent public funding of the two hospitals will occur, its form
and composition remain uncertain. Fitch views the departure of two
members of executive management, the chief financial officer and
the president of Sinai-Grace Hospital, negatively. In addition, as
a condition to receive the $50 million public subsidy, DMC agreed
to review its board structure to ensure that all board members do
not have any conflicts of interest. A new board chairman was
elected recently as part of this effort; however management does
not believe that the current board structure will change
materially as part of this initiative.

Through six months (June 30) of 2003, DMC lost $59.6 million for
an excess margin of negative 7.5%. Maximum annual debt service
coverage of EBITDA through the six-month period was 0.3 times (x),
debt to EBITDA was an extraordinarily high 46.6x, and its average
age of plant was 12.1 years. Liquidity levels are very thin, with
30 days cash on hand and 20% cash to debt as of June 30, 2003.

DMC operates nine hospitals, seven of which serve the metropolitan
Detroit area. DMC is the largest health care provider in the
Detroit market, with 11,973 full-time equivalent employees and
about $1.6 billion in annual revenues. DMC does not covenant to
provide quarterly disclosure to bondholders, as was standard
during DMC's last bond offering in 1998. However, DMC proactively
provides monthly financial statements to bondholders and other
interested parties requesting to be on its distribution list.

Affected issues:

-- $108,650,000 Michigan State Hospital Finance Authority, revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1998A;

-- $174,460,000 Michigan State Hospital Finance Authority, revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1997A;

-- $42,615,000 Michigan State Hospital Finance Authority, revenue
   and refunding bonds (Sinai Hospital of Greater Detroit), series
   1995;

-- $131,445,000 Michigan State Hospital Finance Authority, revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1993B;

-- $109,320,000 Michigan State Hospital Finance Authority, revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1993A;

-- $2,575,000 Michigan State Hospital Finance Authority, revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1988A and 1988B.


DOANE PET CARE: Lowered Ratings Reflect Weak Ops. Performance
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on pet food manufacturer Doane Pet
Care Co. to 'B' from 'B+'.

Standard & Poor's also lowered the senior unsecured and
subordinated debt ratings on Doane to 'CCC+' from 'B-'.

The outlook is stable.

Total debt outstanding at June 28, 2003, was about $570 million.

"The downgrade reflects Doane's weaker-than-expected operating
performance, which has resulted in credit measures that are below
Standard & Poor's expectations," said credit analyst Jean C.
Stout. "In addition, Standard & Poor's anticipates that Doane's
2003 financial results will remain weak given the company's
limited pricing flexibility and the volatility of its raw material
costs, which, together with packaging costs, represent about 75%
of cost of goods sold."

The ratings continue to reflect Brentwood, Tennessee-based Doane's
heavy debt burden stemming from its LBO and aggressive acquisition
strategy, its narrow business focus, and participation within a
highly competitive industry. These factors are somewhat mitigated
by the company's strong business position in the stable but mature
pet food industry.

Doane competes principally in the domestic dry pet food segment
with about a 24% market share by volume. It is also the largest
manufacturer of private label pet food in the U.S. The
approximately $12 billion domestic pet food industry is relatively
stable and mature and has exhibited unit growth in the low single-
digits for the past few years. The dry pet food segment represents
more than half of the U.S. market and is growing faster than moist
products due to quality and taste improvements, as well as
convenience of use. In 2002, private label pet food sales
represented approximately 30% of industry sales.

Doane manufactures products for about 600 customers worldwide;
however, customer concentration is a concern, as retailer Wal-Mart
Inc./Sam's Club represented about 44% of the company's 2002 sales.
While Doane's relationship with Wal-Mart is longstanding, and Wal-
Mart's Ol'Roy brand, manufactured primarily by Doane, is the best-
selling dog food in America by volume, pricing flexibility is
extremely limited. Nonetheless, Doane's significant distribution
network spans the country, resulting in competitive transportation
costs and better inventory management for its customers. This
level of service is especially important to the mass merchandisers
and large national grocery chains, which are continually striving
to optimize their inventory efficiency.


DVI INC: Misses Interest Payment on 9-7/8% Senior Notes due 2004
----------------------------------------------------------------
DVI, Inc. (NYSE:DVI) did not make the scheduled interest payment
due Friday on its 9-7/8% Senior Notes due 2004. Under the terms of
the Indenture governing the notes, the failure to make the
interest payment may be cured by DVI within 30 days.

DVI's inability to make the interest payment due on the notes is a
result of the severe liquidity constraints DVI is currently
facing. DVI's liquidity began to tighten as certain of its lenders
reduced advance rates following the announcement of credit rating
downgrades. DVI's liquidity problems were further exacerbated as
the result of a shortfall in the amount of qualifying collateral
supporting its borrowings under its principal bank lending
facility. The shortfall has triggered a default under the
facility. DVI is currently in discussions with its bank lenders to
resolve these issues.

DVI intends to consider all alternatives available to it to secure
funds to make the interest payment due on the notes and improve
its liquidity. DVI and its financial advisors had already
commenced discussions with various prospective lenders and other
sources of funding and has received several proposals for both
short term and long term solutions. However, there are several
conditions that must be met to conclude these transactions,
including completion of due diligence and negotiation of mutually
acceptable documentation. No assurances can be provided that any
of the transactions contemplated will be consummated in the next
30 days or at all. Even if DVI is able to complete a limited short
term financing transaction of the type discussed with certain
potential lenders, it will face significant future challenges,
including the need to refinance or re-negotiate various credit
agreements.

The failure of DVI to obtain additional funding or resolve the
defaults with respect to its bank lending facilities and notes
could have a serious adverse effect on DVI's business and on the
value of DVI's debt and equity securities.

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


DVI INC: S&P Drops Counterparty and Senior Unsecured Rating to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and senior unsecured debt ratings on Jamison, Pa.-based DVI Inc.,
to 'D' from 'CCC-' and removed them from CreditWatch, where they
were placed on July 17, 2003.

"The rating action follows DVI's announcement stating that the
company will not make the Aug. 1, 2003 interest payment on its
9-7/8% senior notes due in 2004," said credit analyst Steven
Picarillo.


DVI INC: Fitch Further Junks Senior Unsecured Debt to C from CCC
----------------------------------------------------------------
Fitch Ratings lowers DVI, Inc.'s senior unsecured debt rating to
'C' from 'CCC'. The rating remains on Rating Watch Negative. This
action covers $155 million of debt due in February 2004.
The rating action follows DVI's announcement of its failure to
make an interest payment due on Aug. 1, 2003. The company has a
cure period of 30 days to make the payment.

Headquartered in Jamison, Pennsylvania, DVI is an independent,
specialty commercial finance company providing asset-based lending
to the health care industry. DVI's core business is financing
large- and medium-ticket diagnostic and surgical equipment for
outpatient centers, clinics, and doctors groups in the United
States. DVI also provides working capital financing for medical
receivables through its DVI Business Credit subsidiary.


DYNEGY HOLDINGS: S&P Assigns Junk and Low-B Debt Ratings
--------------------------------------------------------
Fitch Ratings has assigned a 'B' rating to Dynegy Holdings Inc.'s
$700 million 10.125% second priority senior secured notes due
2013, $520 million 9.875% second priority senior secured notes due
2010, and $225 million floating rate second priority senior
secured notes due 2008 priced at Libor plus 6.50%. Fitch has also
assigned a 'CCC+' rating to Dynegy Inc.'s $175 million 4.75%
convertible subordinated debentures due 2023. DYN's convertible
debentures are guaranteed on a senior unsecured basis by DYNH. The
DYNH Notes and the DYN convertible debentures are being sold
through private placement. In addition, DYNH's outstanding $360
million Term B loan is upgraded to 'B+' from 'B' as a result of
improved collateral coverage following application of the Note
proceeds. The Rating Outlook for the DYN and its affiliates is
changed to Positive from Stable.

The new financings are part of a series of related transactions
that include the repurchase of near-term debt maturities,
reduction of outstanding secured bank debt, and restructuring of
its ChevronTexaco preferred stock. As a result of these
transactions, refinancing risk is lessened and operating
flexibility is improved. Specifically, debt proceeds and cash on
hand will be used to repay the $200 million Term A loan and a
portion of the Term B loan under DYNH's secured credit facility,
repay the $696 million Black Thunder credit facility secured by
Midwest electric generation assets, repurchase through a tender
offer more than 90% of DYNH $650 million senior unsecured notes
maturing in 2005 and 2006, and make a $225 million cash payment to
CVX under its preferred stock restructuring. Bank lenders will
benefit from the refinancings by now having a first lien on the
Black Thunder assets.

The Notes' 'B' rating reflects Fitch's current assessment of the
company's overall credit profile, the Notes' ranking in DYNH's
capital structure, and the expected recovery for holders of the
Notes in a bankruptcy based on Fitch's valuation of DYN's
collateral. The Notes are guaranteed on a second secured basis by
DYN and each of DYN's domestic subsidiaries that guarantee
borrowings under the DYNH credit facility. In addition, DYNH's
obligations under the Notes and its guarantor's obligations under
the guarantees are secured on a second priority basis by
substantially the same collateral that secures DYNH's credit
facility, including the assets of DYNH and that of its guarantors
and a pledge of stock of DYNH and its domestic subsidiaries as
well as Illinova. The Notes will effectively rank junior to DYNH's
'B+' rated secured $1.1 billion revolving credit agreement and
$360 million Term B loan and also to about $1.1 billion of secured
project debt.

The Positive Outlook recognizes the company's improved operating
and financial flexibility. The restructuring of the CVX preferred
stock also resolves a significant uncertainty surrounding its
November 2003 maturity at terms that are reasonable given the
circumstances. CVX has agreed to exchange its $1.5 billion
preferred stock for $225 million in cash, $225 million in DYN
subordinated notes, and $400 million in DYN convertible preferred
stock. DYN's reported liquidity at July 21, 2003, was $1.7
billion, which continues to be adequate over the near term.
Moreover, the company's debt maturity schedule will be lengthened
with the tendering of the 2005 and 2006 notes.

Current rating levels recognize several ongoing concerns
including, the significant cash drain from five remaining
wholesale tolling agreements and the difficulty of terminating the
agreements, the practical limits of materially reducing debt
levels through cash from operations, and the negative overhang
from ongoing government investigations and litigation. Cash flows
from core operations remain weak relative to its high debt burden
and any financial recovery should be gradual. On a consolidated
basis, DYN has about $7.0 billion of debt obligations not counting
the new $400 million CVX convertible preferred stock and payment
obligations under its remaining tolling agreements with a net
present value of about $1.4 billion. While recent efforts to
eliminate third-party marketing and trading activities has helped
ease collateral requirements and improve liquidity, the company
must continue to provide substantial amounts of collateral to
support its generation and midstream operations. Total collateral
posted at July 21, 2003, including cash and letters of credit was
approximately $725 million.

Ratings are listed below:

   DYN

     -- Indicative senior unsecured debt 'CCC+';
     -- Convertible debentures 'CCC+'.

   DYNH

     -- Secured revolving credit facility and term A loan 'B+';
     -- Secured term B loan 'B+';
     -- Second priority secured notes 'B';
     -- Senior unsecured debt 'CCC+'.

   Dynegy Capital Trust I

     -- Trust preferred stock 'CC'.

   Illinois Power Co.

     -- Senior secured debt and pollution control bonds 'B';
     -- Indicative senior unsecured debt 'CCC+';
     -- Preferred stock 'CC'.

   Illinova Corp.

     -- Senior unsecured debt 'CCC+'.


DYNEGY INC: Prices $1.45 Billion Senior Secured Notes Offering
--------------------------------------------------------------
Dynegy Inc. (NYSE:DYN) has priced $1.45 billion of second priority
senior secured notes.

The senior secured offering includes $225 million of second
priority senior secured floating rate notes due 2008, $525 million
of 9.875% second priority senior secured notes due 2010 with a
yield to maturity of 10.0% and $700 million of 10.125% second
priority senior secured notes due 2013 with a yield to maturity of
10.25%, all to be issued by Dynegy Holdings Inc. The floating rate
notes were priced at LIBOR plus 650 basis points and, along with
the other series of second priority senior secured notes, will be
secured on a second priority basis by substantially the same
collateral that secures the obligations under Dynegy Holdings'
recently restructured credit facilities, which consist of a
substantial portion of the available assets and stock of Dynegy's
direct and indirect subsidiaries, excluding its regulated energy
delivery business, Illinois Power.

In addition, the second priority senior secured notes will be
guaranteed by the guarantors under Dynegy Holdings' existing bank
credit facility. The second priority senior secured notes offering
is conditioned on, among other things, the effectiveness of the
previously announced credit facility amendment. This offering and
the convertible subordinated debenture offering, announced earlier
in the day on Aug. 1, are expected to close on or about Aug. 11.

In connection with its refinancing and restructuring plan, Dynegy
recently announced the execution of a Series B Exchange Agreement
with Chevron U.S.A. Inc., a subsidiary of ChevronTexaco
Corporation. The Series B exchange remains subject to various
conditions, including the consummation of the private placement
offerings and receipt of applicable regulatory and other
approvals. Dynegy intends to use all of the proceeds from the
private placement offerings, together with existing cash on hand,
to make the initial $225 million cash payment to ChevronTexaco
pursuant to the Series B exchange as well as to repay outstanding
indebtedness, including notes purchased in the previously
announced tender offer and consent solicitation, certain
indebtedness outstanding under the credit facilities, amounts
outstanding under the secured financing tied to its Midwest
generation assets, and certain transaction fees and related
expenses.

The second priority senior secured notes will not be registered
under the Securities Act of 1933, or any state securities laws.
Therefore, the second priority senior secured notes may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act of 1933 and any applicable state securities laws.

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


ENRON CORP: ENA Wants Go-Signal to Sell BT Exploration for $21MM
----------------------------------------------------------------
Bonne Terre Exploration Company, L.L.C., a non-debtor Delaware
limited liability company, was formed in 1998 as a joint venture
between Enron and certain of its affiliates, to the extent of
62.5% of the membership interests, and BT Management -- a
subsidiary of Samuel Gary, Jr. and Associates, Inc., to the
extent of 37.5% of the membership interests.  BT Management is
the managing member of BTEC.

On November 6, 2000, Enron and certain of its affiliates formed
BT Exploration by transferring their 62.5% membership interest in
BTEC and their interest in certain of BTEC's assets to BT
Exploration, in exchange for 100% of the membership interests in
BT Exploration.

BT Resources LLC owns 100% of the issued and outstanding
membership interests in BT Exploration.  The equity interests in
BTR are held by its two members:

    (i) Joint Energy Development Investments II Limited
        Partnership, a Delaware limited partnership to the extent
        of 75% of the issued and outstanding membership interests,
        and

   (ii) ECTMI Trutta Holdings LP -- Holding I, a Delaware limited
        partnership, to the extent of 25% of the issued and
        outstanding membership interests in BTR.

JEDI II, a non-debtor, has three partners.  The general partner
is Enron Capital Management II Limited Partnership, an indirect
wholly owned limited partnership of ENA.  JEDI II's two limited
partners are Enron Capital Management III LP, an indirect, wholly
owned limited partnership of ENA, and the California Public
Employees' Retirement System, a unit of the State & Consumer
Services Agency of the State of California.  Through its limited
partnerships, ENA holds a 50% interest in JEDI II.  CalPERS holds
the remaining 50% interest.

                      The Bonne Terre Business

BTEC was formed principally for the purpose of exploring for and
developing oil and gas in Cameron Parish, Louisiana, in an area
referred to as the Black Bayou Project Area.  The Black Bayou
Project Area comprises a large acreage position, consisting
largely of marshland, in which BTEC, BT Management and Nexus
Resources, Inc. own certain mineral interests, which include
leasehold interests under mineral leases from third party
landowners as well as fee simple and mineral servitude interests.
BT Exploration has rights to a share of these mineral interests
pursuant to various agreements, but does not own any mineral
interests of record.

According to Martin A. Sosland, Esq., at Weil, Gotshal & Manges
LLP, in New York, a portion of the Black Bayou Project Area
mineral interests were originally acquired pursuant to an
exploration agreement with Chevron/Texaco that continues to
govern operations in the Black Bayou Project Area.  BTEC's
mineral interests are also subject to an Amended and Restated
Black Bayou Joint Exploration Agreement, entered into among BTEC,
BT Exploration, BT Management and Nexus. In addition to these two
agreements governing the activities of the owners of mineral
interests in the Black Bayou Project Area, BTEC's mineral
leasehold interests are subject to the terms and provisions of
the mineral leases creating the interests, as well as the several
operating agreements among Samuel Gary, Jr. and Associates, Inc.,
BTEC, BT Exploration, BT Management and Nexus pursuant to which
SGA agrees to serve as operator and to perform the exploration
and development operations in the Black Bayou Project Area.

According to Mr. Sosland, BTEC's dissolution and liquidation
commenced in 2000, but has not been completed.  BT Exploration
and BT Management entered into an agreement to provide for
the winding-up of the business of BTEC and the orderly
distribution of its assets to the members, BT Exploration and BT
Management.  At the time the actual distribution of BTEC's assets
was commenced, BT Exploration determined that it would not
participate in certain operations proposed in the Black Bayou
Project Area, with the result that its share of BTEC mineral
interests in these portions of, or prospect areas within, the
Black Bayou Project Area were assigned to BT Management, subject
to farmout agreements among BTEC, BT Exploration, BT Management
and SGA affording BT Exploration the right to reacquire rights in
the assigned mineral interests upon the occurrence of delineated
events.

As to the remaining assets, an assignment was executed purporting
to assign the remaining mineral interest to BT Exploration
and to BT Management.  However, Mr. Sosland notes, pursuant to
the terms of the mineral leases and the Chevron/Texaco agreement,
it was necessary to obtain the consent to these assignments of
Chevron/Texaco and various of the landowners who had granted the
mineral leases.  Chevron/Texaco refused to give consent to any
assignment.  Accordingly, the assignment including the mineral
interests covered by the Chevron/Texaco agreement was not placed
of record.

                         Marketing Process

Beginning in November 2002, Enron North America Corporation began
exploring a possible sale of BT Exploration.  However, BT
Exploration is restricted under the various agreements and
mineral leases from disclosing geophysical and drilling
information to third parties absent written consent.  Moreover,
the mineral leases in the project area that are held by BTEC
require landowner consent before they can be assigned to a third
party.  During the BTEC dissolution process, BTEX solicited the
consent to assign from all the landowners and not all agreed to
provide their consent.  Hence, BT Exploration's ability to market
its assets has been severely limited.

ENA determined that the best way to maximize the value of its
interests in BT Exploration was to either continue producing the
assets or sell its interests to the other interest holders -- SGA
or BT Management.  Because the continued production of the asset
carries significant risks, including price risk, concentration
risk, ownership risk and production risk, ENA concluded that a
sale to SGA was in its best interest.  ENA, through its
affiliates, then moved forward with the negotiation of a
definitive agreement.

                   The Purchase and Sale Agreement

Mr. Sosland reports that on July 9, 2003, BT Management, SGA and
BT Exploration executed a Purchase Agreement containing these
salient terms:

A. Purchase Price

    The purchase price for the Assets to BT Management will be
    $21,000,000.  The Purchase Price is subject to the
    Preliminary Adjustment Amount and an additional adjustment
    amount in the amount of any deviation of the Final Adjustment
    Amount and the Preliminary Adjustment Amount.  BT Management
    has placed in escrow an Earnest Money Deposit equal to 10% of
    the Purchase Price and will pay the remainder of the Purchase
    Price at Closing.

B. Assets

    The Assets include, among others:

       (i) the Leases,

      (ii) the Wells,

     (iii) Hydrocarbons attributable to production from the Leases
           after the Effective Time and net proceeds from the sale
           thereof,

      (iv) to the extent assignable, the Contracts,

       (v) the Equipment,

      (vi) the Easements,

     (vii) to the extent transferable, the Permits,

    (viii) to the extent transferable, the Seismic Rights;

      (ix) the Records; and

       (x) BT Exploration's 62.5% membership interest in BTEC.

C. Assumed Liabilities

    BT Management will assume the liabilities set forth in the
    Purchase Agreement, including, without limitation:

      (i) all Liabilities arising out of, in connection with or
          related to the ownership, development, exploration,
          operation, use or maintenance of the Assets, whether
          relating to periods before or after the Effective Time,
          including, without limitation, all Environmental
          Liabilities and Obligations, and

     (ii) Liability for payment of the amounts with respect to the
          Contracts.

D. Termination of Agreement

    The Purchase Agreement and the transactions contemplated
    therein may be terminated prior to the Closing by, inter
    alia:

      (i) the mutual written agreement of BT Management and BT
          Exploration;

     (ii) by either party if the Closing has not occurred on or
          before 60 days after the execution of the Purchase
          Agreement; and

    (iii) by either party if BT Exploration determines an
          Alternative Transaction could reasonably be expected to
          result in a Superior Transaction.

E. Alternative Transaction

    BT Exploration's obligation to close under the Purchase
    Agreement is subject to its right to respond to an
    unsolicited bona fide proposal for an Alternative Transaction
    and, if BT Exploration determines in good faith that the
    Alternative Transaction could be reasonably expected to
    result in a Superior Transaction, BT Exploration may seek
    Bankruptcy Court approval of the Alternative Transaction.

F. Guarantee

    SGA has unconditionally, irrevocably and absolutely
    guaranteed the due and punctual performance and discharge of
    BT Management's obligations under the Purchase Agreement.

Accordingly, pursuant to Sections 105 and 363 of the Bankruptcy
Code and Rules 2002 and 6004 of the Federal Rules of Bankruptcy
Procedure, ENA asks the Court to authorize the:

    (a) sale and assignment of substantially all of the assets
        and liabilities of BT Exploration LLC pursuant to the
        Purchase Agreement between BT Exploration, BT Management
        and SGA; and

    (b) consummation of the transactions contemplated therein.

Mr. Sosland argues that the sale is warranted since:

    (i) ENA's interest in BT Exploration and BTEC are not
        integral to, nor contemplated to be part of, the Debtors'
        reorganization;

   (ii) the proposed sale and assignment of the Assets and
        Assumed Liabilities to BT Management is preferable to BT
        Exploration's continued operations of the Assets;

  (iii) the Purchase Agreement was negotiated at arm's length and
        in ENA's opinion represents fair market value for the
        Assets;

   (iv) except as set forth in the Purchase Agreement, ENA is not
        aware of any liens, claims, encumbrances, rights of
        set-off, netting, deduction, recoupment or any other
        interests in the Assets which have, or could have, been
        asserted by creditors or other parties-in-interests;

    (v) to the extent an interest exists, that interest can be
        attached to the sale proceeds with the same validity and
        priority; and

   (vi) notwithstanding the limited marketing of the Assets due
        to constraints under the various agreement and mineral
        leases, ENA has explored the various alternatives for
        obtaining value from the Assets and has determined that
        the proposed transaction represents the best use of those
        Assets. (Enron Bankruptcy News, Issue No. 76; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


EXCHANGE INSURANCE: S&P Assigns 'R' Financial Strength Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'R' financial
strength rating to Exchange Insurance Co., based on the company's
ongoing regulatory supervision by the Tennessee Department of
Commerce and Insurance.

"In December 2002, the Tennessee Department of Commerce and
Insurance ordered Exchange Insurance Co. to be put under
confidential administrative supervision because of the company's
weak financial condition," explained Standard & Poor's credit
analyst James Sung. "Subsequently, the order was made public in
March 2003 when Exchange Insurance Co. announced that it would
cancel about 5,000 policies and stop writing new business."

Exchange Insurance Co. writes homeowners insurance, with about
23,000 policyholders in Tennessee.

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


EXEGENICS INC: Receives Amended Tender Offer from EI Acquisition
----------------------------------------------------------------
eXegenics Inc. (Nasdaq: EXEG) Thursday received an amendment to
the unsolicited tender offer from EI Acquisition Inc., and
Foundation Growth Investments LLC to acquire all of the
outstanding common stock and Series A convertible preferred stock
of eXegenics.

The amendment extends the expiration date of the unsolicited
tender offer until 12:00 Midnight, New York City time, on Friday,
August 15, 2003, and increases the price to purchase all
outstanding shares of eXegenics common stock and Series A
convertible preferred stock from $0.37 per share to $0.51 per
share.

eXegenics' management, Board of Directors and professional
advisors will evaluate the amended offer, and the Board will
advise eXegenics' stockholders of its response to the amended
offer.  In the interim, eXegenics respectfully requests that its
stockholders defer making any determination with respect to the
amended offer until they have been advised of eXegenics' position
with respect to the amended offer.

                          *    *    *

               LIQUIDITY AND CAPITAL RESOURCES

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

"At March 31, 2003, we had cash and cash equivalents of
approximately $15,476,000. Since our inception, we have financed
our operations from debt and equity financings as well as fees
received from licensing and research and development agreements.
During the three months ended March 31, 2003, net cash used in
operating activities was $1,236,000, the largest elements of which
were one-time payments of approximately $541,000 related to the
termination of scientific programs. In addition, during the three
months ended March 31, 2003, we received $10,000,000 from
investing activities, from a maturing investment security. The
latter funds were reinvested in short-term money market
instruments.

"We believe that we have sufficient cash and cash equivalents on
hand at March 31, 2003 to finance our plan of operation through
December 31, 2003. We currently have no new material commitments
to purchase capital assets through December 31, 2003. However, we
expect to incur new liabilities related to the in-licensing and
clinical development of compounds as outlined in our business
strategy. We anticipate that we may not have sufficient capital
resources to complete new programs prior to product
commercialization. There can be no assurance that any required
financings will be available, through bank borrowings, debt or
equity offerings on acceptable terms or at all."


FARMLAND IND.: Files First Amended Plan and Disclosure Statement
----------------------------------------------------------------
Farmland Industries has filed its First Amended Plan of
Reorganization and Disclosure Statement with the U.S. Bankruptcy
Court for the Western District of Missouri in Kansas City, a
significant step toward the company's emergence from Chapter 11
reorganization.

The Disclosure Statement is subject to both court approval and
acceptance by the company's creditors.  Farmland and its
Creditors' Committees believe the direction set forth in the plan
represents the greatest opportunity to maximize value for
creditors.

In its Disclosure Statement, Farmland estimates creditors would
receive the following distributions:

    -- Farmland Industries Secured Lenders - 100%

    -- Farmland Industries Administrative and Priority Claims
       - 100%

    -- Farmland Foods General Unsecured (Trade) Creditors - 100%

    -- Farmland Industries Demand Loan Certificates - 100%

    -- Farmland Industries Convenience Claims (less than $1,000)
       - 100%

    -- Farmland Industries General Unsecured (Trade) Creditors
       - 50% to 65%

    -- Farmland Industries Subordinated Bondholders - 50% to 65%

Farmland President and CEO Bob Terry said, "These recovery
estimates reflect the hard work and dedication of Farmland
employees.  Their efforts allowed Farmland to generate significant
cash from operations over the last 14 months and to realize strong
values for the assets we have sold.  We are pleased with the high
recovery percentages we are achieving and look forward to the plan
confirmation process."

Larry Frazen, lead Farmland bankruptcy attorney, said, "The
recovery estimates announced by Farmland [Fri]day compare quite
favorably to those in other recent Chapter 11 reorganizations.
For example, Kmart anticipates a 10% recovery payable in
reorganized Kmart stock, St. Joseph Wire and Rope will pay its
general unsecured creditors 5% in cash, Houlihans provided less
than a 12% cash payout initially, while Payless Cashways and
Vanguard Airlines project little or no recovery to general
unsecured creditors.  Any debtor providing a 50% or more cash
dividend to general unsecured creditors is considered to have
done quite well in a Chapter 11 case."

Farmland anticipates receiving Court approval of the Disclosure
Statement in September.  Once the Court grants approval, a copy of
the documents and a ballot will be mailed to Farmland creditors
who will be asked to accept or reject the plan.  If creditors
accept the plan, Farmland anticipates completing its
reorganization and making distributions to creditors later this
year, once the plan becomes effective.

The documents filed with the Court also describe significant
remaining events that will be completed during the bankruptcy
proceedings. The sales process for Farmland Foods contemplates a
court-supervised auction in October.  If overbids are received,
the auction will begin at a minimum value of $374.5 million.

In addition to a reorganized Farmland entity, a trust will be
established to manage the remaining assets and to extract the best
value for the creditors.  The company's remaining major assets
include grain elevators throughout the Midwest, and interest in
joint ventures SF Phosphates (a phosphate fertilizer venture),
Agriliance (a fertilizer marketing partnership with CHS
Cooperatives and Land O'Lakes), and Land O'Lakes Feed (a feed
manufacturing and distribution company).  The company also owns a
fertilizer plant and refinery at Coffeyville, Kan.; a letter of
intent to sell the Coffeyville assets was approved by the
Bankruptcy Court early last week.

"Farmland's goal throughout our reorganization has been to
maximize value for the benefit of our creditors. We believe this
plan, which will provide unsecured creditors a recovery of over
50%, accomplishes that goal," Terry concluded.

The full text of both the Amended Plan of Reorganization and
Disclosure Statement will be available at

          http://www.bmccorp.net/farmland

Farmland Industries, Inc., Kansas City, Mo., --
http://www.farmland.com-- is a diversified agricultural
cooperative with interests in food, fertilizer, petroleum, grain
and animal feed businesses.


FLEMING COMPANIES: Court OKs Dovebid's Engagement as Auctioneer
---------------------------------------------------------------
There are a number of assets Fleming Companies, Inc., and its
debtor-affiliates intend to sell, including but not limited to,
furniture, fixtures, equipment, computer/phone equipment,
tractors, trailers and non-grocery inventory.  To achieve a
comprehensive restructuring of their balance sheet so as to assure
their long-term stability and viability, the Debtors have decided
to focus on their core operations and divest themselves of non-
core businesses.

While their Residual Assets are subject to the De Minimis Sale
Order, the Debtors believe that they will obtain the maximum
recovery if the assets are sold with the assistance of an
auctioneer.  In this regard, the Debtors sought and obtained the
Court's authority to engage DoveBid Inc. as auctioneer.

Christopher J. Lhulier, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., relates that the Debtors spent a
significant amount of time selecting an auctioneer.  After
distributing an information package, the Debtors received four
bids from numerous nationally recognized auctioneers.  Hence, the
Debtors conducted a four-stage selection process to determine
which of the bids was the best.

At the conclusion of the process, the Debtors selected DoveBid
because of, among other things, its:

    -- superior fee structure and lower cost base;

    -- ability to complete sales in the required time period;

    -- experience selling Residual Assets;

    -- technology used in Internet-based auction process;

    -- ability to adequately market the Sales;

    -- established record in the auction industry; and

    -- experience in conducting auctions within the bankruptcy
       context.

DoveBid is recognized as one of the global leaders in the
provisions of liquidation and appraisal services.  Hence, it
offers the unique ability to assist the Debtors and their
creditors in monetizing assets of all types.  Mr. Lhulier notes
that DoveBid has participated in the liquidation of more than
$300,000,000 in assets over the past twelve months.  DoveBid is a
leader in providing asset disposition services to debtors in all
industries in North America, Europe, Asia and Australia.  It is
an industrial and commercial asset disposition firm providing
strategic services for distributors, manufacturers, asset-based
lenders, venture capitalists, investment bankers, and the
professionals that serve them.  It has conducted over 450
industrial auctions in the previous twelve months in North
America, Europe, Asia and Australia.

Consequently, the Debtors entered into an Auction Agreement with
DoveBid for the firm to implement sale and auction procedures.
Pursuant to the Agreement, DoveBid will:

     (1) develop and implement the advertising and marketing plan,
         including, without limitation, mailing auction brochures
         to targeted demographic and geographic lists selected by
         DoveBid;

     (2) advertise in advance of the sale of the Residual Assets
         through print media, including selected newspapers, and,
         on selected sales, a fax, email or direct telephone
         marketing campaign may be implemented to reach a specific
         target group of prospective buyers;

     (3) print lot catalogs, which will list all lots to be
         included in the sale of the Residual Assets;

     (4) provide adequate information to prospective out-of-town
         buyers regarding travel time and travel information;

     (5) prepare for the sale of the Residual Assets, including
         gathering specifications and photographs for pictorial
         brochures, cleaning where deemed appropriate by DoveBid
         and arranging the Residual Assets in a manner which, in
         DoveBid's judgment, would be designed to enhance the
         value of the Residual Assets, and providing directional
         arrows and signs in strategic areas to assist buyers in
         locating the premises;

     (6) assign a sale site coordinator to oversee the Sales, plan
         cleanup, auction sale routing, sorting and grouping of
         all sale items in suitable size lots, the creation of a
         buyer's lot catalog, public inspection, calling of the
         lots during the auction and supervising the delivery of
         all sold items after completion of the auction;

     (7) engage a project management group mutually agreed upon by
         both parties to, among other things, oversee the auction
         or sale, removal of the Residual Assets and to protect
         the integrity of the premises;

     (8) conduct private negotiations for the sale of the Residual
         Assets outside of the auction;

     (9) before the start of the auction, conduct a one-day
         preview and inspection for the benefit of potential
         purchasers of the Residual Assets;

    (10) provide a fully qualified, experienced and licensed
         auctioneer who will auction the lots for cash to the
         highest bidder "as is, where is and with all faults" and
         in accordance with the terms of the Auction Agreement;

    (11) guarantee the payment for any Residual Asset that DoveBid
         allows to be removed from the premises;

    (12) provide a complete auction crew to handle computerized
         accounting functions necessary to provide auction buyers
         with invoices and Debtors with a complete accounting of
         all items sold at the auction;

    (13) charge and use its reasonable, best efforts to collect
         from all purchasers any purchase price, any buyer's
         premium, all applicable taxes and any other applicable
         charges;

    (14) deposit all proceeds from the auction into a separate
         client trust account maintained at Comerica Bank in San
         Mateo, California for the benefit of DoveBid's clients or
         another sound, well-established bank;

    (15) guarantee to return the premises to a condition in which
         rubbish resulting from the sale and removal of the
         Residual Assets has been removed, electrical conduit and
         water pipes have been capped, and any holes made in the
         roofs or outer walls in the course of removing sold
         Residual Assets have been patched after the sale and
         removal of the Residual Assets; and

    (16) submit a detailed accounting, including DoveBid's
         compensation and a record of all expenses from the
         auction and any privately negotiated sales plus the net
         proceeds to Debtors within two weeks after completing the
         collection of all funds from the sale.

Under the Auction Agreement, DoveBid has the right to market the
Residual Assets beginning on the date the Auction Agreement is
executed and ending on December 31, 2003.  The Auction Agreement
will automatically renew for successive 90-day terms after the
expiration of the Initial Term, unless either party provides 30
days' written notice prior to the expiration of the then current
term of its intention not to renew the Agreement.

On June 5, 2003, DoveBid announced a Four-Day Webcast auction
from June 10, 2003 through June 13, 2003 near the Dallas-Fort
Worth Airport at the Embassy Suites Hotel at 2401 Bass Pro Drive
in Grapevine, Texas.  The auction featured a 1,500,000-square
feet of warehouse and distribution centers, racking and moving
stock, over 400 vehicles including trucks, tractors, trailers,
and grocery store assets from over 20 Fleming supermarkets.

DoveBid announced another Webcast auction on July 1, 2003, which
was held at the HomeWood Suites by Hilton at 700 Hebron Parkway
in Lewisville, Texas, on July 15, 2003.  The auction featured
assets from 23 Food4Less and Rainbow Foods supermarkets and
includes transportation assets like tractors and trailers, and
grocery store assets.

Mr. Lhulier explains that Webcast Sales are broadcast over the
Internet using DoveBid's proprietary software, allowing bidders
electing to participate electronically to watch and listen to the
auction through the web.  However, electronic bidders are also
able to speak to the auctioneer real time via a telephone
connection.  Bidders may also elect to attend the auction in
person.

As compensation for its services, the Debtors will permit DoveBid
to charge up to 16% as buyer's premium on the sales price of the
Residual Assets sold through privately negotiated sales and at an
auction.  Mr. Lhulier, however, indicates that in most instances
the effective Buyer's Premium paid will be much lower than 16%
because of certain applicable discounts.  A discount from the
Buyer's Premium equal to 2-1/2% of the sales price will apply to
purchasers who pay in cash, cashier's check, company check --
with a letter of guarantee -- or wire transfer.  Purchasers who
do not bid over the Internet will receive an additional discount
equal to 3-1/2% of the sales price.  DoveBid reserves the right
to charge a non-refundable $25 registration fee for its own
account to purchasers who bid over the Internet at a Webcast
auction.

In the auctioneer industry, there is a customary 10% seller's
commission, which is paid to the auctioneer by the seller.  Mr.
Lhulier says that DoveBid agreed to waive this fee.

DoveBid will remit to the Debtors a sum equal to a percentage of
the proceeds realized as Buyer's Premium, exclusive of any
surcharges collected with respect to credit card or Internet
purchases and the registration fee.  For all Future Sales
conducted, the Rebate will equal 20%.

Additionally, the Debtors will reimburse DoveBid for out-of-
pocket expenses arising from advertising and other expenses
pursuant to a mutually agreed to $400,000 maximum budget for the
Initial Webcast Auction and an amount to be mutually agreed upon
by the parties for each Future Sale.  The anticipated sale
proceeds from the Initial Webcast Sale is $6,000,000 to
$7,000,000.

The Court also permits DoveBid to engage project management
companies to assist with the sales.  DoveBid, however, will
compensate these management companies with no additional
responsibility to the Debtors.

Kirk Dove, DoveBid ASA, President and COO, Worldwide Auction
Services and Director, discloses that DoveBid will share a
portion of the fees it receives with American Materials Handling,
Inc.  AMH is a dealer specializing in asset sales relating to the
distribution industry.  It will be assisting DoveBid with asset
descriptions and the marketing and removal of certain of the
Debtors' distribution center assets.  According to Mr. Dove, all
amounts paid to AMH will be paid from DoveBid's compensation or
expense reimbursement under the Auction Agreement and will not
increase the Debtors' obligation.  DoveBid will also subcontract
National Property Solutions Inc., Mr. Dove says, for certain
logistical and operational services.  NPS will be responsible for
a majority of the on-site preparation, technical asset
descriptions and other miscellaneous logistical issues.  Mr. Dove
notes that certain NPS principals are related to an employee of
DoveBid.

Mr. Dove attests that DoveBid is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code and holds
no interest adverse to the Debtors and their estates. (Fleming
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FORD MOTOR COMPANY: Reports 7% Decline in Sales for July 2003
-------------------------------------------------------------
U.S. customers purchased or leased 297,265 cars and trucks from
Ford, Mercury, Lincoln, Jaguar, Volvo, and Land Rover dealers in
July, down 7.1 percent compared with a year ago. Sales of trucks
(pickups, vans, and sport utility vehicles) were 198,825, up 0.8
percent, and car sales were 98,440, down 19.8 percent.

Year-to-date, the company's sales were 2.05 million, down 3.6
percent compared with the same period a year ago.  Sales of trucks
were 1.32 million, down 0.3 percent, and car sales were 727,103,
down 9.1 percent.

Ford's F-Series, America's best-selling truck for 26 years in a
row, posted July sales of 69,812, up 15 percent compared with last
July.

"We are launching the all-new F-150 from a position of strength,"
said Jim O'Connor, Ford group vice president, North America
Marketing, Sales and Service.  "The new F-150 will help us
increase our leadership position and set us apart from the
competition."

In July, sales of sport utility vehicles were 84,174, up 5 percent
from last year's record sales.  Higher sales for Ford Expedition
(up 22 percent), record sales for Ford Escape (up 28 percent) and
Mercury Mountaineer (up 39 percent), and two new SUVs (Lincoln
Aviator and Volvo XC90) more than offset lower sales for Ford
Explorer (down 21 percent from last year's near record sales.)

Sales of passenger cars were sharply lower than a year ago
reflecting lower fleet deliveries (down 22 percent), discontinued
vehicles (Ford Escort, Mercury Cougar, and Lincoln Continental),
and generally lower retail sales for several current cars.
Mercury Grand Marquis, Lincoln Town Car, Lincoln LS, and Ford
Thunderbird achieved higher retail sales than a year ago.  Sales
of minivans also were lower than a year ago (down 30 percent
including the discontinued Mercury Villager).

"In the last two years, we have introduced several new SUVs and
trucks," said O'Connor.  "Later this year, we will introduce two
new minivans and next year, we embark on a major wave of new car
introductions."

Volvo dealers reported record July sales of 11,593, up 15 percent
compared with a year ago.  July was the ninth month in a row of
higher sales at Volvo, a streak that started with the introduction
of the award-winning XC90 sport utility vehicle.  Volvo retailers
remain on pace to set a new calendar year sales record in 2003 as
year-to-date sales totaled 79,115, up 24 percent from a year ago.

Jaguar set a new July sales record of 5,167.  The all-new XJ sedan
paced Jaguar's record-setting sales with a 52 percent increase.

"The pace of auto sales continues to improve," noted O'Connor.
"Almost every piece of incoming economic data has been positive.
Good consumer spending gains and recent reports on manufacturing
and jobless claims are encouraging.  We continue to believe the
President's tax cut and lower interest rates will support
improving economic growth."


FRONTIER OIL: Fitch to Raise Ratings Following Holly Merger
-----------------------------------------------------------
Upon the closing of the merger of Holly Corporation and Frontier
Oil Corporation, Fitch Ratings will raise the senior unsecured
debt rating of Frontier to 'BB-' from 'B+' and the secured credit
facility rating to 'BB' from 'BB-'. At closing, the Rating Watch
will also be removed. Fitch placed the debt ratings of Frontier
Oil Corporation on Rating Watch Positive following the
announcement that Holly had agreed to merge with Frontier. The
transaction is expected to close later in the third quarter.
As part of the transaction, Holly shareholders will receive one
share of Frontier stock and an aggregate cash payment of $172.5
million from Frontier. Including the assumption of Holly's
outstanding debt, the value of the transaction is approximately
$430 million. In April 2003, Frontier issued $220 million of 8.00%
senior unsecured notes which will be used to finance the cash
portion of the transaction, to repay the remaining Holly debt
(approximately $26 million at April 30, 2003) and for general
corporate purposes.

The upgrade will reflect the conservative acquisition financing
for the transaction, the low debt at Holly, the niche markets
served by both Frontier and Holly and the continued benefits of
being a small refiner with regards to the low sulfur regulations.
The larger asset base will also reduce the magnitude that major
turnarounds have had on the company's earnings. With the addition
of Holly, Frontier will add three refineries and increase capacity
from 156,000 barrels per day (bpd) to more than 260,000 bpd.

Holly's asset base includes the Artesia, New Mexico refinery
(60,000 bpd being expanded to 75,000 bpd), the 7,500 bpd Great
Falls, Montana refinery and the 25,000 bpd Woods Cross refinery
near Salt Lake City which was acquired from ConocoPhillips in June
2003. The Artesia refinery serves several Southwest markets
including El Paso, Texas, Albuquerque, New Mexico, Phoenix,
Arizona and markets in northern Mexico. Holly also operates more
than 2,000 miles of crude and product pipelines which generates
significant EBITDA for the company.

Of continued concern is the potential start-up of the Longhorn
Pipeline, a refined product pipeline from Texas Gulf Coast
refiners to El Paso, Texas which would compete directly with
Holly's Artesia refinery. Start-up has been delayed several times
in recent years, but could add up to 72,000 bpd of initial
capacity with ultimate capacity of up to 225,000 bpd. Fitch
believes that Holly's established market presence, low cost crude
sourcing and moderate cost of operations would help mitigate the
near to medium term impact of any entrance of product via Longhorn
into Holly's markets.

Although the low sulfur regulations limit further growth by
Frontier, a possibility of further acquisitions remains. Fitch
does not expect Frontier to risk its improved credit profile
following the Holly transaction, but would rather expect
conservative financing for future growth opportunities.

Frontier Oil Corporation is an independent refiner and wholesale
marketer of petroleum products, operating two refineries, a 46,000
barrel-per-day (bpd) refinery in Cheyenne, Wyo., and a 110,000 bpd
refinery in El Dorado, Kan. Frontier also offers its own branding
program in the Rocky Mountain market area to accommodate smaller,
independent gasoline marketers.


GEO SPECIALTY: Interest Nonpayment Spurs S&P to Junk Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on GEO
Specialty Chemicals Inc., including its corporate credit rating to
'CCC+' from 'B'.

Cleveland, Ohio-based GEO had approximately $217 million of debt
outstanding as of June 30, 2003. GEO is a manufacturer and
marketer of specialty chemicals. The outlook is negative.

"The downgrade follows GEO's announcement that it did not make the
Aug. 1, 2003, interest payment due on its 10.125%, $120 million
subordinated notes," said Standard & Poor's credit analyst Franco
DiMartino.

The company will have a 30-day period to cure this situation
before it becomes an event of default under the indenture. GEO has
received a loan commitment that will allow the company to make the
$6.1 million payment within the 30-day grace period. However, this
commitment is subject to negotiations between the company and its
senior lenders regarding amendments to covenants in its bank
credit facility. The company, which continues to suffer from
profitability weakness in its main businesses, especially gallium
and peroxy chemicals, was in violation of these covenants as of
June 30, 2003.

Even if the company does make the pending interest payment,
ongoing access to the credit facility is a key rating
consideration in light of the company's low cash balance,
persistent operating challenges, and considerable debt service
requirements. Should GEO fail to make the interest payment during
the 30-day grace period, the ratings on the company and its
outstanding notes would be lowered to 'D'.


GEORGIA-PACIFIC CORP: Board Declares Regular Quarterly Dividend
---------------------------------------------------------------
Georgia-Pacific Corp.'s (NYSE: GP) board of directors approved a
regular quarterly dividend on the company's common stock.

The board approved a dividend of 12.5 cents per share.  The
dividend is payable Aug. 21, 2003, to shareholders of record
Aug. 11, 2003.

Headquartered at Atlanta, Georgia-Pacific is one of the world's
leading manufacturers of tissue, packaging, paper, building
products, pulp and related chemicals.  With 2002 annual sales of
more than $23 billion, the company employs approximately 61,000
people at 400 locations in North America and Europe.  Its familiar
consumer tissue brands include Quilted Northern(R), Angel Soft(R),
Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi Gras(R), So-
Dri(R), Green Forest(R) and Vanity Fair(R), as well as the
Dixie(R) brand of disposable cups, plates and cutlery.  Georgia-
Pacific's building products distribution segment has long been
among the nation's leading wholesale suppliers of building
products to lumber and building materials dealers and large do-it-
yourself warehouse retailers.  For more information, visit
http://www.gp.com

                            *   *   *

As reported in the Troubled Company Reporter's May 29, 2003
edition, Standard & Poor's Ratings Services assigned its 'BB+'
senior unsecured debt rating to Georgia-Pacific Corp.'s $350
million senior notes due 2008 and $150 million senior notes due
2014.

Standard & Poor's at the same time affirmed its 'BB+' corporate
credit rating on the company. The outlook remains negative. Debt
at Georgia-Pacific, excluding capitalized operating leases and
unfunded postretirement obligations, totals about $11.9 billion.


GEORGIA-PACIFIC: Commences Exchange Offer for 8.875% Sr. Notes
--------------------------------------------------------------
Georgia-Pacific Corp. (NYSE: GP) commenced an offer to exchange
its new 8.875 percent senior notes due 2010 and 9.375 percent
senior notes due 2013 that have been registered under the
Securities Act of 1933 for all of its outstanding 8.875 percent
senior notes due 2010 and 9.375 percent senior notes due 2013,
respectively, that originally were issued by the company in
January under Rule 144A and Regulation S of the Securities Act of
1933.

The terms of the new notes are substantially identical to the
original notes, except that transfer restrictions and registration
rights applicable to the original notes will not apply to the new
notes.

The exchange offer will expire at 5 p.m., Eastern time, Aug. 29,
unless extended.  Tenders of original notes must be made on or
prior to the expiration of the exchange offer and may be withdrawn
at any time on or prior to the expiration of the exchange offer.

Copies of the prospectus and other documents describing the terms
of the exchange offer, including the related transmittal materials
for use in making tenders, may be obtained from the exchange
agent, The Bank of New York, 101 Barclay Street, Floor 7E, New
York, N.Y. 10286, (212) 815-3687.

Headquartered at Atlanta, Georgia-Pacific (S&P, BB+ Corporate
Credit Rating, Negative) is one of the world's leading
manufacturers of tissue, packaging, paper, building products, pulp
and related chemicals. With 2002 annual sales of more than $23
billion, the company employs approximately 61,000 people at 400
locations in North America and Europe.  Its familiar consumer
tissue brands include Quilted Northern(R), Angel Soft(R),
Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi Gras(R), So-
Dri(R), Green Forest(R) and Vanity Fair(R), as well as the
Dixie(R) brand of disposable cups, plates and cutlery.  Georgia-
Pacific's building products distribution segment has long been
among the nation's leading wholesale suppliers of building
products to lumber and building materials dealers and large do-it-
yourself warehouse retailers.  For more information, visit
http://www.gp.com


GOODYEAR TIRE: Names Stephanie Wernet VP, Information Technology
----------------------------------------------------------------
The Goodyear Tire & Rubber Company has named Stephanie K. Wernet,
vice president, information technology.

Wernet, 35, will report to Robert W. Tieken, executive vice
president and chief financial officer.  She replaces Eric A. Berg,
who left the company to join NCR Corp. on July 23.

"Stephanie's experience in our business as well as her work as a
consultant, an operating manager and at an Internet startup
provide her with a combination of strategic skills and operational
capabilities that will be important to our e-business and
information technology team as it supports Goodyear's turnaround,"
said Tieken.

Wernet, since January 2003, has been director of customer affairs
for the company's North American Tire business.  She joined
Goodyear in 2001 as North American Tire's director of e-business
from EyeVelocity Inc., where she served as vice president,
e-commerce.

Prior to that, Wernet was senior director, e-commerce at Reynolds
& Reynolds Co. for three years.  From 1993 to 1997, she was an
engagement manager with McKinsey and Co.  She previously held
positions with Trilogy Development Group, International Business
Machines Corp. and General Motors Corp.

Wernet, a native of Romeo, Mich., has a bachelor of science degree
in electrical engineering from The University of Michigan and a
master of business administration degree from Stanford University.

Goodyear is the world's largest tire company.  Headquartered in
Akron, Ohio, the company manufactures tires, engineered rubber
products and chemicals in more than 85 facilities in 28 countries.
It has marketing operations in almost every country around the
world.  Goodyear employs about 92,000 people worldwide.  For more
information about the company, visit http://www.goodyear.comon
the Internet.

As reported in Troubled Company Reporter's July 2, 2003 edition,
Fitch Ratings placed the Goodyear Tire & Rubber Company's senior
unsecured rating of 'B' and the senior secured bank facilities
rating of 'B+' on Rating Watch Negative. Approximately, $5 billion
of debt is affected.


GREAT ATLANTIC & PACIFIC: S&P Cuts Rating over Weak Cash Flow
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on supermarket operator The Great Atlantic & Pacific Tea
Co. Inc., to 'B' from 'B+', and removed the rating from
CreditWatch where it was placed April 29, 2003.

The outlook is negative. Montvale, New Jersey-based A&P had $792
million of total debt at June 14, 2003.

"The downgrade is based on continued weak cash flow and a very
cautious outlook for improvement, mitigated by a marginally
adequate liquidity position," said credit analyst Mary Lou Burde.

The rating reflects poor profitability and high debt leverage,
which are somewhat offset by important market positions in Canada
and the metro New York area. Although Canada is performing well,
difficulties in U.S. markets have caused overall profitability to
fall. Soft consumer spending and increasing competition from both
conventional and non-traditional food retailers are pressuring the
gross margin. These industry trends combined with rising costs are
resulting in significant drops in operating profit.

For the first quarter of fiscal 2003 (ended June 14, 2003), same-
store sales were flat and EBITDA fell more than 30% over the prior
year. This follows a fourth quarter drop in EBITDA of 45%. A&P's
operating margin measured 4.8% for fiscal 2002 and 4.3% in the
first quarter, well below the 7.6% average for rated supermarkets.

Management has taken several steps in recent years to improve the
business, including reducing overhead, streamlining the management
structure, enhancing the supply chain and business processes, and
closing about 160 stores. However, these actions have been
insufficient to offset competitive and cost pressures. Management
is currently focused on maximizing cash flow while it works to
halt the operating performance decline in the U.S. and maintain
profitability in Canada. Steps include curtailing capital
spending, reducing debt, and exiting certain markets and
businesses.

Given recent operating trends, liquidity is expected to be
marginally adequate for the coming year. As of June 14, 2003, the
company had $163 million in cash on the balance sheet and $271
million available under the bank facility, after deducting $110
million in letters of credit. There are no significant maturities
until 2005. Potential asset sale proceeds from the expected sale
of stores in Wisconsin and the Eight O-Clock Coffee business
provide a partial cushion.

Management's efforts to improve store-level execution and supply
chain efficiencies are being hampered by a very difficult
competitive and economic climate. Although the rating incorporates
the expectation that credit measures in the current year may
weaken substantially, the rating could be lowered again if EBITDA
coverage falls significantly below 1.5x.


GUAM POWER: Fitch Downgrades Electric Revenue Bond Rating to BB+
----------------------------------------------------------------
Fitch Ratings downgrades the outstanding $395 million of Guam
Power Authority's electric revenue bonds to 'BB+' from 'BBB'. In
addition, Fitch places the electric revenue bonds on Rating Watch
Negative. The downgrade reflects the deterioration of GPA's
financial margins, severe liquidity pressures, and limited
information from management.

GPA's current credit deterioration stems from delinquent accounts
including large account receivables due from the Government of
Guam (totaling over $30 million) and system damages attributable
to the 2002 super typhoon Pongsona and typhoon Chataan (which
combined caused approximately $38 million in damage to GPA
facilities). Consequently, current cash flows, cash reserves, and
other sources of liquidity are very low placing pressure on GPA's
financial measures. Although GPA claims to be generating
sufficient revenues to pay normal operating expenses (including
debt service payments), Fitch can not substantiate this claim.

Additionally, GPA has not been able to acquire rate relief from
the public utility commission, raising concerns about GPA's
ability to generate adequate operating margins going forward.
Furthermore, given GPA's current financial situation, an event
such as another typhoon, would place considerable strain on GPA's
ability to pay debt service.

While GPA expects to receive payment on over $30 million of
arrears from the Government of Guam, this is subject to the timing
and ability of the government to access the general obligation
bond market. Fitch will be meeting with GPA management within the
next few weeks to acquire additional information, after which we
expect to finalize our review of GPA's credit worthiness, and
resolve the rating watch negative.


HMP EQUITY HOLDINGS: S&P Affirms B+ Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on HMP
Equity Holdings Corp. and its subsidiaries, Huntsman International
Holdings LLC and Huntsman LLC, to negative from stable.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit ratings on all three companies. The Salt Lake City, Utah-
based HMP is a wholly owned subsidiary of Huntsman Holdings LLC, a
holding company with chemical operations conducted through
subsidiaries, Huntsman LLC (formerly Huntsman Corp.), Huntsman
International Holdings LLC and Huntsman Advanced Materials LLC
(formerly Vantico Group SA). Total reported debt is more than $5.5
billion (excluding Huntsman Advanced Materials LLC).

"The outlook revision highlights the risk of a downgrade this year
given the disappointing second quarter operating results,
diminished expectations for a meaningful rebound in the second
half of 2003, and the potential for additional raw material
pressures in the petrochemical industry," said Standard & Poor's
credit analyst Kyle Loughlin. "Standard & Poor's also recognizes
that adverse business conditions facing the Huntsman companies
will limit prospects for reducing the onerous debt burden over the
near term and may result in bank loan covenant violations at both
Huntsman LLC and Huntsman International Holdings LLC within the
next several quarters."

On a consolidated basis, HMP generates annual sales of more than
$8 billion, ranking the company among the larger chemical
companies based in North America.


HOLLYWOOD CASINO: Fails to Make Interest Payments on 13% Notes
--------------------------------------------------------------
HCS I, Inc., the managing general partner of Hollywood Casino
Shreveport announced that HCS did not make the August 1, 2003
interest payments, aggregating $12.3 million, due on the 13%
Senior Secured Notes due 2006 and the 13% First Mortgage Notes due
2006 issued by HCS and Shreveport Capital Corporation.

As previously reported in HCS's quarterly report on Form 10-Q for
the quarter ended March 31, 2003, HCS received notice on March 14,
2003 from a representative of the holders of the Senior Secured
Notes and the First Mortgage Notes that HCS had failed to make
repurchase offers as required under the indentures governing the
respective notes and consequently was in default under both note
indentures prior to the August 1 interest payment date.

HCS is presently in negotiations with representatives of the
noteholders of both issues regarding a possible restructuring of
its indebtedness or other possible resolution. There can be no
assurance that any such restructuring or other resolution can be
agreed upon and effected. In addition, there can be no assurance
that HCS may not eventually be involved in a proceeding under the
federal bankruptcy laws.

HCS I is a wholly owned subsidiary of Penn National Gaming, Inc.
and the HCS and Shreveport Capital Corporation notes are non-
recourse to the parent, Penn National Gaming, Inc.

Hollywood Casino Shreveport is a riverboat casino/hotel complex
located on the Red River in Shreveport, Louisiana.


HOLLYWOOD CASINO: Interest Nonpayment Prompts S&P's D Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
and senior secured ratings on Hollywood Casino Shreveport to 'D'
from 'CCC-'. The debt of HCS, a wholly owned subsidiary of Penn
National Gaming Inc., is non-recourse to Penn National.

"This action follows HCS' announcement that it will not make the
Aug. 1, 2003, interest payments, aggregating $12.3 million, due on
the 13% senior secured notes due 2006 and the 13% first mortgage
notes due 2006 issued by HCS and Shreveport Capital Corp.," said
Standard & Poor's credit analyst Michael Scerbo.


IMC GLOBAL: Reports Final Results of Tender Offers for Notes
------------------------------------------------------------
IMC Global Inc. (NYSE: IGL) announced the expiration of its tender
offers to purchase for cash up to $140 million aggregate principal
amount of its 6.55% Notes due 2005 and up to $273 million
aggregate principal amount of its 7.625% Senior Notes due 2005,
which were commenced on June 23, 2003 and amended on July 18, 2003
to increase the aggregate principal amounts being tendered for
(from up to $100 million to up to $140 million with respect to the
6.55% Notes and from up to $200 million to up to $273 million with
respect to the 7.625% Notes) and to extend the early tender date
and the expiration time to 12:00 noon, New York time, on August 1,
2003.

As of the expiration at 12:00 noon, New York time, on August 1,
2003, IMC Global had received valid tenders totaling approximately
$140.4 million aggregate principal amount of the 6.55% Notes and
approximately $277.9 million aggregate principal amount of the
7.625% Notes.  Pursuant to Rule 14e-1(b) promulgated under the
Securities Exchange Act of 1934, IMC Global will accept all
validly tendered 6.55% Notes.  As the amount of valid tenders of
the 7.625% Notes exceeded the amount of aggregate principal amount
that IMC Global had offered to purchase, IMC Global will accept on
a pro rata basis approximately $273.1 million aggregate principal
amount of the 7.625% Notes, representing approximately 98.3% of
the 7.625% Notes validly tendered. Payment, including accrued
interest to, but not including, the settlement date, will be made
promptly for all accepted tenders.

Goldman, Sachs & Co. and J.P. Morgan Securities Inc. acted as
Dealer Managers and Bondholder Communication Group acted as
information agent for the tender offers.

With 2002 revenues of $2.1 billion, IMC Global is the world's
largest producer and marketer of concentrated phosphates and
potash crop nutrients for the agricultural industry and a leading
global provider of feed ingredients for the animal nutrition
industry.

As reported in Troubled Company Reporter's July 21, 2003 edition,
Standard & Poor's Ratings Services assigned its 'B+' rating to
fertilizer producer IMC Global Inc.'s proposed $310 million senior
unsecured notes due 2013.

Standard & Poor's at the same time affirmed its 'B+' corporate
credit rating on the company. Lake Forest, Illinois-based IMC is
one of the largest global producers of phosphate and potash crop
nutrients for the agricultural industry and has more than $2.1
billion of debt outstanding. The outlook is stable.


INTERBANK FUNDING: All Voting Ballots Due by Thursday
-----------------------------------------------------
On May 28, 2003, Arthur J. Steinberg, Investment Company Act
Trustee for Debtors IBF Collateralized Finance Corporation and IBF
VI-Secured Lending Corporation, filed a Proposed Chapter 11
Liquidating Plan together with an accompanying Disclosure
Statement with respect to InterBank Funding Corp., and its debtor-
affiliates. The U.S. Bankruptcy Court for the Southern District of
New York found that the Disclosure Statement contains adequate
information, as required by 11 U.S.C. Section 1125 and, if
creditors will read it, contains the right kind and amount of
information to enable creditors to make informed decisions whether
to accept or reject the Plan.

The deadline for serving and filing of ballots with the Voting
Agent is set for Thursday, Aug. 7. Ballots must be sent to:

        InterBank Funding Corp.
        c/o The Garden City Group, Inc.
        105 Maxess Road
        Melville, New York 11747-3836
        Tel: 800-627-3875
        Fax: 631-940-6554

The Honorable Burton R. Lifland will convene a hearing on
August 14, 2003, at 10:00 a.m., to see whether creditors voted to
accept the plan and consider whether it should be confirmed.

Objections, if any, to the confirmation of the plan must be filed
electronically at the Bankruptcy Court's Web site --
http://nysb.uscourts.gov-- with copies served on:

        1. Kaye Scholer LLP
           425 Park Avenue
           New York, NY 10022
           Attn: Andrew A. Kress, Esq.

        2. Office of the United States Trustee
           33 Whitehall Street
           21st Floor
           New York, NY 10004
           Attn: Gregory M. Zipes

        3. Counsel for the Official Committee of Unsecured
            Creditors
           Schulte Roth & Zabel, LLP
           919 Third Avenue
           New York, NY 10022
           Attn: James Peck, Esq.

        4. Counsel for Debtors InterBank Funding Corp. and IBF
            Premier Hotel Group, Inc.
           Swidler Berlin Shereff Friedman, LLP
           405 Lexington Avenue
           New York, NY 10174
           Attn: Neil P. Forrest, Esq.

InterBank Funding Corp. is a holding company for companies that
invest and manage operating real estate and other businesses
through equity and debt investments including asset
securitizations. The Debtors filed for Chapter 11 protection on
June 7, 2002, (Bankr. S.D.N.Y. Case No. 02-41590). Neil P.
Forrest, Esq., Roger Frankel, Esq., and Debra Kramer, Esq., at
Swidler Berlin Shereff Friedman, LLP represent the Debtors in
their liquidating efforts.


JOLIET JR. COLLEGE: Fitch Downgrades Bond Rating to BB from BBB-
----------------------------------------------------------------
Fitch Ratings downgrades to 'BB' from 'BBB-' its rating of Will
County, Illinois' $14,455,000 student housing revenue bonds
(Joliet Junior College Project), series 2002A and taxable series
2002B. The bonds also are placed on Rating Watch Negative,
indicating the possibility of further downgrade in the coming
months depending on occupancy and budget performance of the 296-
bed housing facility, Centennial Commons, that opened in Aug.
2002. 'BB' category ratings are not investment grade, and they
indicate both the possibility of developing credit risk and the
fact that business or financial alternatives may be available to
allow financial commitments to be met. Neither JJC nor its
fundraising foundation are required to pay the housing facility's
debt service.

Project financial margins missed forecasts by huge percentages
during the initial year of operations. Rental and related revenues
reportedly totaled $953,809, or more than 25% below levels
projected in the official statement (OS). Operating expenses
reportedly totaled $489,865, nearly double the level projected in
the OS. Capitalized interest allowed the project to meet fiscal
year 2003 debt service requirements and to accumulate some
balances to meet fiscal year 2004 needs. Gross debt service
requirements for fiscal 2004, including a Sept. 1, 2003 interest
payment, equal $971,050 and will escalate to $1.16 million through
2010. Project officials report the possibility that portions of
the bond-financed debt service reserve fund will be used to make
the Sept. 1 interest payment.

The primary reason for the rating downgrade is the significantly
increased expense load for the project, relative to projections.
The project's 2003-2004 budget indicates that operating expenses,
less subordinated management fees, will be more than 25% above OS
projections, and this calculation assumes both significant year-
to-year spending reductions (such as reductions of unplanned one-
time capital-type expenses) and successful appeal of an
unprojected $71,000 annual property tax burden. The heftier
expense burden constrains significantly the project's long-term
ability to generate surplus revenues to fund operating and
replacement reserves. Fitch's initial rating assumed that the
project would have a stronger ability to generate such surpluses.
The tighter cash flows suggest a heightened risk that DSRF funds
will be needed on a periodic or regular basis to meet payment
requirements. In Fitch's opinion, meeting the 1.2 times (x) rate
covenant could be challenging over the medium term for the
project.

The secondary reason for the rating downgrade is the project's
weak occupancy track record to date. Higher-than-expected payment
delinquencies, vacancies, and evictions caused last year's poor
revenue performance. In addition to snow removal costs, security
and surveillance expenses contributed to budget variances, as
project officials responded to several incidents caused by
disruptive residents and visitors. Initial occupancy of about 95%,
which allowed release of bond funds to repay an interim
construction loan, dwindled to 78% by year-end. The fiscal 2004
project budget assumes that rental and related revenue will grow
more than 60%, with a part of this increase attributable to about
1.5 months of extra revenue in this, the project's first 12-month
fiscal year. Academic year occupancy is projected to be at 99% in
this budget. The marketing plan targets 95% leasing of the project
by Aug. 15, 2003; as of July 25, 2003, management reported that
applications and signed leases for 78% of beds were in hand. Rents
are being increased between 3.2% and 6.5%, depending on the unit
type. Criminal and guarantor credit checks are being implemented
to reduce receivables, and authorizations to direct some student
aid checks of residents directly to the project have now been put
in place after a delay. These latter actions are positive, in
Fitch's opinion, but the ability to meet or exceed the revenue
budget for fiscal 2004 seems doubtful, particularly if the
project's history leads to negative perceptions by parents or
students. These factors also contribute to the tighter cash flow
outlook and the lower rating.

The Rating Watch reflects the possibility that the bonds will be
downgraded further in the coming months if revenue, occupancy,
and/or expenditure forecasts are weaker than now budgeted. Between
now and Oct. 2003, any of the following factors could contribute
to a further downgrade: a) failure to achieve 95% or greater
initial occupancy for fall 2003, b) any significant negative
adjustment to the project's fiscal 2004 budget, c) loss of the
property tax appeal, or d) a significant draw on the DSRF to meet
Sept. 2003 debt service requirements. According to the bond
indenture, a continuing default under the loan agreement (which
includes the rate covenant) is an indenture default, allowing
registered owners of a majority of outstanding bonds to accelerate
bond payments.

Strengths of the credit continue to be JJC's healthy enrollment
profile, limited direct competition due in part to development
restrictions, and the expertise of Century Campus Housing
Management, one of the student housing industry's market leaders.

Pursuant to a continuing disclosure agreement, Foundation Housing,
L.L.C., the project owner, has agreed to provide income, balance
sheet, occupancy, and other data on a quarterly basis to national
repositories and any bondholder, upon written request.


JP MORGAN: Fitch Places Class F, G & H Ratings on Watch Negative
----------------------------------------------------------------
Fitch Ratings places the following J.P. Morgan Commercial Mortgage
Finance Corp. mortgage pass-through certificates, series 1998-C6,
on Rating Watch Negative.

        -- $39.8 million class F 'BB';
        -- $19.9 million class G 'B';
        -- $6 million class H 'B-'.

The classes are placed on Rating Watch Negative due to the
interest shortfalls caused by the modification of the Days Inn -
Airport loan (0.5%). Although the loan modification has recently
been completed, the effective date of the modification is January
2003. As a result, Midland Loan Services, L.P., the master
servicer, who was advancing on the loan during this period, will
be taking back $350,000 in advances, as well as approximately
$11,000 in advance interest.

The interest shortfalls caused by this modification will commence
with the August 2003 distribution date and should affect only the
below investment grade classes. The shortfalls are expected to be
repaid within the next three months. Fitch is also concerned with
the potential losses associated with the loans of concern.


KAISER ALUMINUM: Court Approves Stipulation with Pension Benefit
----------------------------------------------------------------
In view of the filing of the nine new Kaiser Debtors, Pension
Benefit Guaranty Corporation is required to file 24 separate
proofs of claim against each of the New Debtors for those claims
the New Debtors are jointly and severally liable to the Debtors'
defined benefit pension plans and PBGC.  Accordingly, PBGC is
required to file 216 separate proofs of claims.

PBGC is a wholly owned United States government corporation that
administers the defined benefit pension plan termination
insurance program under Title IV of the Employee Retirement
Income Security Act of 1974.

The Debtors and PBGC agree that the multiple claims would impose
an unnecessary administrative burden on and provide little, if
any, corresponding benefit.  In a Court-approved stipulation, the
Debtors and PBGC agree that each proof of claim PBGC filed on its
own behalf or on behalf of the Debtors' Pension Plans in Chapter
11 Case No. 02-10429 by delivery will be deemed to constitute the
filing of the proof of claim in each of the New Debtor's Chapter
11 cases.  The Debtors, including the New Debtors, acknowledge
that each proof of claim that PBGC previously delivered to the
Debtors' claims agent is timely filed in each of the New Debtors'
Chapter 11 cases for all purposes under the New Bar Date Order
and the New Bar Date Notice.

The Stipulation is intended solely for the purpose of
administrative convenience and will not affect the substantive
rights of the Debtors, PBGC or any party-in-interest, including,
without limitation, the Debtors' rights to object to each proof
of claim PBGC filed on any and all grounds, other than on the
ground that the proof of claim should have been filed in one or
more of the Debtors' cases other than Case No. 02-10429.  To the
extent that PBGC determines to file an amendment to one or more
of its proof of claim, any amendment will also be deemed to be
filed against all Debtors. (Kaiser Bankruptcy News, Issue No. 30;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


KCS ENERGY: Will Publish Second Quarter 2003 Results Tomorrow
-------------------------------------------------------------
KCS Energy, Inc. (NYSE: KCS) will release second quarter and six
months financial results for the period ended June 30, 2003 on
Wednesday, August 6, 2003. Management will conduct a conference
call to review the Company's financial and operating results.

The conference call is scheduled for 2:00 p.m. ET on Wednesday,
August 6, 2003.  Parties interested in listening to the conference
call should call 800-366-3908.  International callers should dial
303-262-2191.  For those unable to listen at that time, a replay
of the call will be available through August 13, 2003 at 800-405-
2236 for domestic callers or 303-590-3000 for international
callers.  The pass code for the replay is 548383.  The live call
and the replay can also be accessed via the Web at
http://www.vcall.com

KCS is an independent energy company engaged in the acquisition,
exploration and production of natural gas and crude oil with
operations in the Mid-Continent and Gulf Coast regions.

KCS Energy's March 31, 2003 balance sheet shows a working capital
deficit of about $13 million, and a total shareholders' equity
deficit of about $24 million.


KISTLER AEROSPACE: Court Clears $1.2 Mill. Interim DIP Financing
----------------------------------------------------------------
Kistler Aerospace Corporation sought and obtained interim approval
from the U.S. Bankruptcy Court for the Western District of
Washington to enter into a DIP Loan and Security Agreement with
Lenders and Bay Harbour Management, LC, a Florida limited
liability company as agent.

The Debtor reports insufficient available funds or sources of
working capital and financing needed to maintain its operations to
fund the costs and expenses of its chapter 11 case.  Absent
interim financing, the Debtor and its estate will suffer immediate
and irreparable harm.

The Debtor has been unsuccessful in its attempts to obtain interim
financing from other sources on terms more favorable other than
that of the Lenders. The Debtor was also unable to obtain interim
unsecured credit under section 503(b)(1) of the Bankruptcy Code as
an administrative expenses.  New credit on an interim basis is
unavailable to the Debtor without granting to the Lenders claims
having priority over that of administrative expenses specified in
Sections 503(b) and 507(b).

The Court has determined that the ability of the Debtor to finance
its operations in chapter 11 and the availability of sufficient
working capital through the incurrence of new indebtedness for
borrowed money in the best interests of the Debtor and its
creditors and estate.

Furthermore, the agreement has been negotiated in good faith and
at arm's length between the Debtor, the Agent and the Lenders, and
any credit extended to the Debtor will be deemed to have extended
and made in good faith within the meaning of Section 364(e) of the
Bankruptcy Code.

The Interim loans are required to meet the emergency cash
requirements of the Debtors pending Final Hearing currently
scheduled for August 6, 2003 at 11:00 a.m.  Consequently, the
Court grants the Debtor an authority to borrow from the Lenders on
an interim basis up to an aggregate of $1.2 million. The proceeds
of the DIP Loans will be used to pay actual postpetition ordinary
and necessary operating and other business expenses incurred in
this chapter 11 case.  The Debtor intends to borrow from the
Lenders, an aggregate principal amount of up to $4,6000,000 for
the initial 6-month term of the Agreement.

The Debtor's obligations to the Lenders will have administrative
superpriority under Section 364(c)(1) and the Lenders are also
granted, in accordance with Section 364(d)(1), valid and perfected
first priority security interest and liens on all Prepetition
Collateral and all proceeds of such Collateral.

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


LEAP WIRELESS: Files 4th Plan & 5th Disclosure Statement
--------------------------------------------------------
Leap Wireless files its Fourth Amended Plan of Reorganization and
Disclosure Statement dated July 25, 2003.  The Plan represents a
global settlement of all Intercompany Claims and Litigation
Claims between the Debtors and their Estates, the current and
former Holders of Old Vendor Debt, the current and former
administrative agents under the Vendor Debt Facilities and
Holders of Leap General Unsecured Claims.

Robert A. Klyman, Esq., at Latham & Watkins, in Los Angeles,
California, relates that the Official Committee of Unsecured
Creditors informed the Debtors that a substantial delay in
confirming the Plan could jeopardize the carefully crafted global
settlement.  In addition, the Debtors believe that the bankruptcy
filings have adversely affected their businesses.  The Debtors
also believe that prolonged bankruptcy proceedings will reduce
the recovery available to the creditors and will continue to
adversely affect the Cricket business.  Accordingly, the Debtors
urge the Holders of Claims and Interests to vote in favor of the
Plan.

The material modifications to the Plan include:

A. The Leap Creditor Trust Assets to be transferred to the trust
    are:

    (i) the PCS licenses in the Bemidji, Minnesota (10MHz);
        Brained, Minnesota (10 MHz); Escanaba, Michigan (10MHz);
        Pueblo, Colorado (10MHz); and Salem, Oregon (10MHz), Basic
        Trading Areas and any causes of action resulting from the
        proposed sale pursuant to a previously executed agreement;

   (ii) Leap's stake in the Idaho joint venture with NTCH;

  (iii) any Leap cause of action listed in Leap's Schedules,
        including the cause of action related to the Endesa note
        receivable, together with any Leap causes of action that
        are not otherwise released under the Plan and that do not
        have or could reasonably be expected to have a material
        adverse effect on the Debtors or the Reorganized Debtors
        or their respective businesses or prospects, as reasonably
        determined by the Debtors or the Reorganized Debtors, with
        prior approval Informal Vendor Debt Committee in
        accordance with the Plan;

   (iv) any cause of action that is part of the Leap Estate
        arising from Sections 542, 543, 544, 545, 547, 548, 549 or
        550 of the Bankruptcy Code under that Plan, that is not
        otherwise released under the Plan and that is not against
        a potential defendant that is a vendor, customer or other
        party with whom the Debtors or the Reorganized Debtors
        have or reasonably expect to have, a material business
        relationship, as reasonably determined by the Debtors or
        the Reorganized Debtors, with the prior approval of the
        Informal Vendor Debt Committee in accordance with the
        Plan;

    (v) any and all Tax Refunds that are to be delivered to the
        Leap Creditor Trust in accordance with the Plan;

   (vi) cash to be paid by Cricket in an amount equal to the Leap
        Deposits estimated to be approximately $2,500,000 (but if
        all the deposits are assumed by the Reorganized Debtors
        and corresponding amounts are paid by Cricket, the
        maximum amount would be approximately $3,300,000); and

  (vii) the PCS licenses in the Bozeman, Montana (20 MHz); Casper,
        Wyoming (15 MHz); Lewiston, Idaho (15MHz); and Redding,
        California (15 MHz) BTAs and any causes of action
        resulting from the proposed sale pursuant to the
        previously executed agreement.

    The Debtors reserve the right to merge, on or prior to the
    Effective Date with the consent of the Informal Vendor Debt
    Committee:

    (i) one or more License Holding Companies into another License
        Holding Company or into Cricket or Reorganized Cricket,
        or

   (ii) one or more Property Holding Companies into another
        Property Holding Company or into Cricket or Reorganized
        Cricket.

B. Claims

    As to the Claims against and Interests in Leap, Cricket,
    License Holding Companies, the estimated recovery of Class 1A
    Old Vendor Debt Claims is modified to 30-37% from 36-43%.  The
    Debtors may satisfy the distribution for Class 2A et seq.
    Claim with the funds from Cricket.  In addition, with respect
    to Leap, Class 4A is renamed as Subordinated General Unsecured
    Claims.  To the extent the Bankruptcy Court enters an order
    subordinating a Class 4 Claim against Leap, that claim will be
    placed in Class 4A.

C. Reserve for Disputed Claims

                        Leap Creditor Trust

    The Leap Creditor Trust Trustee will hold back from the
    distributions from the Leap Creditor Trust reserves in respect
    of each Administrative Claim and Disputed Claim against Leap
    until the Claims are resolved, so that the total amount of all
    Allowed Leap Administrative Claims and Allowed Leap General
    Unsecured Claims includes the sum of (i) each estimated
    Administrative Claim not otherwise fully reserved for by Leap,
    (ii) the amount of each Disputed Claim (or the maximum
    amount of any such Disputed Claim as estimated by the
    Bankruptcy Court pursuant to Section 502(c) of the Bankruptcy
    Code, if less), and (iii) potential rejection claims, until
    the Claims are resolved.

         Cricket Companies' Administrative and Priority Claims

    Prior to the Confirmation Date, Cricket will establish an
    Appropriate reserve in an amount to be agreed upon by Cricket
    and the Informal Vendor Debt Committee, to satisfy Allowed
    Administrative Claims against Cricket and the other Cricket
    companies through and including the Effective Date and Allowed
    Priority Claims against Cricket and the other Cricket
    companies.  If and to the extent that the reserves are
    insufficient to satisfy all Allowed Administrative Claims and
    Allowed Priority Claims, the Claims will be satisfied by other
    assets of Cricket.

           Reserve for Disputed Old Vendor Debt Claims

    Prior to the Effective Date, Cricket will establish a reserve
    in respect of each Disputed Old Vendor Debt Claim, by holding
    back that portion of the Old Vendor Debt Distribution that
    would be distributed in respect of each Disputed Old Vendor
    Debt Claim as if the Claim was an Allowed Claim on the
    Effective Date, until the Disputed Claim is resolved. If the
    resolution of a Disputed Old Vendor Debt Claim results in the
    Claim becoming an Allowed Old Vendor Debt Claim, that portion
    of the Old Vendor Debt Distribution held back in respect of
    the Claim will be Distributed to the Holder thereof as
    promptly as practicable.

D. Executory Contracts and Unexpired Leases

    If a Debtor other than Cricket assumes a contract or lease and
    the non-Debtor party to the contract or lease objects to the
    Debtors' ability to provide adequate assurance of future
    performance, the Debtor may assign the contract or lease to
    Cricket.  In that circumstance, Cricket may demonstrate
    Cricket's ability to provide adequate assurance of future
    performance.

    (1) Assumption and Cure

        If, as of the date the Court enters the Confirmation
        Order, there is pending before the Bankruptcy Court a
        dispute concerning the cure amount or adequate assurance
        for any particular contract or lease, the assumption of
        the contract or lease will be effective as of the date the
        Bankruptcy Court enters and orders resolving any dispute
        and authorizing assumption by the applicable Debtor.
        Moreover, the assumption of the Lucent System Equipment
        Purchase Agreement is conditioned upon Cricket's payment
        of the applicable cure amount and Cricket demonstrating
        adequate assurance of future performance.

        The Debtors reserve the right to amend the Assumption
        Schedule at or prior to the Confirmation Hearing.  If the
        Debtors add a contract or lease to the Assumption Schedule
        after the Assumption Schedule is originally filed, the
        Debtor party to the applicable contract or lease will
        serve the non-Debtor party to the contract or lease with
        notice:

        (i) that the contract or lease has been added to the
            Assumption Schedule, and

       (ii) of the Debtor's proposed cure amount.

        The Non-Debtor will have 30 days after service of the
        Amended Assumption Schedule Notice to File and serve and
        objection to the cure amount.  To the extent the parties
        have a dispute with respect to the cure amount, the
        Debtors will create a reserve for the full amount of the
        cure amount pending resolution of the dispute.

    (2) Rejections

        Based on their review, the Debtors currently believe that
        the total amount of rejection damages solely for Leap will
        not exceed $15,000,000.  Leap has not yet finalized its
        list of contracts and leases to be rejected, and the
        estimate could vary materially after Leap has finally
        determined which contracts and leases to reject, rejection
        damage claims have been filed by the other parties to
        contracts and leases that are rejected, and the claims
        have been settled between Leap and the parties or
        otherwise have been resolved.  Any rejection damages will
        be classified as Class 4 General Unsecured Claims against
        Leap.

D. Feasibility

    The Debtors project that the Reorganized Leap would accumulate
    cash during the seven-year projection period, with projected
    cash balances growing from $112,600,000 at the Effective Date
    to $169,400,000 at the end of 2006 to $263,100,000 at the end
    of 2010, with the Reorganized Debtors repaying the outstanding
    FCC Debt and New Senior Notes in full over the same period of
    time.  Reorganized Leap also would incur an aggregate of
    $647,400,000 in capital expenditures during this same period.
    The Reorganized Leap aims to generate EBITDA of $83,600,000
    In 2004, $210,600,000 in 2006 and $344,600,000 in 2010 with
    net income (loss) of $(10,100,000), $83,500,000 and
    $140,100,000 in each of 2004, 2006 and 2010, respectively.

E. Confirmation Hearing

    Pursuant to Section 1128 of the Bankruptcy Code, the
    Confirmation Hearing is scheduled for September 29, 2003 at
    10:00 a.m., Pacific Time.  Objections to the Confirmation of
    the Plan must be filed with the Court and served on parties so
    as to be received by the parties before 4:00 p.m., Pacific
    Time on September 8, 2003.

                           Plan Opposition

Judge Adler approved Leap's Fifth Amended Disclosure Statement at
a hearing last week in San Jose.  MCG PCS, Inc., Leap's major
shareholder, opposes the plan and intends to solicit votes against
the company's restructuring proposal.  MCG says the company is
undervalued under the plan by a wide margin.  (Leap Wireless
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

LORAL SPACE: Bringing-In Greenhill & Co. as Financial Advisors
--------------------------------------------------------------
Loral Space & Communications Ltd., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York
for authority to retain Greenhill & Co., LLC, as their financial
advisor and investment banker in their chapter 11 cases.

Greenhill is well qualified to serve as the Debtors' financial
advisor.  Greenhill is a leading corporate finance investment bank
and has provided financial advice to numerous major corporate
entities and investors worldwide.  Greenhill is also very familiar
with the Debtors' businesses and financial affairs.  Its
engagement will facilitate the provision of the services required
by the Debtors in their chapter 11 cases.

Greenhill's experience and expertise, its knowledge of the capital
markets, and its merger and acquisition capabilities, will inure
to the benefit of the Debtors in providing an enterprise valuation
of the Debtors and in pursuing any Reorganization, Financing, or
Sale. The Debtors expect Greenhill to provide:

     A. General Financial Advisory Services:

        1. review and analyze the business, operations,
           properties, financial condition, and prospects of the
           Debtors;

        2. evaluate the Debtors' debt capacity in light of
           projected cash flows;

        3. assist in the determination of an appropriate capital
           structure for the Debtors;

        4. assist the Debtors in negotiations with their lenders
           and other parties;

        5. determine a range of values for the Debtors on a
           going concern basis and on a liquidation basis;

        6. assist the Debtors in the formulation and
           implementation of any plan to delever their capital
           structure;

        7. advise and attend meetings of the Debtors' Boards of
           Directors and their Committees and, if appropriate,
           their creditors;

        8. participate in hearings before any court with respect
           to the matters upon which Greenhill has provided
           advice, including, as relevant, coordinating with the
           Debtors' counsel as to necessary testimony relating
           thereto; and

        9. advise and assist the Debtors in structuring and
           effecting the financial aspects of any
           Reorganization, Financing, and/or Sale, subject to
           the terms and conditions of the Greenhill
           Agreement.

     B. Reorganization Services:

        1. provide financial advice and assistance to the
           Debtors in developing and seeking approval of a
           Reorganization plan under chapter 11 of the
           Bankruptcy Code;

        2. provide financial advice and assistance to the
           Debtors in structuring any new securities, other
           consideration, or other inducements to be offered
           and/or issued under the Plan;

        3. assist the Debtors and/or participate in negotiations
           with entities or groups that may be impaired by the
           Plan; and

        4. assist the Debtors in preparing documentation within
           Greenhill's area of expertise as required in
           connection with the Plan.

     C. Financing Services:

        1. provide financial advice and assistance to the
           Debtors in structuring and effecting a Financing,
           identify potential Investors, and, at the Debtors'
           request, contact such Investors;

        2. if Greenhill and the Debtors deem it advisable,
           assist the Debtors in developing and preparing a
           memorandum under the terms described in the Greenhill
           Agreement; and

        3. assist the Debtors and/or participate in negotiations
           with potential Investors.

     D. Sale Services:

        1. provide financial advice and assistance to the
           Debtors in connection with a Sale, identify potential
           acquirors and, at the Debtors' request, contact such
           potential acquirors;

        2. assist the Debtors in preparing a memorandum, to be
           used in soliciting potential acquirors under the
           terms described in the
           Greenhill Agreement; and

        3. assist the Debtors and/or participate in negotiations
           with potential acquirors.

Bradley A. Robins disclose that Greenhill will be paid:

     A. a $1,000,000 initial financial advisory fee;

     B. $200,000 per month;

     C. a $7,000,000 Transaction Fee if within 18 months, a
        Reorganization or Financing is consummated; and

     D. Sale Fees equal to:

                Sale Value            Sale Fee Percentage
          -----------------------     -------------------
             $100,000,000 or less           2.00%
             $200,000,000                   1.50%
             $500,000,000                   1.00%
           $1,000,000,000                   0.85%
           $2,000,000,000                   0.55%
           $5,000,000,000                   0.30%
          $10,000,000,000 or more           0.20%

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


MAGELLAN HEALTH: Secures Deutsche Bank's $230MM Exit Financing
--------------------------------------------------------------
Magellan Health Services, Inc. (OCBB:MGLH) has accepted a letter
from Deutsche Bank under which Deutsche Bank has committed,
subject to certain conditions, to provide Magellan with a credit
facility totaling $230 million effective on Magellan's exit from
its Chapter 11 bankruptcy proceedings. The new credit facility
will replace the credit facility contemplated by the Plan of
Reorganization filed by Magellan on March 26, 2003 and will
provide reorganized Magellan with more favorable terms and greater
financial flexibility than it would have had under the previously
contemplated credit facility.

The commitment for the new facility has the support of the
Official Committee of Unsecured Creditors appointed in Magellan's
Chapter 11 case. Magellan stated that it expects to consummate the
new facility upon its emergence from Chapter 11 in September 2003.

"The refinancing of Magellan's senior secured debt through the
Deutsche Bank commitment further enhances the prospective strength
and value of reorganized Magellan," said Steven J. Shulman, CEO of
Magellan Health Services. "In Deutsche Bank, Magellan will have a
strong financial partner that shares the goal of positioning the
company to compete and succeed when it emerges from Chapter 11. We
are pleased with the commitment Deutsche Bank has delivered and
look forward to a mutually rewarding relationship with them."

Mark S. Demilio, chief financial officer of Magellan, stated,
"With this new credit facility and the equity commitment we
previously announced, we expect to exit Chapter 11 with a strong
and sustainable balance sheet and the financial flexibility to
continue to enhance service and product offerings for our members,
customers and providers while investing in Magellan's future as
the industry leader. Deutsche Bank's commitment is further
evidence of the confidence that the financial community has in the
strength of our business and the prospects for our future
performance."

The new credit facility will have a maturity of approximately five
years compared to approximately two years under the previously
contemplated credit facility. Interest rates under the new
facility are contemplated to be less than under the previously
contemplated facility. The components of the new facility will be
term loans of $100 million; the ability to borrow additional
funds, and/or issue letters of credit, of up to $50 million under
a revolving loan facility; and the ability to issue letters of
credit of up to $80 million under a separate letter of credit
facility. Magellan will use the proceeds from the term loans, as
well as cash on hand, to pay in full the outstanding loans under
its current credit facility of approximately $160 million. Letters
of credit currently outstanding and supported by the current
credit facility will be supported by the new facility.

The complete terms of the commitment letter will be filed with the
U.S. Bankruptcy Court for the Southern District of New York.

The Deutsche Bank commitment is subject to certain conditions as
set forth in the commitment letter, including approval by the
Bankruptcy Court having jurisdiction over Magellan's Chapter 11
case and certain other conditions customary for commitments of
this nature. The consummation of the new facility with Deutsche
Bank and the effectiveness of Magellan's restructuring are
conditioned on confirmation and consummation of the Plan in
accordance with the U.S. Bankruptcy Code.

Gleacher Partners LLC is serving as financial advisor to Magellan
Health Services, and Weil, Gotshal & Manges LLP is bankruptcy
counsel to Magellan Health Services.

Headquartered in Columbia, Md., Magellan Health Services (OCBB:
MGLH), is the country's leading behavioral managed care
organization, with approximately 65 million covered lives. Its
customers include health plans, corporations and government
agencies.


MAGELLAN HEALTH: Amended Plan's Claim Classification & Treatment
----------------------------------------------------------------
This table summarizes the classification and treatment of the
principal prepetition Claims and Interests under Magellan Health
Services, Inc.'s Plan and in each case reflects the amount and
form of consideration that will be distributed in exchange for
these Claims and Interests and in full satisfaction, settlement,
release and discharge of these Claims and Interests:

Class   Description             Treatment
-----   ----------------------  ---------------------------------
         Administrative Expense  Payment in full.
         Claims

         Priority Tax Claims     Payment in full on Effective Date
                                 or over six years from the date
                                 of assessment of the tax, with
                                 interest or payment as otherwise
                                 agreed.

    1    Senior Secured Lender   At the option of the Debtors,
         Claims                  holders of Senior Secured Lender
                                 Claims will receive either
                                 $50,000,000 in Cash and the New
                                 the New Secured Obligations or
                                 payment in full.

    2    Other Secured Claims    Reinstated or any other treatment
                                 determined by the Debtors.

    3    Priority Non-Tax        Paid in full in cash on the later
         Claims                  of the Effective Date and the
                                 date on which the Claim is
                                 Allowed.

    4    Aetna Claims            $15,000,000 in Cash and the New
                                 Aetna Note.

    5    Provider Claims         Reinstated.

    6    Customer Claims         Reinstated.

    7    Senior Note Claims      Cash equal to the Note Claim
                                 Percentage of the Cash
                                 Distribution Amount and New Notes
                                 with a principal amount equal to
                                 the Senior Note Claims inclusive
                                 of interest at 10 3/8% per annum
                                 through the Effective Date less
                                 the Cash Payment.

    8    Senior Subordinated     A number of shares of New Common
         Note Claims             Stock equal to the product of the
                                 Class 8/Class 9 Distributable
                                 Share Amount and the Note Claim
                                 Percentage, subject the Partial
                                 Cash-out Election and the Equity
                                 Subscription Rights.

    9    Other General           For each $1,000 of Allowed
         Unsecured Claims        General Unsecured Claims, a
                                 principal amount of New Notes
                                 equal to the Note Distribution
                                 Amount, Cash Equal to the
                                 holder's Ratable Proportion of
                                 the Other General Unsecured Claim
                                 Percentage of the Cash
                                 Distribution Amount, the holder's
                                 Ratable Proportion of shares of
                                 New Common Stock equal to the
                                 product of the Other General
                                 Unsecured Claim Percentage and
                                 Class 8/Class 9 Distributable
                                 Share Amount, subject the Partial
                                 Cash-Out Election and the Equity
                                 Subscription Rights.

   10    Convenience Claims      Paid in full in Cash.

   11    Intercompany Claims     Reinstated.

   12    Subsidiary Equity       Reinstated.
         Interests

   13    Magellan Preferred      Class 13 Distributable Share
         Stock Interests         Amount of shares of New Common
                                 Stock equal to the Class 13
                                 Distributable Share Amount.

   14    Magellan Common         Class 14 Distributable Share
         Stock Interests         Amount of shares of New Common
                                 Stock equal to the Class 14
                                 Distributable Share Amount.

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


MICRON TECHNOLOGY: SEC Declares Registration Statement Effective
----------------------------------------------------------------
On July 30, 2003, Micron Technology, Inc., filed an amendment to
its Registration Statement on Form S-3 with the Securities and
Exchange Commission relating to the resale by selling
securityholders of its 2.5% Convertible Subordinated Notes due
February 1, 2010, and the Common Stock issuable upon conversion of
the Notes. The Company will not receive any proceeds from the
resale of the Notes or the underlying Common Stock. The
Registration Statement was declared effective by the SEC on
August 1, 2003.

As reported in Troubled Company Reporter's June 23, 2003 edition,
Standard & Poor's Ratings Services revised its outlook on Micron
Technology Inc., to negative from stable, reflecting continued
price pressures and weak demand levels, which have pressured the
company's profitability and liquidity. At the same time, Standard
& Poor's affirmed its 'B+' corporate credit and 'B-' subordinated
debt ratings on the Boise, Idaho-based supplier of "dynamic
memory" chips.

At May 31, 2003, Micron had about $1.1 billion of debt and
capitalized operating leases outstanding.


MIKE TYSON: Case Summary and Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Michael G. Tyson
             c/o Barry Hankerson
             155 W. 19th Street
             New York, New York 10011

Bankruptcy Case No.: 03-41900

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Mike Tyson Enterprises, Inc.               03-41901

Type of Business: Professional boxer and former heavyweight
                  champion of the world

Chapter 11 Petition Date: August 1, 2003

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtors' Counsel: Robert Joel Feinstein, Esq.
                  Pachulski, Stang, Ziehl, Young, Jones &
                   Weintraub P.C.
                  461 Fifth Avenue
                  25th Floor
                  New York, NY 10017-6234
                  Tel: (212) 561-7700
                  Fax: (212) 561-7777

                        -and-

                  Debra Grassgreen, Esq.
                  Pachulski, Stang, Ziehl, Young, Jones &
                   Weintraub P.C.
                  Three Embarcadero Center,
                  Suite 1020
                  San Francisco, CA 94111
                  Tel: 415-283-7000
                  Fax: 415-263-7010

                            Estimated Assets:   Estimated Debts:
                            -----------------   ----------------
Michael G. Tyson            $10MM to $50MM      $10MM to $50MM
Mike Tyson Enterprises      $10MM to $50MM      $1MM to $10MM

Michael G. Tyson's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Internal Revenue Service    Taxes                  $13,368,233
Fresno, CA 93888

Inland Revenue Service -    Taxes                   $4,000,000
Taxes UK

Ziffren, Brittenham &       Legal Services            $382,028
Branca
1801 Century Park West
Los Angeles, CA 90067
Tel: 310-286-9971

USI of Southern California  Insurance                 $257,555
Ins. Services
PO Box 9004
Van Nuys, CA 91409
Tel: 818-704-1000

Jewelers, Inc.               Jewelry                  $173,706

Jimmerson Hansen             Legal Services           $130,528

Darius Rugs                  Home Furnishings          $78,000

Ferrari of Beverly Hills     Litigation                $60,603

E&R Electric, Inc.           Home Improvements         $54,408

Kimberly Scarborough         Debt                      $51,949

Kajan Mather and Barish      Legal Services            $45,617

Don King                     Litigation              Unliquidated

Lennox Lewis                 Litigation              Unliquidated

Lion Promotions LLC          Litigation              Unliquidated

Roosevelt McKinley           Litigation              Unliquidated

Monica Turner Tyson          Litigation              Unliquidated

Wonda Laquette Graves        Litigation              Unliquidated

Keith Rhodes                 Litigation              Unliquidated

Mitch Rose                   Litigation              Unliquidated

WBC, Inc.                    Litigation              Unliquidated

Mike Tyson Enterprises' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
BLH Management Company      Consultant                $500,000
Barry Hankerson
10345 West Olympic Blvd.
2nd Floor
Los Angeles, CA 90064
Tel: 646-638-2585

J & J Management, Inc.       Consultant               $450,000
(Jimmy Henchmen)
c/o S.E.C.R.E.T.S. Fin'l
Group, LLC
1133 Broadway
Suite 1127
New York, NY 10010
Tel: 646-336-6503

CLS-Limo Services            Transportation           $308,749
15303 Ventura Blvd.
Suite 1100
Sherman Oaks, CA 91403
Tel: 818-981-9700

Michigan Dept. of Treasury   Taxes                    $224,621

Assante Business Management  Accounting Services      $162,624

Jeff Wald                    Consultant               $150,000

Travelers Gateway Center     Insurance                $111,361

Holland & Knight, LLP        Legal Services           $101,305

Georgia Income Tax Division  Taxes                     $92,580

Greenberg Glusker Fields     Legal Services            $80,160

Lionel Sawyer & Collins      Legal Services            $62,374

Barksdale, Vernon M.D.       Medical Services          $57,242

James Rosamond               Consultant                $50,000

Diamond Resort               Hotel & Lodging           $30,000

Mitchell E. Gibson, M.D.     Medical Services          $29,360

Proskauer Rose, LLP          Legal Services            $28,046

Don King                     Litigation              Unliquidated

Lennox Lewis                 Litigation              Unliquidated

Lion Promotions LLC          Litigation              Unliquidated

Roosevelt McKinley           Litigation              Unliquidated


MIRANT CORP: First Creditors' Meeting to Convene on August 21
-------------------------------------------------------------
William T. Neary, the United States Trustee for Region 6, has
called for a meeting of the Mirant Debtors' Creditors pursuant to
11 U.S.C. Sec. 341(a) to be held on August 11, 2003 at 2:00 p.m.
The Meeting will be held at Fritz G. Lanham Federal Building, 819
Taylor Street, Room 7A24, in Ft. Worth, Texas

All creditors are invited, but not required, to attend.  This
Official Meeting of Creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
office of the Debtor under oath. (Mirant Bankruptcy News, Issue
No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONAL STEEL: Proposes Solicitation and Tabulation Procedures
---------------------------------------------------------------
National Steel Corporation and its debtor-affiliates ask the Court
to establish procedures for the solicitation and tabulation of
votes to accept or reject their Joint Plan of Liquidation.  The
Debtors also ask the Court to approve:

    * the form and manner of notice of the disclosure statement
      hearing;

    * the proposed record date and voting deadline;

    * the treatment of claims for notice and voting purposes; and

    * confirmation objection deadline and procedures.

        Form and Manner of Notice of the Disclosure Statement

Pursuant to Rule 3017(a) of the Federal Rules of Bankruptcy
Procedure, the Court has set a hearing on August 19, 2003 to
consider the adequacy of the Debtors' Disclosure Statement.
Bankruptcy Rule 2002(b) requires the Debtors to give notice of
the hearing by mail to their equity security holders.
Consequently, the Debtors have provided these parties with a
notice attached to the Proposed Solicitation Order:

    1) The U.S. Trustee;
    2) The Securities and Exchange Commission;
    3) The District Director for the Internal Revenue Service;
    4) Counsel for the Creditors' Committee;
    5) All parties on the Master Service List;
    6) Parties on the Bankruptcy Rule 2002 List;
    7) All creditors with filed claims;
    8) All creditors with scheduled claims; and
    9) All parties to executory contracts.

The Debtors did not mail the Disclosure Statement Hearing Notice
to each individual equity security holder.  The Debtors defend
that the circumstances of their Chapter 11 cases make providing a
notice of the Disclosure Statement Hearing by actual mail to
their public equity holders impractical and costly.  The Debtors
explain that these equity holders are not receiving a recovery
under the Plan, are not voting on the Plan and are deemed to have
rejected the Plan.

The Debtors believe that the notice procedures provide sufficient
and appropriate notice to all parties-in-interest of the
Disclosure Statement Hearing as well as the procedure for
objecting to the adequacy of the Disclosure Statement.

                         Record Date

To have sufficient time to compile a list of bondholders, the
registrars of the Debtors' securities need advance notice of the
date that will serve as the record date.  Thus, the Debtors
propose to fix August 12, 2003 -- a week before the Disclosure
Statement hearing -- as the record date for determining (i)
creditors entitled to receive Solicitation Packages and (ii)
creditors entitled to vote to accept or reject the Plan.

           Temporary Allowance of Claims for Voting

The Debtors maintain that certain creditors have claims that are
contingent, unliquidated or disputed.  Under applicable
Bankruptcy Rules, these creditors are not entitled to vote on the
Plan.  Pursuant to Section 105(a) of the Bankruptcy Code, the
Debtors propose to fix September 30, 2003 at 4:00 p.m. as the
deadline for any creditor to file and serve a motion pursuant to
Bankruptcy Rule 3018(a) seeking temporary allowance of a claim
for voting purposes.

The Debtors further propose that any party timely filing and
serving a Rule 3018(a) Motion be provided a ballot and be
permitted to cast a provisional vote to accept or reject a plan.
If the parties are not able to resolve the issues by the Voting
Deadline, the Court will consider the motion at the Confirmation
Hearing and will determine the amount in which the particular
creditor will be entitled to vote.

                      Solicitation Procedures

                    (A) Duties of Voting Agent

The Debtors have asked Logan & Company, Inc. to act as the voting
agent for the solicitation of votes with respect to the Plan.
Logan will assist the Debtors in:

    a) mailing Solicitation Packages;

    b) receiving, tabulating, and reporting on Ballots cast for or
       against the Plan by holders of claims against the Debtors;

    c) responding to inquiries from creditors relating to the
       Plan, the Disclosure Statement, the Ballots and related
       matters including the voting procedures and requirements;

    d) soliciting votes on the Plan, and

    e) contacting creditors regarding the Plan.

                            (B) Ballots

Bankruptcy Rule 3017(d) requires the Debtors to mail a form of
Ballot only to "creditors and equity security holders entitled to
vote on the plan."  The Debtors propose to distribute to
creditors the proposed form of Ballots for classes NSC-3, NSC-4,
NSC-5, NSC-6, NSP-3, NSP-4, PRO-3, PRO-4, Inactive-2 and No
Asset-2.  The forms for the Ballots are based on Official Form
No. 14 but have been modified to address the particular aspects
of their Chapter 11 cases and to include certain additional
information that the Debtors believe are relevant and appropriate
for each class of Claims.  The appropriate Ballot forms will be
distributed to claimholders in these Classes entitled to vote
under the Plan:

    Ballot No.1   Ballot for holders of: Class NSC-3 PBGC Claims;
                  NSP-3 PBGC Claims; PRO-3 PBGC Claims; Inactive-2
                  PBGC Claims; and No Asset-2 PBGC Claims

    Ballot No.2   Beneficial Owner Ballot for holders of Class
                  NSC-4 Bond Claims against the NSC Debtors

    Ballot No.3   Master Ballot for holders of Class NSC-4 Bond
                  Claims against the NSC Debtors

    Ballot No.4   Ballot for holders of Class NSC-5 Mitsubishi and
                  Marubeni Claims against the NSC Debtors

    Ballot No.5   Ballot for holders of Class NSC-6 General
                  Unsecured Claims against the NSC Debtors

    Ballot No.6   Ballot for holders of Class NSP-4 General
                  Unsecured Claims against the NS Pellet Debtors

    Ballot No.7   Ballot for holders of Class PRO-4 General
                  Unsecured Claims against the ProCoil Debtors

All creditor Ballots will be accompanied by pre-addressed,
postage prepaid return envelopes addressed to Logan at:

         Logan & Company, Inc.
         546 Valley Road, Upper Montclair,
         New Jersey, 07043
         Attention: National Steel Corporation, et al.

Ballots sent to the holders of the Debtors' Bonds will be
accompanied by pre-addressed, postage prepaid return envelopes
addressed to the beneficial owner's record holder.

                 (C) Content of General Transmittal
                       of Solicitation Package

The Debtors intend to transmit by August 25, 2003 a solicitation
package containing:

    * the Plan;
    * the Disclosure Statement;
    * an appropriate Ballot;
    * the Confirmation Hearing Notice;
    * the Solicitation Procedures Order; and
    * other information the Court may direct or approve.

This package will be sent to the holders of claims in Classes
NSC-3, NSC-4, NSC-5, NSC-6, NSP-3, NSP-4, PRO-3, PRO-4, Inactive-
2 and No Asset-2 by U.S. mail, first-class postage prepaid, or by
hand or overnight courier.  The Debtors propose that claim
holders under these classes (i) who have filed timely proofs of
claim that have not been disallowed by the Record Date, or (ii)
whose claims are scheduled in the Schedules, receive a
Solicitation Package.  To avoid duplication and reduce expenses,
the Debtors intend that creditors who have filed duplicate claims
in any given class will be required to receive only one package
and one Ballot for voting their claims.  Solicitation Packages
will also be mailed to the master service list, the 2002 List and
the U.S. Trustee.

The Debtors will not include in the package certain exhibits or
appendices to the Plan and Disclosure Statement that are
voluminous.  All these exhibits and appendices will be filed with
the Court and will be available for review.

        (D) Transmittal of Solicitation Packages to Holders
          of Contingent, Unliquidated and Disputed Claims

For all persons or entities listed on the Debtors' Schedules as
having a claim or a portion of claim which is disputed,
unliquidated or contingent or which is scheduled as zero or
unknown in amount, the Debtors plan to distribute a Solicitation
Package that contains, in lieu of a Ballot and the Confirmation
Hearing Notice, a Notice of Disputed Claim Status.  This notice
informs the receiver that its claim has been identified as
disputed, contingent or unliquidated or that it is scheduled as
Zero or unknown in amount.  The receiver will be instructed to
contact the Voting Agent to get a Ballot for the claim if a Rule
3018(a) Motion is timely filed.

     (E) Special Procedures for Holders of Class NSC-4 Claims
                   Transmittal to Record Holders

Because of the complexity and difficulty associated with reaching
the beneficial owners of publicly traded securities and with
identifying the Beneficial Bondholders, the Debtors contemplate
that all known record holders will be required to provide Logan
with the addresses of these beneficial holders, as of the Record
Date, in electronic format by August 21, 2003.  For those who
will fail to provide this information, the Debtors will require
the Record Holders to send the appropriate solicitation materials
so as to maximize the likelihood that the Beneficial Bondholders
will be given the opportunity to review the Disclosure Statement
and to vote on the Plan in a timely manner.

The Solicitation Packages to be sent by Record Holders to the
Beneficial Bondholders will include a Ballot and a return
envelope.  The Record Holders must then summarize the individual
votes on a master Ballot to be provided by the Debtors.  The
Record Holder will then return the Ballot to the Voting Agent by
the Voting Deadline.

                (F) Procedures for Vote Tabulation

To avoid uncertainty, to provide them and Logan some guidelines,
and to avoid inconsistent results, the Debtors ask the Court to
establish these procedures for tabulating the votes to accept or
reject the Plan:

    (a) Votes Counted

        Any timely received Ballot containing sufficient
        information to permit the identification of the claimant
        will be counted and will be deemed to be cast as an
        acceptance or rejection, as the case may be, of the Plan.
        The Debtors ask the Court to order that each Record
        Holder or Beneficial Bondholder will be deemed to have
        voted the full principal amount of its claim relating to
        the Bonds, notwithstanding anything to the contrary on the
        Ballot.

    (b) Votes Not Counted

        These Ballots will not be counted or considered for any
        purpose in determining whether the Plan has been accepted
        or rejected:

        * Any Ballot received after the Voting Deadline unless the
          Debtors have granted an extension;

        * Any Ballot that is illegible or contains insufficient
          information to permit the identification of the
          claimant;

        * Any Ballot cast in a manner that neither indicates an
          acceptance nor rejection of the Plan or that indicates
          both an acceptance and rejection of the Plan;

        * Any unsigned Ballot;

        * Any Ballot form other than the official form Logan sent
          or its copy;

        * Any copy of a Ballot without an original signature;

        * Any Ballot that is sent by facsimile transmission;

        * Any Ballot cast by a person or entity that does not hold
          a claim in a class that is entitled to vote to accept or
          reject the Plan; or

        * Any Ballot cast for a claim identified as unliquidated,
          contingent, or disputed and for which no Rule 3018(a)
          Motion has been filed by the September 30, 2003
          deadline.

    (c) Changing Votes

        Whenever two or more Ballots are cast voting the same
        claim before the Voting Deadline, the Ballot dated the
        latest will be deemed to reflect the voter's intent, and
        thus, to supersede any previous Ballots.

    (d) No Division of Claims, Interests or Votes

        The Debtors ask the Court to clarify that creditors may
        not divide their claims or interests, or the associated
        votes.  Holders of claims or interests who vote must vote
        all of their claims or interests within a particular class
        either to accept or reject the Plan.  A Ballot partially
        accepting and partially rejecting the Plan or Ballots
        voting inconsistently will not be counted for any
        purposes.

    (e) Counting Ballots from Beneficial Holders

        All Record Holders through which beneficial owners hold
        Bonds will be required to receive and summarize on a
        Master Ballot all Beneficial Owner Ballots cast by the
        beneficial owners and to retain the individual Ballots for
        one year after the Voting Deadline for purposes of Court
        inspection.

        To avoid double counting, the Debtors suggest that:

        -- votes cast by beneficial owners of Bonds through a
           Record Holder and transmitted by a Master Ballot be
           applied against the positions held by the Record Holder
           with respect to the Bonds; and

        -- votes submitted by a Record Holder on a Master Ballot
           not be counted in excess of the position maintained by
           the Record Holder on the Record Date in the Bonds.

        To the extent that conflicting, double or over-votes are
        submitted, Logan may attempt to resolve the votes before
        the Voting Deadline to ensure that the votes of Beneficial
        Bondholders are accurately tabulated.  If this cannot be
        reconciled by the Voting Deadline, Logan will count the
        votes with respect to the Master Ballot in the same
        proportion as the votes to accept and reject the Plan
        submitted on the Master Ballot that contained the
        conflicting votes, but only to the extent of the a Record
        Holder's position on the Record Date in the Bonds.

                          Voting Deadline

All Ballots are due seven days before the Confirmation Hearing.
All Ballots must state whether the Plan is accepted or rejected.
The Debtors will transmit the Solicitation packages by August 26,
2003.  Accordingly, the Voting Deadline allows for at least 45
days of voting after mailing of the Solicitation Packages.  To be
counted, Ballots must be returned to Logan by the Voting Deadline
by mail, overnight delivery, or hand delivery.  Any Ballot
submitted by facsimile transmission will not be counted.

                Determination of Treatment of Claims
                   for Notice and Voting Purposes

Under the Plan, the holders of claims in Classes NSC-1, NSC-2,
NSP-1, NSP-2, PRO-1 and PRO-2 are not impaired as defined in
Section 1124 of the Bankruptcy Code.  Under Section 1126(f), the
Unimpaired Creditors are conclusively presumed to have accepted
the Plan, and solicitation of votes from the creditors is not
required.  Bankruptcy Rule 3017(d) states that the Court may
order that a plan and disclosure statement need not be
distributed to holders of unimpaired claims that are conclusively
presumed to have accepted a plan.

The holders of Interests under Classes NSC-7, NSP-5, PRO-5,
Inactive-3 and No Asset-3 will not receive any distributions
under the Plan.  Pursuant to Section 1126(g), these holders are
deemed to reject the Plan and solicitation of votes in these
Classes is unnecessary.

In lieu of Solicitation Packages, the Debtors will mail to the
Unimpaired Creditors a copy of the notice of non-voting status
with respect to unimpaired classes.  The Debtors will also mail
to Non-Voting Shareholders a copy of the notice of non-voting
status with respect to equity interests.

Both notices of non-voting status provide:

    * a notice of the Disclosure Statement approval;

    * a notice of the Plan filing;

    * instructions on how to obtain or view the copies of the
      Disclosure Statement and Plan and other documents;

    * information regarding the Confirmation Hearing; and

    * detailed directions for filing confirmation objections by
      the Confirmation Objection Deadline.

       Confirmation Hearing Date and Confirmation Objections

The Debtors ask the Court to set a hearing date to consider
confirmation of the Plan not earlier than October 20, 2003.

Pursuant to Rule 3020(b)(1), objections to confirmation of a plan
must be filed and served "within a time fixed by the Court."
Thus, the Debtors ask Judge Squires to set a date 20 days before
the Confirmation Hearing Date as the last Date for filing and
serving Plan Confirmation objections.  Only timely filed and
served written Confirmation Objections will be considered.

Confirmation Objections must:

    -- be in writing;

    -- comply with Bankruptcy Rules and Local Rules;

    -- indicate the objector's name, and the nature and amount
       of any claim asserted by the objector against the Debtors;

    -- state with particularity the legal and factual bases for
       the objection, including suggested language to be added or
       existing language to be amended or deleted; and

    -- be filed with the Court together with a proof of service.

Objections must be served by personal service, overnight
delivery, or first-class mail so as to be received no later than
the Objection Deadline by these parties:

    1) Counsel for the Debtors;
    2) United States Trustee;
    3) counsel for the Creditors' Committee;
    4) counsel for the Bondholders' Committee;
    5) counsel for Mitsubishi Corporation; and
    6) counsel for Marubeni Corporation;
(National Steel Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NATIONSRENT: UBS Securities Asks for Summary Judgment on Fees
-------------------------------------------------------------
UBS Securities LLC, formerly known as UBS Warburg LLC, asks the
Court to issue a summary judgment on the payment of its fees owed
by NationsRent Inc., and its debtor-affiliates.

UBS Securities asserts that there were certain key admissions
made by the Debtors regarding consummated transactions between
them and Baupost Group, LLC and its affiliates.  The Debtors had
initially denied the closure of any transaction.

UBS Securities explains that the Transaction involves an
$80,000,000 investment of new money into the Debtors by Baupost
in return for stock and debentures.  The actual occurrence of a
Transaction triggered UBS Securities' "Transaction Fee" as agreed
in its engagement letter with the Debtors.  UBS Securities is
entitled to a receive a transaction fee equal to the greater of
$1,000,000 or an amount to be determined based on a formula that
includes, among other things, the value of the Transaction.

UBS Securities calculates its Transaction Fee as:

    Consideration exchanged for
       equity securities                           $145,000,000

    Addition at equity                               80,000,000

    Principal amount of all indebtedness
       acquired or assumed (less cash)              226,694,000

    Cash                                             (3,500,000)

    Payments made in installments                             0

    Amounts payable under consulting agreements               0

    Contingent payments                                       0
                                                   ------------
    Enterprise Value                               $448,194,000
                                                   ------------
    Warburg Fee                                             1.0%
                                                   ------------
    Total Fee                                        $4,485,000
                                                   ============

The Transaction Fee is equal to 1% of the value of the
transactions consummated under the Plan.  Aside from the
Transaction Fee, UBS Securities has incurred $56,471 in expenses.

At the onset of the engagement, the Debtors paid UBS Securities a
$175,000 initial fee, which is to be applied to the Transaction
Fee.  Accordingly, under the Engagement Letter, the Debtors are
required to pay UBS Securities, without delay, a $4,307,000
Transaction Fee.

Gary A. Rubin, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in Wilmington, Delaware, asserts that a summary judgment in
UBS Securities' favor directing the Debtors to pay the Transaction
Fee is warranted because a Transaction has occurred as the Debtors
concede.  The Transaction Fee is reasonable. In arranging the
compensation terms in the engagement, Mr. Rubin points out that
the Debtors themselves agree to the fee structure in light of:

    (a) industry practice;

    (b) market rates charged for comparable service both in and
        out of the Chapter 11 context; and

    (c) UBS Securities' experience with respect to financial
        advisory services.

Mr. Rubin maintains that the Transaction Fee is not improvident.
The Engagement Letter meticulously defined "Transaction" and
nowhere stated that UBS Securities would have to be involved in
the Transaction to be entitled to a Transaction Fee.  Thus, the
parties clearly anticipated the possibility that a Transaction
Fee could become due even where UBS Securities' services were not
material to the Transaction.

Mr. Rubin tells the Court that UBS Securities' services
contributed significant value to the Debtors' cases.  As a result
of the sale process UBS Securities conducted, the Debtors received
initial indications of interest from potential buyers to purchase
NationsRent.  This valued NationsRent on an enterprise value basis
in excess of $400,000,000.

Mr. Rubin further argues that a summary judgment is proper because
there is no genuine issue of material fact -- similar to the
situation in Skretvedt v. E.I. DuPont de Nemours and Co., 268 F.3d
167, 173 n.4 (3d Cir. 2001) (citing Celotex Corp. v. Catrett, 477
U.S. 317 (1986), Anderson v. Liberty Lobby, Inc., 477 U.S. 242
(1986)).  Mr. Rubin contends that the Debtors "must present
affirmative evidence in order to defeat [this] properly supported
motion for summary judgment" similar to Anderson, 477 U.S.  The
"mere existence" of immaterial factual issues, however, cannot
preclude summary judgment, Mr. Rubin says, noting Brenntag
International Chemicals, Inc. v. Norddeutsche Landesbank GZ, 70
F. Supp.2d 399, 405 (S.D.N.Y. 1999).  Rather, the Debtors must
show that there are "genuine factual issues that properly can be
resolved only by a finder of fact because they may be reasonably
resolved in favor of either party", Mr. Rubin continues, citing
Anderson, 477 U.S. at 250.  Factual disputes that are irrelevant
or unnecessary will not be counted. (NationsRent Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NETWORK PLUS: Ch. 7 Trustee Hires BTB as Liquidation Consultant
---------------------------------------------------------------
Micheal B. Joseph, the trustee of the chapter 7 estates of Network
Plus Corp., and Network Plus, Inc., asks the U.S. Bankruptcy Court
for the District of Delaware for authority to retain BTB
Associates, LLC as his Liquidation Consultants.

The Trustee needs BTB Associates to:

     a. conduct a preference analysis;

     b. complete the collection of preferential transfers;

     c. provide litigation support to the Trustee's counsel on
        preference litigation to the extent necessary, including
        potential services as an expert witness;

     d. review and analyze claims, making recommendations to the
        Trustee for allowance and objection to various claims;

     e. meet with and advise the Trustee and/or his counsel on
        matters concerning case administration that require its
        specific review; and

     f. render such other assistance as the Trustee and his
        counsel may deem appropriate.

The principal consultants of BTB Associates who are presently
designated to undertake this engagement and their current standard
hourly rates are:

          Robert F. Troisio           $250 per hour
          David Paddy                 $200 per hour
          Analysts                    $175 per hour
          Administrative              $45 per hour

Network Plus Corp., a network-based integrated communications
provider, which offers broadband data and telecommunications
services, filed for chapter 11 protection on February 04, 2002
(Bankr. Del. Case No. 02-10341).  Raymond H. Lemisch, Esq., at
Adelman Lavine, represents the Trustee in these as the Debtors
wind up their assets. As of Sep 30, 2001, the Debtors post
$433,239,000 in total assets and $371,300,000 in total debts.


NEXTWAVE: Cingular Talking about a Potential $1.4 Billion Deal
--------------------------------------------------------------
Cingular Wireless LLC is talking to NextWave about the purchase of
certain spectrum licenses.  A premature press release suggested
it's a $1.4 billion cash deal covering 83 million potential
customers in 34 markets, subject to review by the U.S. Bankruptcy
Court for the Southern District of New York and the Federal
Communications Commission.

"A definitive agreement has not been reached and there can be no
assurance that an agreement will be reached or, if reached, that
any transaction will be consummated," Cingular said, adding that
it "does not intend to make any further announcement with respect
to this matter unless and until further disclosure is required."

NextWave Telecom Inc. was formed in 1995 to provide broadband
wireless services to consumer and business markets. For more
information about NextWave, visit http://www.nextwavetel.com

Cingular Wireless, a joint venture between SBC Communications
(NYSE: SBC) and BellSouth (NYSE: BLS), serves more than 23 million
voice and data customers across the United States.  A leader in
mobile voice and data communications, Cingular is the only U.S.
wireless carrier to offer Rollover, the wireless plan that lets
customers keep their unused monthly minutes. Cingular has launched
the world's first commercial deployment of wireless services using
Enhanced Data for Global Evolution (EDGE) technology.  Cingular
provides cellular/PCS service in 43 of the top 50 markets
nationwide, and provides corporate e-mail and other advanced data
services through its GPRS, EDGE and Mobitex packet data networks.
Details of the company are available at http://www.cingular.com


NORTHWEST AIRLINES: S&P Affirms B+ Long-Term Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B+' long-term corporate credit rating, on Northwest Airlines
Corp. (B+/Negative/--) and unit Northwest Airlines Inc.,
(B+/Negative/--).

All ratings were removed from CreditWatch, where they were placed
March 18, 2003. (Ratings were lowered to current levels March 28,
2003.)

"Northwest, like other large U.S. airlines, faces weak revenues,
substantial debt and pension obligations, and a need to lower its
labor costs," said Standard & Poor's credit analyst Philip
Baggaley. "However, the airline's credit profile benefits from
substantial liquidity, with $2.8 billion of unrestricted cash, and
ongoing stringent cost-cutting efforts," he continued.

Northwest, the fourth-largest U.S. airline, has a domestic route
system focused on hubs in Minneapolis, Minn., and Detroit, Mich.
The company also offers extensive Pacific routes (mostly to Japan)
and transatlantic service through a successful joint venture with
KLM Royal Dutch Airlines.

Northwest reported a second-quarter 2003 pretax loss, before a
gain on the sale of assets and federal reimbursement of security
costs, of $181 million, slightly narrower than a pretax loss of
$199 million in the second quarter of 2002. Northwest's loss
reflected damage from the Iraq war and from severe acute
respiratory syndrome (SARS) on Pacific routes, as well as
continuing high fuel prices and a weak industrywide pricing
environment. The second-quarter pretax loss margin before special
items of negative 7.9% was behind Continental Airlines Inc.'s
break-even margin, but less negative than the comparable margins
reported by AMR Corp., UAL Corp., and Delta Air Lines Inc.,
continuing a pattern of the past several years.

Liquidity remains strong, with unrestricted cash of $2.8 billion,
a larger amount of liquidity, relative to Northwest's size, than
that of any other large U.S. airline, excepting Southwest Airlines
Co. Several unusual items-a $209 million federal reimbursement of
security fees and $280 million from sale of Northwest's interest
in WorldSpan LLC-boosted cash during the second quarter.
Nevertheless, Northwest has no undrawn bank lines and few
attractive unencumbered assets, and faces substantial upcoming
debt maturities and pension funding requirements.

Ratings could be lowered if the SARS outbreak, further substantial
terrorist attacks, or faltering of the U.S. economic recovery
significantly affect revenues and weaken the company's financial
profile further. In addition, progress on reducing the company's
labor costs will be important in restoring its financial profile.


NORTHWEST AIRLINES: Can't Legally Buy-Back Series C Preferreds
--------------------------------------------------------------
Northwest Airlines Corporation's (Nasdaq: NWAC) board of directors
determined that at this time the company could not legally redeem
the 4.8 million shares of its Series C Preferred Stock still
outstanding.

The Northwest board of directors issued the following statement:

"After a thorough review of the legal restrictions applicable to
the company, the board concluded that Northwest was not able to
buy back the Series C Preferred Stock, at this time."

"As a board, we recognize the valuable contributions our employees
made to the company during the 1993-1996 wage reduction period and
acknowledge the company's obligation to buy back the Series C
Preferred Stock. We want to do so as soon as possible. We devoted
substantial time and effort to this issue. We discussed the Series
C Preferred Stock buy back at length in our regularly scheduled
April and June board meetings, and held two special meetings in
July devoted exclusively to the Series C issue."

"We retained the best legal and financial experts, who advised us
throughout the process. At the conclusion of these deliberations,
it was clear that the legal restrictions applicable to stock buy
backs under Delaware Law did not permit Northwest to proceed at
this time with the buy back of the Series C Preferred Stock."

"[Fri]day's decision does not mean that Northwest's obligation to
repurchase the Series C Preferred Stock has expired. Rather, the
company's obligation to the holders of the Series C Preferred
Stock continues until Northwest has the ability to repurchase the
Series C Preferred Stock. The Northwest board will, on a regular
basis with the assistance of its legal and financial experts,
revisit the company's ability to buy back the Series C Preferred
Stock, with the objective of buying back the Series C Preferred
Stock as soon as possible. Until the Series C stock is
repurchased, each share will accrue a 12% per year dividend on the
$46.96 per share buy back price."

"These have been extraordinarily challenging times for everyone at
Northwest. The board greatly appreciates the hard work,
dedication, and understanding of all Northwest employees."

Northwest issued the Series C Preferred Stock in 1993 to trusts
for the benefit of its employees in connection with labor cost
restructuring agreements between Northwest and its major unions.

Northwest Airlines (S&P/B+/Negative) is the world's fourth largest
airline with hubs at Detroit, Minneapolis/St. Paul, Memphis,
Tokyo, and Amsterdam, and approximately 1,500 daily departures.
With its travel partners, Northwest serves nearly 750 cities in
almost 120 countries on six continents.


NORTHWEST AIRLINES: Flight Attendants Say Airline Breaks Promise
----------------------------------------------------------------
The Board of Directors at Northwest Airlines has voted to renege
on their agreement to reimburse flight attendants for sacrifices
they made to save the airline from bankruptcy.

The Board voted to not pay the flight attendants what they are
owed from a 1993 agreement granting them stock in exchange for
wage concessions. Two board members voted to uphold the agreement
-- Ray Benning of the International Brotherhood of Teamsters and a
representative from the International Association of Machinists.

"I'm outraged at the lack of respect Northwest Airlines has shown
these flight attendants," said Teamsters General President James
P. Hoffa. "These workers made good on their promise to keep the
airline solvent. It is the duty of their employer to keep up their
end of the bargain and they are failing to do so."

In 1993, Northwest Airlines sought wage and benefit concessions
from the flight attendants and other labor groups. In exchange,
the airline distributed shares to the flight attendants in direct
proportion to the wages and benefits that they would have
received. Over the course of three years, the flight attendants
and other employees made financial sacrifices that saved the
airline approximately $900 million.

On June 3 in New York, the Teamsters filed a lawsuit to force
Northwest to make good on its obligation. The Teamsters intend to
pursue that lawsuit to protect the flight attendants' interests.

Flight attendants were given a "put" right with respect to any
shares of the Preferred Stock they still hold. A "put" is an
option permitting its holder to sell stock at a fixed price.
Northwest has publicly acknowledged that it is obligated to
repurchase the flight attendants' Preferred Shares for cash. Now,
based on a questionable interpretation of Delaware corporation
law, a majority of the Northwest Board of Directors is refusing to
pay the flight attendants and other hardworking employees for
their sacrifices.

Though the Teamsters Union no longer represents the flight
attendants at the airline, they retained a seat on the Board of
Directors, occupied by Ray Benning, former director of the
Teamsters Airline Division. This seat and the seats held by the
International Association of Machinists and Aerospace Workers and
the Airline Pilots Association were created to protect the rights
of the preferred shareholders. By retaining the seat on the Board,
the Teamsters continue to protect the rights of flight attendants
who own Preferred Shares by representing their interests with
respect to those shares.

Founded in August 1903, the International Brotherhood of Teamsters
is celebrating its 100-year anniversary as a representative and
advocate for working families.

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

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


NORTHWEST AIRLINES: Mechanics Cry Foul Over Board's Decision
------------------------------------------------------------
Aircraft Mechanics Fraternal Association (AMFA) Local 33, serving
Northwest and Mesaba Airlines, called Friday's decision by
Northwest's board of directors not to repay a $226 million debt to
employees unfair.

Northwest earlier announced that its board would vote on August 1
on repurchasing shares distributed in 1993 to employees in
exchange for wage and benefit concessions. "The 1993 agreement was
tantamount to a 10-year, interest-free loan by employees to the
company," according to AMFA Local 33 President Jim Atkinson.

"The board's decision not to repay this good-faith loan, and to
force employees to hold onto the stock instead, is unfair.
Northwest's board had no problem approving management bonuses,
stock options and even 'phantom stock' worth many millions of
dollars, but when it comes to repaying a long-standing debt to
employees, they suddenly plead poverty. To our knowledge, nothing
in the law prevents Northwest from repaying this debt; Northwest
has simply chosen not to do so," Atkinson said. "It's harder to
maintain morale when executives seem more concerned with
feathering their own nest than with the welfare of the airline and
its employees. We have people who are laid off and were counting
on this repayment money."


NOVA COMMS: Inks LOI to Sell Unit to Trimfast for $2 Million
------------------------------------------------------------
Nova Communications Ltd. (OTCBB:NCVM) has executed a Letter of
Intent to sell its Kadfield, Inc., d/b/a BuyMicro, subsidiary for
$2,000,000 to Trimfast Group, Inc. (Pink Sheets:TRFG), a publicly
traded company based in Deerfield Beach, Fla.

More information will be available once the Letter of Intent is
filed under Securities and Exchange Commission Form 8-K. Per the
Letter of Intent, the parties will enter into a definitive
acquisition agreement once due diligence reviews are completed and
all terms are satisfied. It is expected that the acquisition will
close within 90 days.

Nova Communications recently announced that it has entered into a
Letter of Intent to merge with PowerSki International, the
designer and manufacturer of the patented PowerSki Jetboard, the
World's most innovative watercraft.

To learn more about the World's most innovative watercraft and to
view behind the scenes footage of the Jetboard in action for Fox
Sports' 54321 sports program, please visit the Company's Web site
at http://www.powerski.com/home.html

Nova Communications has and continues to institute changes to its
strategies, operations and processes to address these risk factors
and to mitigate their impact on Nova Communication's results of
operations and financial condition. However, no assurances can be
given that Nova Communications will be successful in these
efforts.

At December 31, 2002, Nova Communications' balance sheet shows a
working capital deficit of close to $1 million, and a total
shareholders' equity deficit of about $2 million.


NQL DRILLING: Arranges $10 Million Short-Term Subordinated Loan
---------------------------------------------------------------
NQL Drilling Tools Inc. (TSX-NQL.A) announced the completion and
funding of its previously announced $10 million short term
subordinated loan arrangement with CanFund VE Investors II, L.P.
In addition, the Company has entered into a comprehensive loan
extension agreement with its Canadian senior bank lenders. As a
result of these arrangements, together with the previously
announced $25 million private placement to Lime Rock Partners II,
L.P., and CanFund and $22 million rights offering (when
completed), the Company's financial stability will be restored,
providing a platform for normal operations and growth.

The completion of the $10 million short term subordinated loan
arrangement and the loan extension agreement represent the first
two parts of a refinancing package that includes the private
placement and the rights offering. Completion of the private
placement and rights offering is subject to the satisfaction of
certain conditions, including shareholder approval, regulatory
approval and completion of documentation. The Company believes
that all parties are committed to pursue satisfaction of these
conditions and the completion of the refinancing, but no assurance
can be given that these transactions will be completed.

NQL, CanFund and Lime Rock have agreed to complete negotiation of
definitive documentation necessary to complete the private
placement a week prior to NQL's shareholder meeting and on
settlement of such documentation to deposit the subscription funds
with their respective counsel pending closing to expedite closing
of the private placement.

The Company will shortly mail meeting materials to shareholders in
respect of a meeting to be held on September 2, 2003 at which time
shareholders will be asked to approve certain matters in respect
of the private placement and rights offering.

The Company will use the net proceeds of the subordinated loan
financing for working capital purposes. All amounts owing
thereunder are due and payable on March 31, 2004, other than $4
million which is to be paid out of the proceeds of the rights
offering.

Under the loan extension agreement, subject to the completion of
the remaining steps of the refinancing and other conditions, the
repayment of the indebtedness owed by the Company to its Canadian
senior bank lenders has been extended to June 30, 2004, provided
that the Company's non-revolving bridge loan facility must be paid
in full by March 31, 2004. The net proceeds of the private
placement will be used to reduce the Company's non-revolving
bridge loan facility, other than $2 million which will be retained
for working capital purposes. The net proceeds of the rights
offering, other than $4 million to be repaid to CanFund as partial
repayment of the subordinated loan, will be used to reduce the
Company's non-revolving bridge loan facility. Following these
financings and repayments towards the Company's non-revolving
bridge loan facility, $10 million of additional working capital is
available to the Company.

NQL Drilling Tools' December 31, 2003 balance sheet shows that its
total current liabilities exceeded its total current assets by
about $17 million.


NRG ENERGY: Honoring and Paying Up to $1.5M in Prepetition Taxes
----------------------------------------------------------------
U.S. Bankruptcy Court Judge Beatty authorizes the NRG Energy
Debtors to pay all prepetition taxes and fees in an amount not to
exceed $1,500,000 in the aggregate, including any amounts
subsequently determined upon audit to be owed for periods prior to
May 14, 2003, by whatever means the Debtors may deem appropriate,
including the issuance of postpetition checks and electronic
transfers.

Furthermore, the Debtors' banking institutions are authorized and
directed to receive, process, honor and pay all checks or
electronic transfers sent to the applicable taxing authorities
with respect to the prepetition taxes and fees whether the checks
or transfers were issued before or after May 14, 2003, provided
that sufficient funds are available in the applicable accounts to
cover the payments. (NRG Energy Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


OAKWOOD HOMES: Fitch Takes Rating Actions on 63 RMBS Classes
------------------------------------------------------------
Fitch Ratings downgrades 30 classes and affirms 33 classes of
Oakwood Homes manufactured housing transactions. The negative
rating actions are a result of the continued poor performance of
the underlying collateral.

Oakwood Homes, a major manufacturer and lender in the manufactured
housing industry, filed for Chapter 11 bankruptcy protection on
Nov. 15, 2002. Oakwood received approval from the bankruptcy court
to continue to service its portfolio. The servicing fee has been
moved to a senior position in the waterfall in accordance with the
pooling and servicing agreement. Additionally, Oakwood was able to
secure continued access to a $200 million loan purchase facility
and $215 million in debtor in possession facilities, which have
provided liquidity during the bankruptcy proceedings. Access to
the debtor in possession facilities expires in October, 2003.

Prior to the bankruptcy filing, the repossession rate had
increased due to Oakwood's decision to discontinue its Loan
Assumption Program. After the bankruptcy filing, when Oakwood
ceased providing financing for repossession refinancing, loss
severities on liquidations increased dramatically. The
repossession inventory rate appears to have stabilized or declined
from its peak for most vintages, but remains elevated.

Fitch will continue to closely monitor developments related to the
bankruptcy and the ongoing performance of the transactions.

     Series 1998-B:

        -- Classes A-3, A-4 and A-5 affirmed at 'AAA';
        -- Class M-1 downgraded to 'BBB' from 'AA-';
        -- Class M-2 downgraded to 'B' from 'BBB-';
        -- Class B-1 downgraded to 'CCC' from 'B-';
        -- Class B-2 remains at 'C'.

     Series 1998-C:

        -- Classes A-1, A-1A affirmed at 'AAA';
        -- Class M-1 downgraded to 'BBB' from 'A+';
        -- Class M-2 downgraded to 'B' from 'BBB-';
        -- Class B-1 downgraded to 'C' from 'B-';
        -- Class B-2 remains at 'C'.

     Series 1999-A:

        -- Classes A-2, A-3, A-4 and A-5 affirmed at 'AAA';
        -- Class M-1 affirmed at 'AA-';
        -- Class M-2 downgraded to 'BB' from 'BBB';
        -- Class B-1 downgraded to 'CCC' from 'B';
        -- Class B-2 remains at 'C'.

     Series 1999-B:

        -- Classes A-2 and A-3 affirmed at 'AAA';
        -- Class A-4 affirmed at 'AA+';
        -- Class M-1 downgraded to 'BBB' from 'A';
        -- Class M-2 downgraded to 'B' from 'BB';
        -- Class B-1 downgraded to 'C' from 'CCC';
        -- Class B-2 remains at 'C'.

     Series 1999-C:

        -- Class A-2 affirmed at 'AA+';
        -- Class M-1 downgraded to 'BBB' from 'A+';
        -- Class M-2 downgraded to 'B' from 'BB';
        -- Class B-1 downgraded to 'C' from 'CCC';
        -- Class B-2 remains at 'C'.

     Series 1999-E:

        -- Class A-1 affirmed at 'AA+';
        -- Class M-1 downgraded to 'BBB' from 'A+';
        -- Class M-2 downgraded to 'B' from 'BBB-';
        -- Class B-1 downgraded to 'CCC' from 'B';
        -- Class B-2 remains at 'C'.

     Series 2000-A:

        -- Classes A-2 and A-3 affirmed at 'AAA';
        -- Class A-4 affirmed at 'AA+';
        -- Class A-5 affirmed at 'AA';
        -- Class M-1 downgraded to 'BBB' from 'A';
        -- Class M-2 downgraded to 'B' from 'BBB-';
        -- Class B-1 downgraded 'CCC' from 'B'.
        -- Class B-2 remains at 'C'.

     Series 2000-B:

        -- Class A-1 downgraded to 'BBB' from 'AA';
        -- Class M downgraded to 'B' from 'BBB-';
        -- Class B-1 downgraded to 'CCC' from 'B';
        -- Class B-2 remains at 'C'.

     Series 2000-D:

        -- Classes A-2, A-3 and A-4 affirmed at 'AAA';
        -- Class M-1 affirmed at 'BBB-';
        -- Class M-2 affirmed at 'B-';
        -- Class B-1 downgraded to 'C' from 'CCC';
        -- Class B-2 downgraded to 'D' from 'C'.

     Series 2001-B:

        -- Class A-2 affirmed at 'AAA';
        -- Class A-3, A-4 downgraded to 'AA' from 'AAA';
        -- Class M-1 downgraded to 'A' from 'AA';
        -- Class M-2 downgraded to 'B' from 'BBB';
        -- Class B-1 downgraded to 'CCC' from 'BB'.

OGLEBAY NORTON: S&P Keeps Watch after Deferring Interest Payment
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on minerals and aggregates supplier Oglebay Norton Co., to
'CC' from 'B-'.

In addition, Standard & Poor's placed the rating on CreditWatch
with developing implications. The Cleveland, Ohio-based company
has about $435 million in debt outstanding.

"The rating action reflects Oglebay's decision to defer its
Aug. 1, 2003, interest payment on its 10% senior subordinated
notes until amendments with senior lenders are reached," said
Standard & Poor's credit analyst Dominick D'Ascoli.

Oglebay is currently operating under covenant waivers from both
its bank syndicate and senior secured note lenders. All covenant
waivers expire on Aug. 15, 2003. The CreditWatch with developing
implications implies that ratings could be raised, lowered, or
affirmed. Ratings could be raised if Oglebay makes the $5 million
subordinated note interest payment within a 30-day grace period,
otherwise ratings would be lowered to 'D'.

During the second quarter of 2003, Oglebay had been operating
under a covenant waiver that expired on Jun. 15, 2003, and was
subsequently extended until Aug. 15, 2003. The company is
currently in negotiations with its senior lenders to amend these
covenants. As of Aug. 1, 2003, Oglebay had sufficient funds to
make its $5 million interest payment with approximately $10
million of borrowing availability under its revolving credit
facility, but neglected to do so under management's own volition.
Oglebay intends to make its interest payment by the end of August,
but will only do so after a new covenant package is secured.

Weak demand throughout most of Oglebay's end markets, together
with rising healthcare, interest, and energy costs have
significantly weakened Oglebay's financial position and liquidity.
Moreover, Oglebay's debt levels are at an all time high of $462
million (adjusted for operating leases) while free cash flow
generation remains negligible. Oglebay's access to capital markets
remains limited amidst eroding liquidity. In order to maintain
liquidity and reduce debt leverage, the company has been exploring
strategic alternatives including potential asset divestitures.


ORYX TECHNOLOGY: Completes $625K Common Stock Private Placement
---------------------------------------------------------------
Oryx Technology Corporation (OTCBB: ORYX), a technology licensing,
investment and management services company, announced the
completion of a private placement of 625,000 shares of its common
stock at a purchase price $1.00 per share with a group of
investors, resulting in cash proceeds to Oryx of $625,000. The
investors also received warrants to purchase an additional 156,250
shares of Oryx common stock at a purchase price of $3.00 per
share.

"I am very pleased we were able to secure this financing in a very
difficult market. The proceeds of the financing will be used to
support our investment activity with our portfolio company S2
Technologies and our SurgX activities. I believe both of these
opportunities offer long term value to our stockholders, as S2
Technologies continues to capture new customers and sales of SurgX
products from our licensees continue to increase," said Phil
Micciche, Chairman and Chief Executive Officer of Oryx.

The securities sold in this private placement have not been
registered under the Securities Act of 1933, as amended and may
not be offered or sold in the United States in the absence of an
effective registration statement or exemption from applicable
registration requirements.

Headquartered in San Jose, California, Oryx Technology Corporation
is a technology licensing, investment and management service
company with a proprietary portfolio of high technology products
in surge protection. Oryx also provides management services to
early-stage technology companies through its affiliate, Oryx
Ventures, LLC. Oryx's common stock trades on the OTC Bulletin
Board under the symbol ORYX.

                         *     *     *

In its Form 10-QSB for the quarter ended May 31, 2003, Oryx
Technology reported:

"The financial information for the periods ended May 31, 2003 and
2002 included herein is unaudited but includes all adjustments
which, in the opinion of management of the Company, are necessary
to present fairly the financial position of the Company and its
subsidiaries at May 31, 2003, and the results of their operations
and cash flows for the three month periods ended May 31, 2003
and 2002.

"The unaudited consolidated financial statements include the
accounts of Oryx Technology Corp. and its wholly owned
subsidiaries. All significant intercompany transactions and
accounts have been eliminated.

"The Company does not have sufficient capital to meet its
anticipated working capital requirements through fiscal year 2004.
The Company must raise additional capital through public or
private financings or other arrangements in order to have
sufficient cash to continue its business operations.  The Company
is actively exploring financing opportunities however, there can
be no assurance that it will be successful in raising any
additional funding at all or in time to meet its financial needs
or that any such funding would be on terms acceptable to the
Company or in the best interest of its stockholders.  If the
Company cannot raise additional capital on or before August 2003
on acceptable terms, it will not be able to achieve its business
objectives and continue as a going concern. As a result of these
circumstances,  the opinion of the Company's independent
accountants with respect to our consolidated financial statements
included in our Form 10-KSB for the year ended February 28, 2003
includes an explanatory paragraph indicating that these matters
raise substantial doubt about the Company's ability to continue as
a going concern."


PACIFICARE HEALTH: Clarifies Effect of Potential Debt Conversion
----------------------------------------------------------------
PacifiCare Health Systems, Inc. (NYSE: PHS), provided
clarification on the effect of the potential issuance of common
stock in connection with its outstanding convertible debt.  If the
company's stock price remains above $46.20 for 20 of the last 30
trading days of the third quarter of 2003 this would trigger the
conversion feature of the debt, and cause an additional 3.2
million shares of stock to be included in the calculation of
outstanding shares on a diluted basis for the fourth quarter of
2003.  As such, the estimated weighted-average number of shares
used in the calculation of the current full-year EPS guidance of
$6.45 to $6.55 would increase by approximately 800,000 shares.
The net effect of this increase in WANS on full-year 2003 EPS
guidance would be approximately $0.12, or approximately $0.47 on
an annualized basis.

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.


PETROLEUM GEO: Files Plan and Disclosure Statement in New York
--------------------------------------------------------------
Petroleum Geo-Services ASA filed its Chapter 11 Plan Of
Reorganization and Disclosure Statement with the U.S. Bankruptcy
Court for the Southern District of New York.  Full-text copy of
the Debtor's Disclosure Statement is available for a fee at:

  http://www.researcharchives.com/bin/download?id=030731012442

This Disclosure Statement describes how Claims against, and Equity
Interests in, the Debtor will be treated under the Plan and the
terms of the securities to be issued under the Plan.  The Plan
provides for the distribution and treatment of 8 classes of claims
and equity interests:

  Class   Description      Treatment                   Recovery
  -----   -----------      ---------                   --------
    1     Secured Claims   Unimpaired; either            100%
                           a) leaves unaltered the
                              legal, equitable, or
                              contractual rights
                              entitled to the
                              Claimholder or
                           b) leaves such Allowed
                              Claims unimpaired
                              pursuant to Section
                              1124(2)

    2     Piority Non-Tax  Unimpaired; will receive      100%
          Claims           cash equal to the Claim

    3     General          Unimpaired; either            100%
          Unsecured        a) leaves unaltered the
          Claims              legal, equitable, or
                              contractual rights
                              entitled to the holder
                              of the Claim or
                           b) leaves such Allowed
                              Claims unimpaired pursuant
                              to Section 1124(2)

    4     Bondholder       Impaired; will receive a      A: 61%
          Claims and Bank  Pro Rata share                 to 73%
          Claims                                         B: 64%

    5     Junior           Impaired; if Class 5          11%
          Subordinated     votes to accept the Plan;
          Debentures       will receive a Pro Rata
          Claims           Share

    6     Securities Law   Impaired; will not receive    N/A
          Claims           or retain any distribution
                           under the Plan

    7    Ordinary Shares   Impaired; if holders vote     N/A
                           vote to accept the Plan,
                           will receive a pro rata share
                           of the Rights

   8     Equity Interests  Impaired; will be deemed      0%
                           cancelled and will not
                           receive or retain any
                           distribution under the Plan

The Debtor believes that the Plan is fair and equitable in light
of the relative rights of its creditors and shareholders and that
it represents the best opportunity for the Debtor to emerge from
this proceeding. The Plan represents an integrated set of
compromises and agreements that are highly beneficial to the
Estate and should strengthen the Company's ability to operate
effectively post-confirmation.

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


PG&E NATIONAL: USGen Wants to Hire Ordinary Course Professionals
----------------------------------------------------------------
In the ordinary course of business, USGen turns to specialized or
local professional assistance in connection with licensing
matters, intellectual property, labor and employee issues,
contract negotiation and litigation, state and local tax issues,
real property matters, environmental matters, tort and personal
injury matters, engineering services, and accounting services.
To address these matters, USGen needs to retain attorneys and
other professionals on an "as needed" basis so it may act in an
efficient and timely manner.  USGen often utilizes on a regular
or semi-regular basis particular professionals in specific
locations who are familiar with the legal and other issues that
arise in its business.

Due to the limited nature of work to be performed by these
ordinary course professionals and the costs associated with the
preparation of their employment and fee applications, USGen deems
it impractical and burdensome if it submits individual
applications for each of them.  Since these professionals
referred to by USGen assist in the day-to-day operation and
routine maintenance of its business rather than the
administration of the bankruptcy estate, they are not subject to
the provisions of Section 327 of the Bankruptcy Code.

Accordingly, with respect to ordinary course professionals
already rendering services before the Petition Date, USGen asks
the Court for authority to employ them if needed, on the same
terms as those in effect prepetition, without the need to file
individual retention applications.  To the extent it is necessary
to hire additional manpower, USGen proposes to serve notices on
the U.S. Trustee and any Committees appointed in its cases.

USGen proposes to pay the ordinary course professionals on a
monthly basis, without formal application to the Court, 100% of
the interim postpetition fees and disbursements included in an
appropriate invoice that indicates in reasonable detail the
nature of the services these professionals rendered.  USGen will
utilize this procedure provided the fees and disbursements to be
paid to any ordinary course professional do not exceed $25,000 in
any calendar month or $100,000 in any six-month period.  Should
it become apparent that any professional's fees would be more
than this rate, USGen asks the Court for permission to pay these
fees without further Court order. (PG&E National Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PILLOWTEX: Asks Court to Approve Asset Purchase Pact with GGST
--------------------------------------------------------------
Pillowtex's Board of Directors met on July 28, 2003, to approve
the filing of the Chapter 11 petitions.  At that meeting,
Pillowtex Vice President, General Counsel and Secretary John F.
Sterling reports, the Board also reviewed a proposed transaction
to sell substantially all of its assets to GGST LLC.  That
purchase proposal includes designation rights with respect to
Pillowtex's real estate and certain executory contracts and
unexpired leases.

GGST is a joint venture comprised of:

      * SB Capital Group,
      * Gibbs International,
      * Gordon Brothers Retail Partners and
      * Tiger Capital Group.

GGST, subject to higher and better offers that may emerge in a
competitive bidding process in the bankruptcy process, has
offered $56,000,000 for Pillowtex's assets, excluding inventory
and accounts receivable.

GGST, in turn, plans to dispose of Pillowtex's assets and directs
inquiries to:

      Steve Luquire and John Deem
      Luquire, George, Andrews, Inc.
      Telephone (704) 552 - 6565.

Group 3 Design, a leading brand management firm, has been
retained to manage the branded licensing activities of the
acquired brands.  Inquiries regarding the brands may be directed
to mgleason@groupthree.com

The Board concludes, the sale transaction is in the best
interests of the Corporation and its creditors, and the Board has
authorized and empowered Pillowtex's officers to pursue the
transaction and obtain approval of its terms from the Bankruptcy
Court. (Pillowtex Bankruptcy News, Issue No. 47; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


POLAROID CORP: Committee Asks Court to Reduce 20 Claims
-------------------------------------------------------
The Official Committee of Unsecured Creditors of the Polaroid
Corp. Debtors asks the Court to reduce the amounts of 29 Claims
and reclassify seven claims.

According to Joseph A. Malfitano, Esq., at Young Conaway Stargatt
& Taylor, LLP, in Wilmington, Delaware, the Debtors have reviewed
their books and records in an effort to reconcile the proofs of
claim in these cases.  The Debtors discovered that a portion of
the Claims were not due and owing by the Debtors as of the
Petition Date.  There is also incomplete information provided by
the Claims to support the amounts claimed.  Among the claims to
be reduced are:

Claim                                        Claim      Modified
  No.    Claimant                             Amount      Amount
-----   --------                             ------     --------
1166    Da-Lite Screen Co. Inc.             $142,181    $133,411
322    Holland Mark Martin Corp.          1,100,000     772,230
  80    IBM Corporation                       90,107       8,163
309    Morrison & Foerster, LLP              99,344      74,731
1396    Nsight                                59,947      40,485
1219    Perchards                             17,000       8,500
2997    Plastics Color & Compounding Inc.    302,184     269,252
483    Porter Novelli Inc.                  274,670     270,026
463    RDA Interactive LLC                  123,086     103,086
1516    The Rogers Company                   257,393     244,869
1136    Tocco Corporation                    238,379     182,702
  78    US Merchants/Merchants of Tennis     190,314     123,130
4349    Wirthlin Worldwide Corp.              24,359      20,300
2351    York International Corp.              23,917      17,554

Furthermore, the Debtors discovered that some Claims filed
asserted a different priority status than it is entitled.  Thus,
these Claims must be reclassified:

                          Claim    Claimed             Modified
   Claimant               Number   Status              Status
   --------               ------   -------             --------
   Grandwell              5306     Unsecured           General
   Systems, Limited                Priority            Unsecured

   Susanne Merritt        2448     Unsecured           General
                                   Priority            Unsecured

   New York Stock         3020     Administrative      General
   Exchange, Inc.                                      Unsecured

   NY- Dept. of Taxation  7131     Administrative      General
   and Finance                                         Unsecured

   Opsitech A-15,815      5190     Secured             General
                                                       Unsecured

   Siemens Business       4195     Unsecured           General

   Services, Inc.                  Priority            Unsecured

   William M. Mercer Inc. 4802     Unsecured           General
                                   Priority            Unsecured

Mr. Malfitano contends that failure to reduce, reclassify or
expunge the Claims as requested will result in the relevant
creditors receiving an unwarranted recovery against the Estates,
to the detriment of other similarly-situated creditors. (Polaroid
Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


REMINGTON PRODUCTS: Reports Improved Second Quarter 2003 Results
----------------------------------------------------------------
Remington Products Company, L.L.C. announced that net sales for
the second quarter of 2003 were $71.3 million, an increase of $1.3
million from last year's second quarter. Operating income was $8.7
million, compared to $4.9 million in last year's quarter.

The higher net sales in the second quarter of 2003 reflect
increased sales in the Company's International segment primarily
as a result of favorable foreign exchange and strong sales of
shaver & grooming products in North America.  These gains were
partially offset by a decline in sales of haircare and wellness
products in North America and lower sales in the Company's U.S.
Service Stores segment.

Net sales in North America decreased 3% or $1.3 million.  An
increase in North American sales of shaver and grooming products
was offset by lower wellness sales resulting from the decision to
de-emphasize this product line and lower haircare sales.  The
International segment reported a $4.1 million or 25% increase in
net sales which was driven primarily by the positive impact
of foreign currency.  Also impacting this increase was higher
sales of shaver, grooming and haircare products. Net sales in the
Company's U.S. Service Stores segment declined $1.5 million or 21%
due to the fewer stores operating compared to the prior year's
second quarter, and a decrease in same store sales of 12.5%.

The $3.8 million increase in operating income for the quarter was
due primarily to the higher gross profit margin, which was 44.2%
compared to 40.4% last year.  This margin increase was the result
of the combination of a better sales mix toward shaver and
grooming products and continued product cost savings, including
the positive impact of foreign currency on U.S. dollar denominated
inventory purchases in the International segment.  Also
contributing to the improved operating income were the higher
sales and lower operating expenses, particularly distribution
expenses.

Net interest expense was $5.6 million in the second quarter of
2003, compared to $5.8 million in last year's quarter.  The
decrease was due primarily to lower average borrowings during the
period.  Other income decreased to $0.3 million in the second
quarter compared with $0.5 million in the same period of the prior
year due primarily to lower currency gains on U.S. dollar
denominated obligations in the Company's International segment.
As a result of higher pretax income generated within the
International segment the provision for income taxes was $0.5
million in the second quarter of 2003 compared to a benefit in the
prior year of $0.2 million.  The Company's net income for the
second quarter of 2003 was $2.9 million compared with a $0.2
million loss in the second quarter of 2002.

Net sales for the six months ended June 30, 2003 decreased 4% to
$119.0 million compared with $123.8 million in the first six
months of 2002.  The decrease was the result of lower sales in the
North American and the U.S. Services Stores operating segments,
while sales in the Company's International segment increased.
Operating income for the six month period was $10.0 million
compared to $6.6 million in the same period of 2002.  This
increase was the result of a 400 basis point increase in the gross
profit margin to 44.4% on a more favorable sales mix and the
impact of a weaker U.S. dollar, as well as slightly lower
operating expenses.  Net interest expense decreased by $0.7
million to $11.2 million for the period as a result of lower
average borrowings.  Other income increased by $0.3 million for
the first six months of 2003 compared to the same period of 2002
as a result of an increase in currency gains within the
International segment.  The Company had a net loss of $0.9 million
for the first six months of 2003 compared with a net loss of
$4.3 million in the first six months of 2002.

As of June 30, 2003 debt was $180.5 million, compared to $203.1
million as of June 30, 2002.  Additionally, cash increased to
$24.8 million compared to $3.7 in the prior year.  This combined
improvement of $43.7 million was the result of improvements in
earnings and working capital management.

Neil DeFeo, Remington's Chairman, Chief Executive Officer and
President, commented:  "We are pleased to report higher sales and
record high profits for the second quarter of 2003.  Our profits
for the quarter and six months to date reflect fundamental
improvements within the Company.  Specifically, our focus on our
core products has allowed us to generate significantly higher
margins.  Additionally, this focus has helped us control our
working capital resulting in a $22.6 million decline in total
borrowings and an increase in cash of $21.1 million compared to
June 2002."

Remington Products Company, L.L.C. -- whose June 30, 2003 balance
sheet shows a net capital deficit of about $26 million -- is a
leading consumer products company focusing on the development and
marketing of personal care products.  The Company designs and
distributes electric shavers and accessories, grooming products,
hair care appliances, and other small electrical consumer
appliances.  The Company's headquarters are located at 60 Main
Street, Bridgeport, Connecticut.


RENT-A-CENTER: Repurchases 440,000 Shares of Common Stock
---------------------------------------------------------
Rent-A-Center, Inc. (Nasdaq/NNM:RCII), the leading rent-to-own
operator in the U.S., has agreed to repurchase an aggregate of
440,000 shares of its common stock at $73 per share:

    * 200,000 of which will be repurchased from Mark E. Speese,
      the Company's Chairman of the Board and Chief Executive
      Officer,

    * 200,000 of which will be repurchased from Apollo Investment
      Fund IV, L.P. and Apollo Overseas Partners IV, L.P., and

    * 40,000 of which will be repurchased from Mitchell E. Fadel,
      the Company's President and Chief Operating Officer.

In connection with the recent refinancing of the Company's debt
and equity structure, the Company effected the repurchase of
1,769,960 shares of its common stock pursuant to a tender offer
for up to 2,200,000 shares of common stock. The Company also
recently repurchased 774,547 shares of its common stock pursuant
to the previously announced agreement with the Apollo entities.
The tender offer and the agreement with the Apollo entities
resulted in the repurchase of a total of 2,544,507 shares of the
Company's common stock at $73 per share.

"The repurchases announced [Fri]day are consistent with our stated
intention to repurchase a total of 3,200,000 shares of our common
stock," commented Robert D. Davis, the Company's Chief Financial
Officer. "These purchases will bring the total shares repurchased
to 2,984,507 shares, still short of our 3,200,000 goal. As such,
we intend to continue repurchasing shares of our common stock in
the open market or in privately negotiated transactions," Davis
continued, "to the extent we have available cash on hand which is
not needed for store openings, acquisitions or other corporate
purposes."

The repurchase transactions were made pursuant to the Company's
stock repurchase program. Following the closing of these
repurchases, approximately $23.6 million will be available under
the stock repurchase program for additional open market and
privately negotiated repurchases of common stock.

Rent-A-Center, Inc. (S&P/BB-/Positive), headquartered in Plano,
Texas currently operates 2579 company-owned stores nationwide and
in Puerto Rico. The stores generally offer high-quality, durable
goods such as home electronics, appliances, computers, and
furniture and accessories to consumers under flexible rental
purchase agreements that generally allow the customer to obtain
ownership of the merchandise at the conclusion of an agreed-upon
rental period. ColorTyme, Inc., a wholly owned subsidiary of the
Company, is a national franchisor of 321 rent-to-own stores, 309
of which operate under the trade name of "ColorTyme," and the
remaining 12 of which operate under the "Rent-A-Center" name.


SAFETY-KLEEN: IRS Wants Payment of $7.4M Corporate Income Taxes
---------------------------------------------------------------
The Internal Revenue Service wants payment from Safety-Kleen
Systems, Inc., of $4,711,314.54 for 1992 corporate income taxes
plus $203,555.52 in interest through September 1, 2003.  E.
Hennessey, an IRS Insolvency Manager, describes this $4,914,870.08
demand as a "protective filing."

The IRS puts a similar Motion and Request before the Bankruptcy
Court, described as another protective filing, demanding
$2,469,334.05 for 1992 corporate income taxes owed by Safety-Kleen
Corporation plus $106,689.25 in interest through September 1,
2003, for a total of $2,576,023.30.

These claims total $7,490,893.38.  The Government doesn't ask for
payment of any penalties in either claim. (Safety-Kleen Bankruptcy
News, Issue No. 61; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


SAGENT TECHNOLOGY: Group 1 Extends Existing Loan Until Sept. 30
---------------------------------------------------------------
Sagent (Nasdaq:SGNT.OB) has entered into agreements with Group 1
Software Inc. to (1) extend the due date for the existing loans
from Group 1 totaling $7 million in principal from July 31, 2003
to September 30, 2003, (2) obtain up to $2 million in additional
loans from Group 1 on the same terms as the existing loans and (3)
extend the outside date for closing the sale of Sagent's assets to
Group 1 until October 30, 2003.

Sagent plans to schedule a new stockholders meeting for late
September for the stockholders to consider approval of the sale of
assets to Group 1.

Additionally, Group 1 and Sagent have decided to expand their
commercial relationship beyond the original cooperative marketing
agreement of May 2003, to cross-license to each other certain code
bases which will permit each of the companies to get to market
faster with advanced functionality embedded in their respective
products. Group 1 Software Inc. will also become a worldwide
reseller for all of Sagent's products.

Commenting on Friday's announcement, Andre M. Boisvert, Sagent's
Chairman & CEO, said, "This agreement is a clear and mutual
endorsement by both Group 1 and Sagent that our combined
technologies and people would and will better serve our respective
customers and partners." Boisvert went on to add, "it was
unfortunate that a lack of a quorum at our special stockholders'
meeting earlier this week prevented us from consummating the sale
of our operational assets to Group 1 but we are confident that by
resetting the date of record, in order to better reflect the
interest of our current stockholders, that next month's special
meeting of stockholders will have a much different level of
stockholder participation."

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

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


SAMUELS JEWELERS: Files for Chapter 11 Reorganization in Del.
-------------------------------------------------------------
Samuels Jewelers Inc., (Nasdaq:SMJW) has filed a voluntary
petition under Chapter 11 of the U.S. Bankruptcy Code with the
U.S. Bankruptcy Court in the District of Delaware to reorganize
the Company and restructure its debt as the next step in a
successful turnaround effort begun over two years ago. Samuels is
the eighth-largest retail jewelry chain in America.

               All Operations to Continue as Usual
                with No Interruption in Services

The Company intends to continue to conduct business as usual.
Customers nationwide will continue to receive superior service
without interruption. Post-petition obligations to vendors,
employees and others will be honored and satisfied in the normal
course of business.

Samuels intends to use the chapter 11 process to reorganize
approximately $78 million in debt to greatly reduce the burden of
the Company's debts incurred over the last five years and to
position Samuels for continued growth and increased profitability.
The Company's intention is to convert certain debt to equity in
order to clean up its balance sheet thus positioning Samuels as a
stronger Company.

Randy McCullough, who became President and CEO of Samuels in March
1998, said, "This is a positive step that continues to build on
the successful turnaround effort we began over two years ago. Our
efforts have already resulted in greatly improved customer
satisfaction and retention rates, improved associate productivity
and improved EBITDA performance. When we emerge from these
proceedings with a new capital structure combined with the
commitment of our management team and employees to execute our
strategy, we believe we will finally be able to unlock Samuels'
tremendous potential."

Mr. McCullough continued, "This is an industry with remarkable
growth opportunities. At the same time, the debt burden incurred
in the past has seriously limited Samuels' ability to move forward
to capture increased market share in our existing stores. After
careful consideration of the various strategic alternatives
available to the Company, we have determined that the decision to
pursue restructuring of our debt through Chapter 11 is the optimum
solution, given current economic conditions and the current state
of the equity and debt markets. Restructuring our debt burden will
provide:

     --  The resources to continue to improve market share and
         customer count;

     --  The means to further enhance our product offering to our
         customers; and

     --  Access to the operating capital to complete all phases of
         the turnaround."

          Positioned to Take Advantage of Sales Growth
             Opportunities in the Jewelry Industry

Mr. McCullough noted that, despite the current pressure on sales
in the jewelry sector, the demand for diamonds is expected to
continue increasing in 2003 and subsequent years. The jewelry
industry is poised for high growth as demand increases over the
next several years.

"Samuels is operationally and strategically positioned to take
full advantage of this business opportunity," Mr. McCullough said,
"with a strong brand, knowledgeable and motivated employees and a
seasoned, experienced management team committed to staying with
the Company through this process focused on executing our
strategic plan. We believe our plan will provide for a
significantly better capitalized Company that will allow us to
further improve our customer service, product offering, store
contribution and to systematically grow our business."

       Senior Management Committed to Building on Progress

Senior management, including Mr. McCullough, is committed to
building on the progress the Company has achieved thus far and
will remain in place to lead Samuels through the Chapter 11
proceedings and beyond. They have made substantial progress and
will continue with efforts to: streamline operations, continue to
institute strict financial controls, improve the Company's revenue
and provide the superior customer service that has become a
hallmark of the Company.

Mr. McCullough concluded, "I look forward to the coming months,
working closely with the management team and our talented and
dedicated employees to realize the goals we have set for Samuels
and for ourselves. In addition, I will be working with our vendor
partners, with whom we have strong relationships, to further
improve on our merchandise assortments in order to maximize the
return on our mutual investment in Samuels."

                     Background on Chapter 11

Chapter 11 of the U.S. Bankruptcy Code allows a Company, like
Samuels, to continue to operate its business and manage its assets
in the ordinary course of business. Congress enacted Chapter 11 to
avoid the negative effects of liquidation proceedings and to
enable a business to preserve its going concern value and its
operations, as well as to provide its employees with jobs and to
satisfy creditor claims based upon the value of the reorganized
Company.

Samuels Jewelers Inc., operates a national chain of specialty
retail jewelry stores located in regional shopping malls, power
centers, strip centers and stand-alone stores. The Company sells
fine jewelry items in a wide range of styles and prices, with a
principal emphasis on diamond and gemstone jewelry. As of August
4, 2003, the Company operates 113 retail jewelry stores in 19
states. The Company also sells jewelry online at
http://www.SamuelsJewelers.com

The Company currently operates stores under the following four
trade names: "Samuels," "C&H Rauch," "Schubach" and "Samuels
Diamonds." Measured by the number of retail locations, Samuels is
the eighth-largest specialty retailer of fine jewelry in the
country.


SAMUELS JEWELERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Samuels Jewelers, Inc.
        2914 Montopolis Drive
        Suite 200
        Austin, Texas 78741

Bankruptcy Case No.: 03-12399

Type of Business: The debtor operates a national chain of
                  specialty retail jewelry stores located in
                  regional shopping malls, power centers, strip
                  centers and stand-alone stores.

Chapter 11 Petition Date: August 4, 2003

Court: District of Delaware

Judge: Mary F. Walrath

Debtor's Counsel: Scott D. Cousins, Esq.
                  William E. Chipman Jr., Jr.
                  Victoria W. Counihan, Esq.
                  Greenberg Traurig LLP
                  Brandywine Bldg
                  1000 West St.
                  Suite 1540
                  Wilmington, DE 19801
                  Tel: 302 661-7000
                  Fax: 302-661-7360

Total Assets: $42,500,000

Total Debts: $78,400,000

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Michael Werdiger Inc.       Trade                   $1,193,683
Attn: Richard Werdiger
35 West 45th Street
New York, NY 10036
Tel: 212-869-5160
Fax: 212-391-5471

M. Fabrikant & Sons Inc.    Trade                     $884,302
Attn: Mike Shaffet
One Rockefeller Plaza
New York, NY 10020
Tel: 212-554-9730
Fax: 212-338-1099

Amikam                      Trade                     $611,210
Attn: Samir Mehta
592 Fifth Avenue
3rd Floor
New York, NY 10036
Tel: 212-869-1889
Fax: 212-764-7593

Shane of New York Inc.      Trade                     $569,129
Attn: Sahne Manilial
1212 Avenue of the Americas
Suite 1401
New York, NY 10036
Tel: 212-302-4502
Fax: 212-921-8767

Seiko Time                  Trade                     $450,465
Attn: Kevin Green
PO Box 100167
Atlanta, GA 100167
Tel: 800-332-8463
Fax: 201-512-3309

S A Kitsinian, Inc.         Trade                     $319,225
Attn: Sarkis Kitsinian
6743 Odessa Avenue
Van Nuys, CA 91406
Tel: 800-821-2351
Fax: 818-988-9592

Star Ring Inc.              Trade                     $294,505
Attn: Mitchell Reiffin
9256 Owensmouth Avenue
Chatsworth, CA 91311
Tel: 818-773-4900
Fax: 818-773-4910

Europa Diamond Syndicate    Trade                     $224,035

Basic Programs Ltd.         Trade                     $219,639

Frederick Goldman Inc.      Trade                     $169,776

R.P. Diamond & Gold Inc.    Trade                     $138,995

S&S Jewelry Corp.           Trade                     $131,304

Ambras Fine Jewelry Corp.   Trade                     $118,851

CJC Holdings Inc.           Trade                     $118,169

MGM Jewelry Mfg. Co. Inc.   Trade                     $109,581

Merit Diamond Corp.         Trade                     $101,627

Regent Fine Jewelry         Trade                      $97,293

Delaware Secretary of State Trade                      $90,000

Bulova Watch Corp.          Trade                      $79,562

De Hantsetter & Verhaere    Trade                      $79,063


SEITEL INC: Brings-In Jefferies & Company as Investment Banker
--------------------------------------------------------------
Seitel, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for approval to hire Jefferies
& Company, Inc., as their Investment Bankers as necessary during
the course of the companies' chapter 11 restructuring.

The Debtors expect Jefferies & Company to:

     a) become familiar, to the extent Jefferies deems
        appropriate, with and analyze the business, operations,
        properties, financial condition and prospects of the
        Debtors;

     b) assist and advise the Debtors in implementing a plan of
        reorganization on behalf of the Debtors;

     c) assist and advise the Debtors in evaluations and
        analyzing a Reorganization including the value of the
        securities, if any, that may be issued to any creditors
        or equity holders under any reorganization plan; and

     d) render such other financial advisory services as may
        from time to time be agreed upon by the Debtors and
        Jefferies.

Jefferies' compensation will be:

     a) a $500,000 Financial Advisory Fee;

     b) a Placement Fee equal to the aggregate of

          (i) 3.5% of the aggregate principal amount of any new
              debt Securities issued,

         (ii) 5.0% of the aggregate gross proceeds from the
              private sale of any equity Securities to all other
              purchasers, plus

        (iii) 7.0% of the aggregate gross proceeds from the
              public offering and sale of any equity Securities;


     c) an M&A Fee equal to 1.25% of the total Sale Value;

     d) if a consummated plan provides for Ranch Capital LLC or
        Berkshire Hathaway Inc. or any partner or co-investor, the
        Company will pay Jefferies $2,125,000; and

     e) in the event the Debtors request a Fairness Opinion in
        connection with a Transaction, then the Debtors will pay
        Jefferies a nonrefundable $100,000 fee.

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


SHERIDAN GROUP: S&P Rates $100 Million Senior Secured Notes at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to the
Sheridan Group Inc.'s proposed $100 million senior secured notes
due 2011. Proceeds from the proposed note issue, together with $44
million equity investment by Bruckmann, Rosser, Sherrill & Co.,
and Jefferies Capital Partners, will be used to complete the
acquisition of the Sheridan Group by Sheridan Acquisition (upon
consummation of the transaction, Sheridan Acquisition will merge
into the Sheridan Group as the surviving entity) and for working
capital and other related expenses.

In addition, a 'B+' corporate credit rating was assigned to the
company. The outlook is stable. Hunt Valley, Maryland-based
Sheridan provides a full range of printing, publishing, and other
support services. Pro forma debt outstanding at June 30, 2003, was
approximately $101 million.

"The ratings on the Sheridan Group reflect the company's small
cash flow base, expected ongoing growth strategy, and competitive
market conditions in the print industry. These factors are
tempered by the company's niche position in the scientific,
technical and medical journal segment, diversified customer base,
and long-term customer relationships and contracts," said Standard
& Poor's credit analyst Michael Scerbo.

The company serves more than 3,000 customers including publishers,
associations, and university presses. Sheridan has six fully owned
specialty printing subsidiaries, concentrating in domestic STM
journals, short-run books, specialty magazines, and article
reprints.


SK GLOBAL AMERICA: Schedules & Statement Might Appear on August 20
------------------------------------------------------------------
SK Global asked the U.S. Bankruptcy Court for the Southern
District of New York for an extension of time to prepare and
deliver its Schedules and Statements until October 4, 2003.
That's a bit too long at this early juncture, Judge Blackshear
says.  With that in mind, Judge Blackshear extends the deadline
for SK Global America Inc., to file its Schedules of Assets and
Liabilities and Statement of Financial Affairs through August 20,
2003, without prejudice to the Debtor's right to request further
extensions as necessary. (SK Global Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


SMITHWAY MOTOR: Obtains Waivers for Loan Covenant Violations
------------------------------------------------------------
Smithway Motor Xpress Corp. (Nasdaq: SMXC) announced financial and
operating results for the second quarter and six months ended June
30, 2003.

For the quarter, operating revenue decreased approximately 6.6% to
$42.2 million from $45.2 million for the corresponding quarter in
2002. Smithway's net loss was $458,000, compared with net loss of
$1.2 million for the same quarter in 2002.

For the first six months in 2003, operating revenue decreased
approximately 5.0% to $82.1 million from $86.5 million for the
first six months in 2002. Smithway's net loss was $2.0 million,
compared with net loss of $3.2 million for the first six months in
2002.

The improvement in performance is primarily attributable to
decreased expenses resulting from ongoing cost containment
efforts. On a cost per mile basis, comparing second quarter 2003
to second quarter 2002 non-driver wages decreased 20.6%, fringe
benefits decreased 12.0%, fuel expense, net of fuel surcharge
revenue, decreased 7.9% and general and administrative costs
decreased 20.7%. Following the end of the quarter, five operating
terminals have been consolidated into existing locations and two
maintenance facilities have been closed. These measures are a part
of the Company's initiatives to return to profitability.

Following the end of the quarter the Company obtained waivers for
loan covenant violations at June 30, 2003. Additionally, the
primary lender extended the due date of the credit agreement to
July 1, 2004.

At June 30, 2003, Smithway Motor Xpress' balance sheet shows that
its total current liabilities outweighed its total current assets
by about $4 million.

In other matters, the Company has scheduled its annual
shareholders meeting for Friday, October 24, 2003, at 10:00 a.m.
in Fort Dodge, Iowa.

Smithway is a truckload carrier that hauls diversified freight
nationwide, concentrating primarily on the flatbed segment of the
truckload market. Its Class A Common Stock is traded on the Nasdaq
National Market under the symbol "SMXC."


SOLUTIA: Fitch Lowers Facility & Senior Debt Ratings to B-/CCC
--------------------------------------------------------------
Fitch Ratings has lowered Solutia Inc.'s senior secured bank
facility (revolver) rating to 'B-' from 'BB-' and lowered the
senior unsecured debt and senior secured notes rating to 'CCC'
from 'B'. The ratings have been placed on Rating Watch Negative.
The ratings downgrade is based on a number of factors including
near-term liquidity issues, as well as continued weak operating
performance. Weak earnings and cash flow generation has resulted
in the deterioration of the company's overall credit quality.

The Rating Watch Negative status reflects a number of near term
issues. These include the ability of the firm to successfully
obtain additional bank covenant waivers, current renegotiation of
credit facilities which expire in August 2004, as well as the
result of Solutia's decisions after looking at all available
alternatives regarding liquidity and legacy issues. Additionally,
the risk related to the polychlorinated biphenyls contamination
litigation in Anniston, Alabama may continue to hinder Solutia's
refinancing efforts.

Solutia is a specialty chemical company with $2.2 billion in sales
in 2002. This diverse company produces films, resins, and nylon
plastics and fibers for domestic and international markets. Some
of Solutia's products are name brands, such as Saflex plastic
interlayer for windows and Wear-Dated carpet fibers. End-use
markets for Solutia's products include construction and home
furnishings, automotive, aviation/transportation, electronics, and
pharmaceuticals.


TRICO MARINE: Inks Pact to Sell Brazilian Asset to Up Liquidity
---------------------------------------------------------------
Trico Marine Services, Inc. (Nasdaq: TMAR) has entered into an
agreement to sell its interest in a newbuild construction project
for an anchor handling, towing and supply vessel in Brazil in
furtherance of the Company's plan to enhance liquidity.

The Company has agreed to sell its interest in a construction
contract for an AHTS being built in Brazil and a contract with
Petrobras to charter the vessel once completed.  Nordea Securities
acted as a consultant for the transaction.  The Company
anticipates recovering substantially all of its costs related to
the project.  The purchase agreement is subject to customary
closing conditions including final approval from Petrobras.

As part of this liquidity enhancing plan, the Company also
announced the refinancing of its outstanding NOK term loan.  The
new three-year NOK 150 million term loan facility contains
identical covenants to the existing NOK revolving credit facility.
Proceeds from the loan were used to paydown an outstanding NOK 40
million term loan and repay amounts outstanding under the
Company's NOK 760 million revolving credit facility and provide
additional borrowing capacity.

Additional information about the Company's plans to improve its
liquidity are discussed in the Company's Form 10-Q for the quarter
ended March 31, 2003, previously filed with the Securities and
Exchange Commission.

Trico Marine provides a broad range of marine support services to
the oil and gas industry, primarily in the Gulf of Mexico, the
North Sea, Latin America, and West Africa.  The services provided
by the Company's diversified fleet of vessels include the marine
transportation of drilling materials, supplies and crews, and
support for the construction, installation, maintenance and
removal of offshore facilities.  Trico has principal offices in
Houma, Louisiana, and Houston, Texas.

As reported in Troubled Company Reporter's June 18, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on petroleum industry services provider Trico Marine
Services Inc., to 'B' from 'B+' and senior unsecured rating to
'CCC+' from 'B'. The ratings downgrade follows a review of Trico's
current and expected liquidity and financial performance. The
outlook remains negative.

As of March 31, 2003, Houma, Louisiana-based Trico had roughly
$382 million worth of debt outstanding.


UAL CORPORATION: Second Quarter Loss Doubles to $623 Million
------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, reported its second-
quarter financial results and released its Monthly Operating
Report for June.

UAL's second-quarter loss was $623 million, or a loss per basic
share of $6.26, which includes a net $147 million in special items
described in the notes to the financial tables. This performance
compares to a second-quarter 2002 tax-effected loss of $341
million, or a loss per basic share of $6.08, including special
items.  Excluding $300 million received from the  government in
compensation for losses related to the Iraq war and $447 million
in special items, UAL's loss for the second quarter totaled $476
million, or a loss per basic share of $4.79.

"The second quarter began as a severe challenge for United and the
industry as a whole, but we saw a particularly positive trend as
we moved through the period," said Glenn Tilton, chairman,
president and chief executive officer.  "We steadily improved
revenue and realized a 4% improvement in domestic passenger unit
revenue for June over the same month last year.  We also achieved
a large decrease in our labor and other costs as we continue to
implement our various cost-reduction initiatives," continued
Tilton.  "Despite the continued difficult economic environment,
the improvement in both revenue and cost is encouraging."

The Company recorded positive operating cash flow of almost $2
million per day in the quarter, excluding the $300 million in
government reimbursement and a $365 million income tax refund the
Company received during the quarter.  The Company's cash position
increased to $2.3 billion, including $684 million in restricted
cash.

In June, for the fifth straight month, United satisfied the
covenants of its debtor-in-possession financing, which required
the Company to achieve a cumulative EBITDAR (earnings before
interest, taxes, depreciation, amortization and aircraft rent)
loss of no more than $585 million between December 2002 and June
2003.

                     Operational Performance

As the Company continued to reduce unit costs during the quarter,
United employees delivered strong operational performance,
including:

    * On-time departure performance in the quarter was the best in
      United's history at 76.9 %.

    * Arrivals within 14 minutes of schedule was 86.1% for the
      quarter, another all-time record for United, compared to
      82.3% for the same period last year.

    * For January through May 2003, United is #1 in arrivals
      within 14 minutes of schedule among the six major network
      carriers, according to the U.S. Department of
      Transportation.

    * For January through May 2003, United had the second fewest
      passenger complaints among the six major network carriers,
      also according to US DOT rankings.

    * For the first six months of 2003, United recorded its
      highest customer satisfaction since the Company began
      studying a set of key customer perception and service
      metrics in 1996.  Performance in all the metrics on which
      the survey is based, including flight attendant service,
      check-in efficiency and on-time performance among others,
      were well above last year's levels.

During the quarter, United made significant progress enhancing its
customer value proposition and improving revenue performance,
including:

    * Fully restoring United's transatlantic schedule by June 2,
      2003.

    * Announcing the phased restoration of United's Pacific
      schedules to be completed by September 3, 2003.

    * Adding 160 domestic flights to accommodate current strong
      levels of demand.

    * Executing agreements to expand United's regional jet network
      and significantly reducing turboprop operations.

    * Continuing efforts to further improve United's Mileage Plus
      program, already recognized as the industry's leading
      frequent flyer program, with well-received marketing
      initiatives targeting our core business customers, including
      "Fly Three, Fly Free" and "Travel the World for Free"
      incentives.

    * Introducing Verizon JetConnect onboard e-mail access, online
      check-in, Easy Update -- an industry-leading wireless flight
      information notification service -- and a new, more
      customer-friendly boarding process.

                       Financial Results

UAL's second quarter 2003 operating revenues were $3.1 billion,
down 18% compared to second quarter 2002.  Passenger revenue for
the quarter was down 18% from last year on a 14% decrease in
capacity.  System passenger unit revenue was 4% lower on a 7%
yield decline and a 2.6 point increase in load factor.  Traffic
decreased 11% year-over-year.  United's load factor for the
quarter was 77%.

United's operating expenses for the quarter were $3.5 billion,
down 17% from the same quarter last year.  While the Company's
unit cost (operating expenses per available seat mile) decreased
3%, excluding its fuel subsidiary and special items, unit cost
decreased 6% year-over-year.  This unit cost improvement was among
the best in the industry.

Salaries and related costs decreased $543 million or 30% for the
quarter. This amount reflects the dramatic reduction in wages,
changes in benefits and changes in work rules and productivity
improvement associated with United's new collective bargaining
agreements, including a benefit of $102 million for the reversal
of accruals as a result of contract renegotiations. While capacity
was down for the quarter, productivity was up 9% for the quarter
year-over-year and in June improved 12% over June 2002.

Aircraft rent was down $73 million or 35% compared to second
quarter 2002. United is still in negotiations with respect to a
large number of aircraft in its fleet and further savings are
expected to be realized as these negotiations are finalized over
the next several months.

The Company had an effective tax rate of zero for the second
quarter, which makes the Company's pre-tax loss the same as the
Company's net loss.  In the second quarter of 2002, the Company
recorded a credit for income taxes of $191 million.

               June Monthly Operating Report

On Friday, UAL filed, with the United States Bankruptcy Court, its
Monthly Operating Report for June.  The Company maintained a
strong cash balance in June, and for the fifth straight month, met
requirements of its DIP financing agreements.

United began June with a cash balance of approximately $2.2
billion, which included $659 million in restricted cash (filing
entities only).  It ended the month with a cash balance of
approximately $2.3 billion, which included $674 million in
restricted cash (filing entities only). The Company's cash balance
increased approximately $92 million for the month, or
approximately $3 million per day.  The Company said it also
expects to meet the EBITDAR requirements for its DIP agreements in
July.

The Company said that it had earnings from operations of $20
million and a net loss of $310 million for June 2003, which
includes $334 million in reorganization expense.

News releases and other information about United Airlines can be
found at the Company's Web site at http://www.united.com


UICI: AMS Unit Obtains Waiver of Defaults Under Financing Docs.
---------------------------------------------------------------
UICI (NYSE: UCI) reported operating results at its Self-Employed
Agency Division, Group Division, Life Division and Other Key
Factors business segments for the three and six months ended June
30, 2003. Full consolidated results of operations and balance
sheet data for the Company have been withheld pending further
investigation by the Audit Committee of the Company's Board of
Directors into previously disclosed negative developments at the
Company's Academic Management Services Corp. subsidiary.

UICI's results of operations at its Self-Employed Agency Division,
Group Insurance Division, Life Division and Other Key Factors
business segments were particularly impacted by the following
factors:

                    Self Employed Agency Division

The Company's Self Employed Agency Division enjoyed significant
continued period-over-period growth in both revenue and operating
income. Operating income increased to $24.5 million and $48.3
million in the three and six-month periods ended June 30, 2003,
respectively, from $19.7 million and $35.4 million in the
corresponding 2002 periods. Earned premium revenue increased from
$222.4 million in the second quarter of 2002 to $297.8 million in
the second quarter of 2003 and from $418.5 million in the first
six months of 2002 to $579.2 million in the first six months of
2003. For the six months ended June 30, 2003, submitted annualized
premium volume increased to $462.8 million from $457.8 million in
the corresponding 2002 period. Submitted annualized premium volume
decreased to $215.5 million in the second quarter of 2003 from
$230.6 million in the corresponding period of the prior year.
Submitted annualized premium volume in any period is the aggregate
annualized premium amount associated with health insurance
applications submitted by the Company's agents for underwriting by
the Company.

Operating income as a percentage of earned premium revenue in the
three and six months ended June 30, 2003 was 8.2% and 8.3%,
respectively, compared to 8.8% and 8.5% in each of the
corresponding periods of the prior year. This decrease in
operating margin was attributable primarily to the higher
commission expense associated with the increase in first year
earned premium revenue. The SEA Division's results for the first
six months of 2003 included pre-tax income in the amount of $4.8
million associated with the release of reserves resulting from an
adjustment to the Company's reserve methodology and certain
changes in accounting estimates.

                      Group Insurance Division

The Company's Group Insurance Division (consisting of the
Company's Student Insurance and STAR HRG business units) reported
operating income of $3.0 million and $8.1 million in the three and
six months ended June 30, 2003, respectively, compared to
operating income of $3.3 million and $5.1 million in the
corresponding 2002 periods. The increase in operating income for
the six month 2003 period was primarily attributable to the
incremental operating income associated with the Company's STAR
HRG unit (which was acquired by the Company on February 28, 2002)
and an increase in earned premium revenue and a moderate decrease
in administrative expenses as a percentage of earned premium at
the Company's Student Insurance Division. These favorable factors
were offset somewhat by a slight increase in the loss ratio at the
Group Insurance Division.

                     Life Insurance Division

For the three and six months ended June 30, 2003, the Company's
Life Insurance Division reported operating losses of $4.7 million
and $2.9 million, respectively, compared to operating income of
$2.8 million and $5.4 million in the corresponding 2002 periods.
The decrease in the three months ended June 30, 2003 was primarily
attributable to a previously announced charge associated with the
final resolution of litigation arising out of the close down in
2001 of the Company's former workers compensation business and
costs associated with the closedown of the Company's College Fund
Life Division operations.

                         Other Key Factors

In the three and six months ended June 30, 2003, the Company's
Other Key Factors segment reported operating losses of $2.8
million and $1.9 million, respectively, compared to operating
losses of $10.5 million and $15.4 million in the corresponding
periods of 2002. The decrease in losses in the Other Key Factors
category in the first six months of 2003 as compared to 2002 was
primarily attributable to significant decreases in variable stock-
based compensation expense in 2003 and $5.1 million of realized
losses taken in the second quarter of 2002. The continued lower
prevailing interest rate environment in 2003 negatively affected
investment income attributable to equity determined after
allocation to operating segment portfolios. Investment income
after allocation to the operating segments decreased by $1.4
million in the first quarter of 2003 and by $2.2 million in the
first six months of 2003, in each case as compared to such income
in the corresponding 2002 periods.

In connection with the Company's stock accumulation plans
established for the benefit of the independent insurance agents
and independent sales representatives associated with UGA --
Association Field Services, New United Agency and Cornerstone
America, the Company has recognized and will continue to recognize
non-cash variable stock-based compensation benefit (expense) in
amounts that depend and fluctuate based upon the market
performance of the Company's common stock. In the three and six
months ended June 30, 2003, the Company recognized non-cash
variable stock-based benefit expense in the amount of $1.7 million
and $452,000, respectively, associated with its agent stock
accumulation plans. During the three and six months ended June 30,
2002, the Company recognized non-cash variable stock-based expense
in the amount of $6.8 million and $11.3 million, respectively, of
which $3.9 million and $5.7 million, respectively, was
attributable to the Company's stock accumulation plans established
for the benefit of its independent agents, $2.2 million and $4.1
million, respectively, was attributable to the allocation of the
$5.25 UICI shares under the UICI Employee Stock Ownership and
Savings Plan and $700,000 and $1.5 million, respectively, was
attributable to other stock-based compensation plans. As of
December 31, 2002, all $5.25 UICI shares had been allocated to
participants' accounts under UICI's Employee Stock Ownership and
Savings Plan. Accordingly, in all periods commencing after
December 31, 2002 the Company will not recognize additional
variable stock-based compensation associated with the ESOP feature
of the UICI Employee Stock Ownership and Savings Plan.

          Developments at Academic Management Services Corp.

Academic Management Services Corp., (based in Swansea, MA) is a
wholly owned subsidiary of UICI engaged in the student loan
origination and funding business, student loan servicing business,
and tuition installment payment plan business. AMS finances its
student loan origination activities through seven special
financing subsidiaries that issue debt securities secured by a
pledge of student loans and other qualified collateral.

On July 21, 2003, UICI reported the discovery of a shortfall in
the type and amount of collateral supporting two of the
securitized student loan financing facilities entered into by
three special financing subsidiaries of AMS. The problems at one
of the financing facilities (the EFG-III LP commercial paper
conduit facility) are of three types: insufficient collateral, a
higher percentage of alternative loans (i.e., loans that are
privately guaranteed as opposed to loans that are guaranteed by
the federal government) included in the existing collateral than
permitted by the loan eligibility provisions of the financing
documents and failure to provide timely and accurate reporting.
The problems related to the second financing subsidiary (AMS-1
2002, LP) consist primarily of a higher percentage of alternative
loans included in the existing collateral than permitted by the
loan eligibility provisions of the financing documents, and the
failure to provide timely and accurate reporting. In addition, AMS
and the other four special financing subsidiaries of AMS have
failed to comply with their respective reporting obligations under
the financing documents.

As announced on July 24, 2003, AMS has obtained waivers and
releases from interested third parties, as described more fully
below, with respect to four of the six securitized student loan
financing facilities. The waiver and release agreements were
entered into with Bank of America and Fleet Bank (the providers of
a liquidity facility that supports the EFG-III, LP commercial
paper facility), Bank One (the trustee under the indentures that
govern the terms of the debt securities issued by each of AMS'
special financing subsidiaries) and MBIA Insurance Corporation
(the financial guaranty insurer of debt securities issued by four
of the seven AMS financing subsidiaries).

The waiver and release agreement for the EFG-III, LP (one of AMS'
special purpose financing subsidiaries) commercial paper
securitized student loan facility calls for UICI's contribution of
$48.25 million ($1.75 million on July 24, 2003, $36.5 million on
July 31, 2003 and $10.0 million on August 15, 2003) in cash to the
capital of AMS, all of which, as of July 31, 2003, UICI had
contributed to AMS.

The financial institutions have agreed to waive all existing
defaults under the relevant financing documents with respect to
EFG-III, LP and EFG Funding (both of which are exclusively
involved in the commercial paper program) until January 1, 2004,
which date will be automatically extended for successive 90-day
periods through September 30, 2004 if the outstanding amount of
commercial paper is reduced to agreed-upon levels from its current
outstanding amount (approximately $440 million). As previously
announced, AMS has agreed to partially address the under-
collateralization problem by transferring to EFG-III, LP
approximately $189 million of federally-guaranteed student loan
and other assets that meet loan eligibility requirements under the
financing documents and by transferring approximately $34.4
million of uninsured student loans that do not meet loan
eligibility requirements under the financing documents. In
addition, AMS will contribute to EFG-III LP $46.5 million of the
$48.25 million in cash contributed to AMS by UICI either in the
form of cash or federally guaranteed student loans. These various
transfers by AMS will substantially eliminate the shortfall in
collateral amount with respect to the EFG-III LP commercial paper
conduit facility.

With respect to the AMS-1 2002, LP facility, as of July 24, 2003,
the interested parties agreed to waive, for a period of 90 days,
all defaults, amortization events and events of default based
solely on defaults arising prior to July 24, 2003 resulting from
non-federally insured student loans included in the collateral in
excess of the maximum percentage limit for such loans as set forth
in the documents governing the financing, which waiver is not
extendable. In addition, with respect to four other student loan
financing facilities, the interested parties agreed to waive, as
of July 24, 2003, all immaterial previously-existing defaults
resulting from inaccurate or untimely reporting or any other
reporting deficiency by the applicable issuer under each such
facility, AMS or any other affiliate of AMS, for a period of 90
days, which period is not extendable. Upon expiration of the 90-
day waiver period, all then uncured events of default shall be
reinstated and be in full force and effect.

UICI believes that it has no obligations with respect to the
indebtedness of AMS' special financing subsidiaries or with
respect to the obligations of AMS relating to such financings.
Nonetheless, in exchange for UICI's capital contribution to AMS as
described above, the financial institutions named above have
agreed to release UICI from any and all existing claims or suits
(other than claims for fraud at the UICI level) that could arise
relating to the AMS student loan financing facilities.

The recently announced events at AMS have had the immediate effect
of increasing AMS' cost of borrowings used to fund AMS' student
loan originations. This increase in borrowing cost will negatively
impact the amount of student loan interest rate spread income that
AMS may earn in future periods.

Based on its investigation to date, UICI believes that its
previously published consolidated financial statements are fairly
presented. UICI will continue to assess the impact of the events
at AMS on the carrying value of UICI's investment in AMS, which,
at March 31, 2003, was approximately $62.0 million and, giving
effect to UICI's new contributions to the capital of AMS, would be
approximately $110.0 million. Any impairment in UICI's carrying
value may be reflected as a charge to UICI's earnings in the
second quarter of 2003. To assist in assessing possible
impairment, the Company has engaged an independent firm to perform
a valuation of the goodwill at AMS.

As previously disclosed, the former president of AMS has been put
on leave and relieved of all responsibilities pending the
completion of AMS' and UICI's ongoing investigation into the
matter. The Audit Committee of UICI's Board of Directors, with the
assistance of independent counsel, has commenced an investigation
into the matters and events leading to the announcement of the
collateral shortfalls at AMS' student loan financing facilities.
Final release of the Company's consolidated financial results for
the three and six months ended June 30, 2003 will be subject to
completion of such investigation to the satisfaction of the UICI
Audit Committee. The Company currently intends to file its
Quarterly Report on Form 10-Q for the quarter ended June 30, 2003
in a timely fashion. However, there can be no assurance that the
Company will in fact file its Quarterly Report on Form 10-Q on or
before August 14 as required.

                       Liquidity Issues

On July 31, 2003, UICI completed its contribution to the capital
of AMS of cash in the amount of $48.25 million in accordance with
the terms of the waiver and release agreements with the interested
third parties to the AMS financings. UICI is a holding company,
the principal assets of which are its investments in its separate
operating subsidiaries, including its regulated insurance
subsidiaries. The holding company's ability to fund its cash
requirements is largely dependent upon its ability to access cash,
by means of interest income, loans or dividends or other means,
from its subsidiaries. At June 30, 2003, the Company at the
holding company level held cash in the amount of $20.6 million.
The Company generated additional cash to fund its $48.25 million
obligations under the AMS waiver and release agreements from loans
and dividends from offshore insurance subsidiaries, reimbursements
under tax sharing agreements with subsidiaries and loans and
dividends from non- insurance subsidiaries.

Payment by UICI of the capital contributions to AMS pursuant to
the terms of the waiver and release agreements has had a material
adverse effect upon the liquidity of the Company at the holding
company level. Following payment by the Company to AMS of $48.25
million in accordance with the terms of the AMS waiver and release
agreements, at July 31, 2003, the Company at the holding company
level held approximately $8.0 million in cash. The Company
currently anticipates that it will be able to fund its future
estimated cash requirements at the holding company level with cash
currently on hand and cash generated from the sources set forth
above, plus dividends from regulated domestic insurance
subsidiaries. However, there can be no assurance that the cash
requirements at the holding company level will not exceed current
estimates.

The Company intends to adhere to its historical policy with regard
to dividends from its regulated domestic insurance company
subsidiaries. The Company's domestic insurance company
subsidiaries have not paid cash dividends in 2003. These
subsidiaries will be able to pay $39.1 million in cash dividends
to the UICI holding company in December 2003 in the ordinary
course of business without prior approval of the regulatory
authorities. However, as has been its policy in the past, during
the fourth quarter of 2003 the Company will assess the results of
operations of the regulated domestic insurance companies to
determine the prudent dividend capability of the subsidiaries,
consistent with UICI's practice of maintaining risk-based capital
ratios at each of the Company's domestic insurance subsidiaries
significantly in excess of minimum requirements. Historically, the
Company has not received dividends from its regulated domestic
insurance subsidiaries in the full amount that it could otherwise
receive without prior regulatory approval.

                    Discontinued Operations

The Company will report a net loss from discontinued operations in
the amount of $6.4 million and $6.5 million for the three and six
months ended June 30, 2003, respectively, compared to a net loss
in the corresponding periods of 2002 in the amount of $1.2 million
and $2.1 million, respectively.

Results from discontinued operations in all periods presented
include the results of the Company's former Senior Market Division
(other than premium and expenses associated with the in-force
insurance policies previously written by the Senior Market
Division). On May 30, 2003, UICI announced that its Board of
Directors, at a meeting held on May 29, 2003, adopted a plan to
close by sale or wind down the Senior Market Division, which the
Company established in 2001 to develop long-term care and Medicare
supplement insurance products for the senior market. Included in
results from discontinued operations in the three and six months
ended June 30, 2003 is a loss (net of tax) in the amount of $(7.4)
million and $(8.5) million, respectively, consisting of a write
off of impaired assets, operating losses incurred at the Senior
Market Division through the close-down date and costs associated
with the wind down and closing of the operations. The Company
currently anticipates incurring additional exit costs in the
amount of approximately $800,000, substantially all of which costs
will be expensed as incurred in future periods in accordance with
Financial Accounting Standards Board Statement No. 146, Accounting
for Costs Associated with Exit or Disposal Activities.

UICI (headquartered in North Richland Hills, Texas) through its
subsidiaries offers insurance (primarily health and life) and
selected financial services to niche consumer and institutional
markets. Through its Self Employed Agency Division, UICI provides
to the self-employed market health insurance and related insurance
products, which are distributed primarily through the Company's
dedicated agency field forces, UGA-Association Field Services and
Cornerstone America. Through its Group Insurance Division, UICI
provides tailored health insurance programs for students enrolled
in universities, colleges and kindergarten through grade twelve
and markets, administers and underwrites limited benefit insurance
plans for entry level, high turnover, hourly employees. Through
its Life Insurance Division, UICI offers life insurance products
to selected markets. The Company's Academic Management Services
Corp. unit (headquartered in Swansea, Massachusetts) seeks to
provide financing solutions for college and graduate school
students, their parents and the educational institutions they
attend by marketing, originating, funding and servicing primarily
federally guaranteed student loans and by providing student
tuition installment payment plans. In 2002, UICI was added to the
Standard & Poor's Small Cap 600 Index. For more information, visit
http://www.uici.net


U.S. CAN CORP: June 29 Net Capital Deficit Stands at $345 Mill.
---------------------------------------------------------------
U.S. Can Corporation announced the appointment of George V. Bayly
to its Board of Directors.  Mr. Bayly is currently a principal of
Whitehall Investors, LLC, a consulting and venture capital firm
located in Lake Forest, Illinois. From 1991 through 2002, he was
Chairman, President & Chief Executive Officer of Ivex Packaging
Corporation in Lincolnshire, Illinois.  Mr. Bayly has held
management, sales and marketing roles in the packaging industry
since 1969.

Carl Ferenbach, Chairman of U.S. Can's board commented, "George's
30-plus years of experience in the packaging industry will bring a
tremendous knowledge base to U.S. Can's board. We look forward to
his active participation in setting U.S. Can's future course." Mr.
Bayly is a member of the Boards of Directors of General Binding
Corporation, Packaging Dynamics Inc. and Huhtamaki, among other
corporate and charitable boards.

U.S. Can reported net sales of $210.3 million for its second
quarter ended June 29, 2003 compared to $203.6 million for the
corresponding period of 2002, a 3.3% increase. The increase is
primarily attributable to a positive foreign currency impact on
sales made in Europe and changes in product mix and pricing in the
Company's U.S. segments, partially offset by lower volume. For the
first six months of 2003, net sales increased to $409.2 million
from $389.7 million for the same period in 2002 primarily due to a
positive foreign currency impact on sales made in Europe,
partially offset by decreased International volume and sales of
metal paint products.

For the second quarter, U.S. Can reported gross income of $24.7
million (11.7% to sales), compared to $22.9 million (11.2% to
sales) in 2002. For the six months ended June 29, 2003 gross
income increased to $46.1 million (11.3% to sales) from $41.9
million (10.7% to sales) for the first six months of 2002. Gross
profit margin was positively impacted by operating efficiencies
realized from restructuring programs partially offset by the
negative impact of production inefficiencies in our International
operations.

Selling, general and administrative expenses were $1.2 million
lower than the same quarter last year and $0.9 million lower for
the year-to-date period primarily due to positive results from
Company-wide cost savings programs.

During the first half of 2003, the Company recorded special
charges of $1.6 million. The Company recorded a special charge of
$0.6 million in the second quarter of 2003 related to potential
additional severance costs in its May Verpackungen operation. A
$1.0 million charge was recorded in the first quarter of 2003
related to position elimination costs in the U.S. and Europe.

Income tax expense was $2.3 million for the second quarter of 2003
versus an income tax benefit of $0.2 million for the second
quarter of 2002. For the first half of 2003, income tax expense
was $2.9 million versus an income tax benefit of $1.9 million for
the first half of 2002. During the fourth quarter of 2002, the
Company recorded a valuation allowance as it could not conclude
that it is "more likely than not" that all of the deferred tax
assets of certain of its foreign operations will be realized in
the foreseeable future. Accordingly, in 2003 the Company did not
record an income tax benefit related to losses of those
operations.

The net loss before preferred stock dividends was $1.0 million for
the quarter ended June 29, 2003 compared to a net loss of $0.9
million for the quarter ended June 30, 2002. The net loss before
preferred stock dividends on a year-to-date basis for 2003 was
$5.0 million compared to $21.6 million for the same period of
2002. The year-to-date 2002 net loss includes the Company's non-
cash goodwill impairment charge of $18.3 million recorded in the
fourth quarter of 2002, retroactive to the first quarter of 2002.

Earnings before interest, taxes, depreciation, amortization,
special charges relating to our restructurings and certain other
charges and expenses, as defined under the terms of our Senior
Secured Credit Facility was $24.0 million for the second quarter
of 2003, an improvement of $2.5 million versus the second quarter
of 2002. Year-to-date Credit Facility EBITDA was $44.1 million for
2003, an increase of $4.6 million versus the same period of 2002.
The Company considers Credit Facility EBITDA to be a useful
measure of its current financial performance and its ability to
incur and service debt. In addition, Credit Facility EBITDA is a
measure used to determine the Company's compliance with its Senior
Secured Credit Facility. The most directly comparable GAAP
financial measure to Credit Facility EBITDA is net loss from
operations before cumulative effect of accounting change. Below is
a quantitative reconciliation of the loss from operations before
cumulative effect of accounting change to Credit Facility EBITDA.

At June 29, 2003, $90.0 million had been borrowed under the $110.0
million revolving loan portion of the Senior Secured Credit
Facility. Letters of Credit of $11.7 million were also outstanding
securing the Company's obligations under various insurance
programs and other contractual agreements. In addition, the
Company had $19.0 million of cash and cash equivalents at quarter
end. The Company is in the process of renegotiating certain credit
facilities of May Verpackungen.

On July 22, 2003, the Company completed an offering of $125
million of 10-7/8% Senior Secured Notes due 2010. The Notes are
secured, on a second priority basis, by substantially all of the
collateral that currently secures the Company's Senior Secured
Credit Facility. The Company used the $125 million in proceeds
generated from the offering to prepay $23.3 million of its Tranche
A term loan, $46.7 million of its Tranche B term loan and to
reduce its borrowings under its revolving credit facility by $55.0
million. The repayments under the revolving credit facility did
not reduce the $110.0 million amount available for borrowings
under the facility. The Company incurred approximately $7.6
million of fees and expenses related to the offering and senior
secured credit facility amendment.

At June 29, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $345 million.

U.S. Can Corporation is a leading manufacturer of steel containers
for personal care, household, automotive, paint and industrial
products in the United States and Europe, as well as plastic
containers in the United States and food cans in Europe.


U.S. CELLULAR: Completes Exchange of Wireless Assets with AT&T
--------------------------------------------------------------
United States Cellular Corporation (Amex: USM) has completed the
initial exchange with AT&T Wireless (NYSE: AWE) of certain
wireless properties that will enhance U.S. Cellular's position in
several of its existing market areas.

When the transaction is fully completed, U.S. Cellular will
acquire 10 and 20 MHz PCS licenses in 13 states, representing 12.2
million incremental population equivalents contiguous to existing
properties and 4.4 million population equivalents that overlap
existing properties. U.S. Cellular will take possession of the
acquired licenses in staggered closings to comply with service
requirements of the Federal Communications Commission. The initial
tranche of licenses represents approximately 5.9 million
incremental and 3.9 million overlapping population equivalents.

The markets acquired on Aug. 1 include Oklahoma City, Okla.; St.
Louis and Springfield, Mo.; and Portland, Maine. U.S. Cellular did
not acquire any customers or network facilities.  A complete list
of the licenses U.S. Cellular acquired on Aug. 1 and that it has
the right to acquire in the future as part of the transaction is
found in Exhibit A.  A map illustrating the properties, Exhibit B,
is available at http://www.teldta.com/whatsnew/feature080103.html

In addition to the licenses it acquired on Aug. 1, U.S. Cellular
at the same time acquired AT&T Wireless minority interests in six
U.S. Cellular-controlled markets and received approximately $31
million in cash, excluding a working capital adjustment.

In exchange for the current and future deliveries by AT&T
Wireless, U.S. Cellular transferred wireless assets in 10 markets
in Florida and Georgia to AT&T Wireless.  The assets include 25MHz
A block cellular licenses and the network facilities, customers
and associated assets of those markets.  The licenses transferred
to AT&T Wireless represent 1.5 million population equivalents and
include approximately 143,000 customers.  U.S. Cellular is not
required to deliver any further value or assets to AT&T Wireless
upon the acquisition of the deferred licenses.

The two companies first announced their intention to pursue the
transaction on March 10, 2003. Falkenberg Capital Corporation of
Denver, Colo. represented U.S. Cellular in the transaction.

John E. Rooney, president and chief executive officer of U.S.
Cellular, said, "The completion of this transaction is an
excellent example of our corporate strategy.  We have said that we
intend to strengthen our regional footprint and build on our
strengths; this exchange does just that. It gives us the
opportunity to substantially improve our competitive position in
our Midwest and Northeast markets.  It also places us in a
position to offer more competitive local and regional calling
plans encompassing broader areas than we were able to do in the
past.  This move clearly shows that we are building on our
strengths."

U.S. Cellular Corporation, the nation's eighth largest wireless
service carrier, provides wireless service to more than 4.3
million customers in 150 markets throughout 26 states. The
Chicago-based company operates on a customer satisfaction
strategy, meeting customer needs by providing a comprehensive
range of wireless products and services, superior customer support
and a high-quality network.

U.S. Cellular's Web site is http://www.uscellular.com

At March 31, 2003, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $540 million.


VISHAY: Prices $450 Million of Convertible Subordinated Notes
-------------------------------------------------------------
Vishay Intertechnology, Inc. (NYSE: VSH) had priced its offering
of $450 million principal amount of 3-5/8% convertible
subordinated notes due 2023, plus up to an additional $50 million
of notes that may be issued at the option of the initial
purchasers.  The notes will pay interest semi-annually. Holders
may convert their notes into shares of Vishay common stock,
subject to certain conditions, at a conversion price of $21.28 per
share, which is the equivalent to a conversion rate of 46.9925
shares per $1,000 principal amount of notes.  The notes will be
subordinated in right of payment to all of Vishay's existing and
future senior indebtedness and will be effectively subordinated to
all existing and future liabilities of Vishay's subsidiaries.

Vishay intends to use approximately $130 million of the offering
proceeds to pay down its revolving credit facility, approximately
$176.6 million of the offering proceeds to fund the redemption of
the convertible notes of one of its subsidiaries and approximately
$97.4 million to fund the purchase from one of the initial
purchasers of approximately $97.0 million accreted principal
amount of its Liquid Yield Option Notes (LYONs)(TM).  Vishay
intends to use the remaining proceeds for general corporate
purposes.

The notes will be redeemable at Vishay's option beginning
August 1, 2010 at a redemption price equal to 100% of the
principal amount plus accrued and unpaid interest, if any.
Holders of the notes will have the right to require Vishay to
repurchase all or some of their notes at a purchase price equal to
100% of the principal amount of the notes, plus accrued and unpaid
interest, if any, on August 1, 2008, August 1, 2010, August 1,
2013 and August 1, 2018. In addition, holders of the notes will
have the right to require Vishay to repurchase all or some of
their notes upon the occurrence of certain events constituting a
fundamental change.  On any required repurchase, Vishay may
choose to pay the purchase price in cash or shares of Vishay
common stock or any combination of cash and Vishay common stock.

The notes and the shares of common stock issuable upon conversion
of the notes have not been registered under the Securities Act of
1933 or any state securities laws and may not be offered or sold
absent registration under, or an applicable exemption from, the
registration requirements of the Securities Act of 1933 and
applicable state securities laws.  Any offers of the notes will be
made exclusively by means of a private offering memorandum.

As reported in Troubled Company Reporter's Friday Edition,
Standard & Poor's Ratings Services assigned a 'B+' rating to
Vishay's proposed $450 million subordinated convertible notes due
2023. At the same time, Standard & Poor's affirmed its 'BB'
corporate credit and senior unsecured bank loan ratings on Vishay
Intertechnology Inc. The outlook is stable. Vishay had $724
million of debt outstanding as of March 31, 2003.


WABASH NATIONAL: Completes $125MM Sale of Conv. Sr. Unsec. Notes
----------------------------------------------------------------
Wabash National Corporation (NYSE: WNC) has completed the sale of
$125 million of 3.25% convertible senior unsecured notes due 2008
in a Rule 144A offering. The net proceeds of the offering were
used to repay a portion of its outstanding indebtedness. The sale
was made to several institutional investors through Merrill Lynch
& Co. and BB&T Capital Markets as initial purchasers. Merrill
Lynch & Co. acted as the sole book running manager for the
offering.

Commenting on the transaction, Mark R. Holden, Senior Vice
President - Chief Financial Officer, stated, "We are very pleased
with the demand for and execution of this offering. We believe the
interest in this transaction confirms that we have made and are
continuing to make significant progress in structurally improving
the Company, both operationally and financially. The results of
this transaction, we believe, combined with pending asset sales
and a new syndicated bank financing will place Wabash into a
position of financial strength, unequalled within the U.S. trailer
industry. We feel this offering marks the culmination of two years
of work to turn the Company around and to secure its future."

The notes are convertible under certain circumstances into shares
of Wabash National's common stock at an initial conversion rate of
52.0833 shares per $1,000 principal amount of notes. This
represents a conversion price of $19.20 per common share, or a
conversion premium of 25% over the closing price on July 28, 2003
of $15.36. The notes bear interest at 3.25% per annum payable
semi-annually. The notes and the shares of common stock of Wabash
National issuable upon the conversion of the notes have not been
registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or
an applicable exemption from registration.

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

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

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

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

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


WEATHERLY: Hahn's Disinterestedness Hearing Set for Tomorrow
------------------------------------------------------------
On May 5, 2003, the Honorable Thomas P. Griesa of the U.S.
District Court for the Southern District of New York approved the
Securities Investor Protection Corporation's application asking
for customers of Weatherly Securities Corporation to be protected
under the Securities Investor Protection Act.  SIPC was appointed
Trustee for the liquidation of the Debtor while Hahn & Hessen, LLP
was appointed as Trustee's Counsel.

A hearing for objections to the disinterestedness of Hahn & Hessen
as Trustee's Counsel, within the meaning of Sec. 78eee(b)(6) of
SIPA, will convene tomorrow at 10:00 a.m., before the Honorable
Cornelius Blackshear.

Weatherly Securities Corporation, the principal operating
subsidiary of Weatherly International plc, had become the subject
of a series of substantial arbitration demands from customers
seeking compensatory and punitive damages.  These claims
principally arose out of the operations of the former Garden City
branch office whose operations ceased in October 2001.


WEIRTON STEEL: Names D. Leonard Wise CEO and Mark E. Kaplan CFO
---------------------------------------------------------------
Weirton Steel Corp.'s (OTC Bulletin Board: WRTLQ) Board of
Directors named D. Leonard Wise chief executive officer and Mark
E. Kaplan president and chief financial officer of the company.

The appointments follow last month's announcement by John H.
Walker that he would resign as president and chief executive
officer to pursue other business opportunities.

Wise, 68, a seasoned steel industry veteran, served as a Weirton
Steel board member from 1998 to 2002. He has significant
experience in tin mill products, Weirton Steel's chief product
line.

Kaplan, 41, who began his career at Weirton Steel in 1995, has
served for the past several years as senior vice president and
chief financial officer as well as a company board member.

"Mr. Wise brings a wealth of experience to Weirton Steel. As a
former member of our board of directors, he is fully familiar with
our company and our challenges. In addition, he has a strong
background in the bankruptcy reorganization process, something
that will benefit Weirton Steel," said Richard R. Burt, chairman
of the board. "Mr. Kaplan's service to the company has been
remarkable. In particular, he played a key role in the company's
recent restructuring program -- an endeavor that significantly
reduced our debt and costs."

Burt explained that Wise's strong steel industry management and
operations background, combined with Kaplan's financial expertise,
keeps the company on track to restructure.

Wise is best known for the turnaround of the Youngstown Sheet and
Tube Plant at Indiana Harbor, Ind., after it merged with LTV Steel
Corp., Cleveland.

"I sincerely appreciate the board's confidence and the opportunity
to help the company. I am eager to work with all of our employees
as we navigate through these difficult times. I'm sure with
everybody's help and cooperation, we will reach the best possible
outcome," Wise said.

Wise also has been reappointed to Weirton Steel's board of
directors. His executive management experience includes:

- 1994 - 1997: President and chief executive officer, Carolina
  Steel Corp., Greensboro, N.C. The company produces steel
  frameworks for bridge railways and highways in addition to
  fabricated steel for commercial and industrial applications.

- 1988 - 1991: Board member, followed by vice president and then
  as chairman and chief executive officer, Wheeling-Pittsburgh
  Steel Corp., Wheeling, W.Va. Helped guide the company's
  reorganization and emergence from bankruptcy.

- 1986 - 1990: President and chief operating officer, Slater
  Industries, a specialty steel and metals producer, Toronto,
  Canada.

- 1986: President and board member, McLouth Steel Products,
  Trenton, Mich.

- 1972 - 1985: Ascended to President, flat rolled division, of LTV
  Steel Corp., Cleveland, after serving as tin mill superintendent
  and vice president and general manager of its speciality steel
  division.

- 1957 - 1971: Started as management trainee at Bethlehem Steel
  Corp., Sparrows Point, Md. Also employed at Jones & Laughlin
  Steel Corp., Aliquippa, Pa., which later became LTV Steel Corp.,
  Cleveland, and at Youngstown Sheet and Tube Co., Indiana Harbor,
  Ind.

Kaplan joined Weirton Steel as company controller. He eventually
was named vice president of information technology and controller
before being appointed senior vice president and chief financial
officer.

"Mr. Kaplan's leadership led to the securing of a $225 million
debtor-in- possession financial facility, a vital necessity to
keep the company operating during our reorganization process,"
Burt noted. "He also has enhanced the company's presence in the
financial community by improving relationships and re-establishing
its credibility."

Burt explained that Kaplan was a key member of the management team
that, while working jointly with the company's unions,
restructured Weirton Steel from early 2001 through late 2002. The
accomplishments included:

- a $118 million reduction in principal and a $27 million interest
  savings annually through a public bond exchange.

- a new $200 million line of credit resulting in a $35 million
  availability increase.

- an innovative vendor investment of more than $40 million.

- a significant reduction in operating costs.

"Weirton Steel has its share of challenges. There is a tremendous
amount of work ahead of us and I look forward to my expanded
responsibilities and the opportunity to contribute to helping the
company achieve its goals," Kaplan noted.

"During my tenure at Weirton Steel, I've appreciated the
dedication and unyielding determination of our employees. When an
obstacle is blocking the progress of their company, they either go
around it, over it or through it. We will continue working
together to maintain a steel industry in the Upper Ohio Valley."

Before joining Weirton Steel, Kaplan was a senior audit manager
for a public accounting firm and was corporate controller for a
worldwide technical service provider of computer applications.
Both are Pittsburgh-based firms.

On May 19, Weirton Steel filed a voluntary petition to reorganize
under Chapter 11 bankruptcy protection. The appointments of Wise
and Kaplan are subject to bankruptcy court approval. Weirton Steel
is the sixth largest U.S. integrated steel producer and employs
3,500.


WILLIAMS: Agrees to End Power Contract in Exchange for $128 Mil.
----------------------------------------------------------------
Williams (NYSE: WMB) has agreed to terminate a long-term power
contract with Allegheny Energy, Inc. (NYSE: AYE) subsidiary
Allegheny Energy Supply Company, LLC, for cash consideration of
$128 million payable to Williams.

"This deal is consistent with our strategy to monetize the
contracts in our trading book," said Steve Malcolm, chairman,
president and chief executive officer.  "Ending this power-supply
arrangement will reduce credit risk specific to this contract and
return good value on the position."

The agreement is subject to certain conditions, including a
provision that Allegheny successfully completes the sale of its
energy supply agreement with the California Department of Water
Resources.  Allegheny earlier this week announced an agreement
with a third-party for its CDWR contract.

Williams is scheduled to receive $100 million upon closing of
Allegheny's CDWR contract sale and another $28 million over the
following 12 months.

Williams' contract to supply up to 1,000 megawatts of power to
Allegheny was scheduled to expire in 2018.  Williams now expects
to terminate the contract upon payment in full from Allegheny.

Williams, through its subsidiaries, primarily finds, produces,
gathers, processes and transports natural gas.  Williams' gas
wells, pipelines and midstream facilities are concentrated in the
Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard.  More
information is available at http://www.williams.com

As reported in Troubled Company Reporter's May 27, 2003 Edition,
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit rating on energy company The Williams Cos. Inc.
Ratings on Williams and its subsidiaries were removed from
CreditWatch with negative implications, where they were placed
July 23, 2002. The outlook is negative.

In addition, Standard & Poor's raised its rating on Williams'
senior unsecured debt to 'B+' from 'B' Standard & Poor's also
assigned its 'B-' rating to $300 million junior subordinated
convertible debentures at Williams. The rating on the junior
debentures is two notches below the corporate credit rating to
reflect structural subordination to the senior debt.

Tulsa, Oklahoma-based Williams has about $13 billion in
outstanding debt.


WILLIAMS COS.: Enters Pacts to Sell Assets for over $100 Million
----------------------------------------------------------------
Williams (NYSE: WMB) has entered into agreements involving the
sale of assets for cash proceeds in excess of $100 million.

In its midstream business, Williams has completed the first sale
involving a portion of its operations in Western Canada.  Canadian
Natural Resources Limited (NYSE: CNQ; Toronto) has purchased
Williams' West Stoddart natural gas processing plant for an
undisclosed amount.

The West Stoddart plant is located roughly 50 kilometers northwest
of Fort St. John, British Columbia, and has a processing capacity
of 120 million cubic feet per day.

Williams's midstream business also has agreed to sell its 20
percent aggregate ownership interest in the 3,000-mile West Texas
LPG Pipeline Limited Partnership to Buckeye Partners, L.P. (NYSE:
BPL) for approximately $28.5 million.  This system transports
natural gas liquids from points throughout Texas to Mont Belvieu,
Texas.  Williams expects to complete the sale this month, subject
to typical closing conditions.

In its energy marketing and risk management business, Williams has
sold or has agreements to sell distributed-generation units and an
associated third-party contract for approximately $31 million.
The units have a total capacity of approximately 154 megawatts.
Williams completed $21 million of the sales in June; the
transaction for the remainder is expected to close in the third
quarter, subject to typical closing conditions.

In early July, Williams also received $10.1 million from Williams
Energy Partners (NYSE: WEG) for a refined products management
business, plus an estimated $5.2 million for inventory.

The company expects to record pretax gains of approximately $3
million in the second quarter and approximately $20 million in the
third quarter related to these asset sales.

Williams (S&P, B+ Long-Term Corporate Credit Rating, Negative),
through its subsidiaries, primarily finds, produces, gathers,
processes and transports natural gas.  Williams' gas wells,
pipelines and midstream facilities are concentrated in the
Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard.  More
information is available at http://www.williams.com


WORLD HEART: Closes Convertible Debentures Private Placement
------------------------------------------------------------
World Heart Corporation (OTCBB: WHRTF, TSX: WHT) has closed a
previously announced private placement of senior subordinated
convertible debentures which realized gross proceeds of $1.2
million. As anticipated, the loan for $800,000, as announced on
July 28, 2003, has been fully repaid from the proceeds.

The debentures, which have a maturity of October 22, 2003, are
convertible at the holder's option into common shares of the
corporation for $1 per share. The debentures are callable by the
company at any time after September 15, 2003 upon payment of the
outstanding principal amount plus accrued but unpaid interest,
subject to the holders having five days in which to convert. The
debentures carry interest of 14%, and additional consideration
includes the issuance of warrants to purchase 1,200,000 common
shares, at an exercise price of $1.20 per share, for a period of
three years.

World Heart Corporation, a global medical device company based in
Ottawa, Ontario and Oakland, California, is currently focused on
the development and commercialization of pulsatile ventricular
assist devices. Its Novacor(R) LVAS (Left Ventricular Assist
System) is well established in the marketplace and its next-
generation technology, HeartSaverVAD(TM), is a fully implantable
assist device intended for long-term support of patients with end-
stage heart failure.

At March 31, 2003, World Heart's balance sheet shows a total
shareholders' equity deficit of about $51 million.


WORLDCOM INC: Asks Court to Appove $18 Million Digex Acquisition
----------------------------------------------------------------
In July 2001, WorldCom Inc. acquired Debtor Intermedia
Communications Inc., which provides integrated data and voice
communications services.  The primary purpose for WorldCom's
acquisition of Intermedia was to obtain Intermedia's controlling
interest in Digex, Incorporated.  Digex is a leading provider of
managed hosting services.  Digex services include server
management, application support, managed networking services, and
customer care and support services.  Digex also offers value-
added information technology services, like enhanced security
services, database services, high-availability services,
application optimization services, stress-testing services, and
consulting services.  As part of these services, Digex provides
for installation and maintenance of computer hardware and
software, network technology, and systems management to offer its
customers a broad range of managed hosting solutions.

Intermedia, through its indirect wholly owned subsidiary,
Intermedia Investment, Inc., currently owns 60.7% of the
outstanding shares of common stock in Digex and 93.9% of the
common stock's voting rights.  Intermedia Investment is a Debtor
in these cases.  Specifically, Intermedia Investments owns
39,350,000 shares of Class B Digex Common Stock.

The publicly traded shares of Digex common stock are the shares
of Class A Common Stock, which represent 39.3% of the common
stock and 6.1% of the voting rights of Digex.  Hewlett-Packard
Company holds 50,000 shares of Series A Convertible Preferred
Stock of Digex, liquidation value $1,000 per share, which
currently is convertible into shares of Class A Common Stock
representing 0.01% of the common stock and 0.002% of the voting
rights of Digex calculated on an as-converted basis.  Subject to
the legal availability of funds, the Preferred Stock is
redeemable on January 12, 2004 for $50,000,000.

Other than the ownership interest in Digex, WorldCom has these
commercial agreements with Digex:

      (i) A January 1, 2001 Master Channel Agreement, pursuant to
          which MCI WorldCom Network Services, Inc. rebrands Digex
          Managed Hosting Services and distributes the services as
          WorldCom Managed Hosting Services;

     (ii) A January 1, 2001 Master Facilities Agreement, pursuant
          to which MCI WorldCom Network Services licenses to Digex
          the right to occupy space and agrees to provide to Digex
          ancillary services in certain of WorldCom's data
          centers; and

    (iii) An October 18, 2000 UUNet Multi-Megabit Agreement,
          pursuant to which Digex purchases bandwidth and
          connectivity from UUNet Technologies, Inc.

WorldCom also has two Note Purchase Agreements with Digex,
pursuant to which Digex borrowed funds from WorldCom:

      (i) A Note Purchase Agreement for $102,200,000 Floating Rate
          Senior Notes due December 31, 2002; and

     (ii) A Note Purchase Agreement for $25,000,000 Floating Rate
          Senior Notes due December 31, 2003.

The First Note Purchase Agreement and the Digex Commercial
Agreements were entered into pursuant to the terms of a
settlement among Digex shareholders, Intermedia, and WorldCom,
which was approved by the Delaware Chancery Court in March 2001.
Funds made available under the First Note Purchase Agreement
funded Digex's business plans for 2001 and 2002.  In December
2002, Digex exercised its right to extend the maturity of all
outstanding notes under the First Note Purchase Agreement to
December 31, 2006.  Having exercised that right, the First Note
Purchase Agreement obligates Digex to make equal monthly
straight-line amortization payments on the outstanding principal
amount due to WorldCom.

The Second Note Purchase Agreement, entered into subsequent to
was not a condition of the Digex Settlement.  Digex borrowed the
entire $25,000,000 available under the Second Note Purchase
Agreement in 2001.  Interest is payable on the notes issued under
the Second Note Purchase Agreement on a monthly basis.  Principal
is due in a single payment at maturity on December 31, 2003.
Unlike the First Note Purchase Agreement, Digex does not have the
option to extend the maturity of the notes under the Second Note
Purchase Agreement.

In March 2003, Digex ceased making any payments to WorldCom under
the First and Second Note Purchase Agreements.

As of the Petition Date, Marcia L. Goldstein, Esq., at Weil,
Gotshal & Manges LLP, in New York, reports that MCI WorldCom
Network Services owed Digex $60,000,000 under the Master Channel
Agreement.  In its proof of claim filed in January 2003, Digex
asserts that it is owed $157,000,000 under the Master Channel
Agreement.  The amount claimed by Digex is predicated on the
application of a take-or-pay commitment, or "Underutilization
Fee", in the Master Channel Agreement through the end of 2002.
The Claim does not take into account an EBITDA sharing provision
in the Master Channel Agreement that would result in a payment
back to WorldCom.

However, Digex owed Intermedia in excess of $116,300,000 under
the Note Purchase Agreements on the Petition Date.  Digex has
asserted that it is entitled to setoff any amounts it owes under
the Note Purchase Agreements against any amounts it is owed under
the Master Channel Agreement.  The Debtors dispute the assertion.

As a result of the Debtors' Chapter 11 filing as well as the
financial difficulties in the telecommunications sector, Digex
determined that it needed financial restructuring to ensure
continued operations as a going concern.  For five months
beginning October 2002, a special committee of Digex's Board of
Directors and its advisors contacted potential buyers to solicit
bids for acquiring Digex.  But after management presentations and
further due diligence, only one final offer was received by the
Special Committee.  After consultation with WorldCom as the
majority stockholder of Digex, the Special Committee notified the
offeror that Digex could not accept the offer.  The offeror did
not raise its bid.

Consequently, WorldCom reviewed the liquidity issues Digex faced
and the concern about Digex's ability to continue as a going
concern if it is unable to obtain external financing.  WorldCom
considered its financial interests in Digex, including
Intermedia's common stock interest, the impact on its customers
of an interruption of Digex's services and the $127, 000,000 owed
to Intermedia under the Note Purchase Agreements and the related
setoff issues.  As a result of that analysis, WorldCom determined
that it is best to acquire Digex.

To effectuate the acquisition of Digex, on July 23, 2003,
WorldCom and Hewlett Packard entered into a Stock Purchase
Agreement pursuant to which WorldCom will acquire the outstanding
shares of Digex Preferred Stock for $11,000,000.  WorldCom is
also poised to undertake these steps:

    -- WorldCom will commence a tender offer to acquire all of the
       outstanding Digex Publicly Traded Shares not owned by
       WorldCom, Intermedia, or Intermedia Investment for $0.70
       per share.  The consummation of the Tender Offer is
       conditioned on WorldCom's receiving valid tenders of a
       sufficient number of the Publicly Traded Shares such that,
       after purchase of the shares pursuant to the Tender Offer,
       WorldCom, Intermedia, and Intermedia Investment would own
       at least 90% of the outstanding shares of Class A Common
       Stock on an as-converted basis.  "On an as-converted basis"
       means the percentage of shares of the Class A Common Stock
       that WorldCom, Intermedia and Intermedia Investment would
       own after the conversion of their Class B Common Stock
       shares and the Preferred Stock shares they propose to
       purchase under the Stock Purchase Agreement into Class A
       Common Stock shares.  WorldCom believes that there are
       25,519,461 shares of Class A Common Stock outstanding.
       WorldCom needs to acquire 18,959,416, or 74.3%, of the
       outstanding shares to meet the Minimum Condition;

    -- Upon acquisition of a sufficient number of Publicly Traded
       Shares as part of the Tender Offer to meet the Minimum
       Condition, WorldCom will merge Digex with Intermedia
       Investment in a short-form merger pursuant to the
       provisions of Section 253 of the Delaware General
       Corporation Law.  As part of the Merger, WorldCom will
       cause to be paid to the remaining holders of Class A Common
       Stock shares -- other than WorldCom, Intermedia or
       Intermedia Investment -- for such shares:

         (i) the same consideration for their shares as paid to
             the holders of Class A Common Stock who tendered
             their shares in the Tender Offer; or

        (ii) for those holders that exercise appraisal rights in
             respect of such shares pursuant to Delaware General
             Corporate Law Section 262, the fair value of their
             shares; and

    -- After the consummation of the Tender Offer and the Merger,
       WorldCom will have an administrative claim against
       Intermedia and its subsidiaries equal to the sum of:

         (i) the purchase price of the Preferred Stock;

        (ii) the purchase price for the Publicly Traded Shares,
             whether acquired pursuant to the Tender Offer or
             otherwise; and

       (iii) any other related costs.

       To the extent the Debtors' proposed reorganization plan is
       confirmed by the Court, upon confirmation, the
       Administrative Claim will be deemed satisfied.

WorldCom's Tender Offer will be made in accordance with all
applicable securities laws and will involve the filing of
appropriate materials with the Securities and Exchange Commission
and the mailing of appropriate materials to the holders of the
Publicly Traded Shares.  The transactions have been approved by
WorldCom's Board of Directors.

The Digex acquisition is important for WorldCom.  Ms. Goldstein
explains that Digex's Web hosting services to WorldCom's
customers through MCI WorldCom Network Services are an integral
component of the services that WorldCom supplies to its
customers.  Absent a financial restructuring of Digex, there
exists a likelihood of an interruption of such services to
WorldCom's customers which can cause customers to terminate their
relationships with WorldCom with respect to not only the Web
hosting services provided through Digex, but of the entire
package of services provided to the customers.  If Digex files
for Chapter 11, there exists a high likelihood that Intermedia's
invested ownership interest in Digex would be extinguished.
Hence, acquiring Digex preserves a valuable asset of WorldCom's
estates -- that is, WorldCom's financial interests in Digex.

WorldCom believes that it can obtain additional value from
Digex's operations as a result of cost and revenue synergies.
Ms. Goldstein cites that meaningful synergies can be obtained
through:

    (a) reduction in certain back-office staffing and
        infrastructure;

    (b) streamlining customer support and management functions;

    (c) integrating Digex into WorldCom's sales process,
        including, without limitation, improved training and
        incentives for WorldCom's sales force; and

    (d) enhancement of WorldCom's and Digex's product offerings.

The increased value resulting from the synergies between WorldCom
and Digex is a significant benefit to the estates, Ms. Goldstein
says.

For these reasons, the Debtors ask the Court to approve the Stock
Purchase Agreement and authorize WorldCom to commence and
consummate the Tender Offer, and to the extent necessary,
implement the Merger.  The Debtors also want authority to pay for
the Digex shares pursuant to the Stock Purchase Agreement, the
Tender Offer, and the Merger, and other related costs. (Worldcom
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


* Atlas Partners Offers New Real Estate Financing Alternatives
--------------------------------------------------------------
Atlas Partners, LLC is aggressively seeking to provide real estate
capital for owner/user-occupied facilities being used for
industrial purposes, such as manufacturing, distribution,
warehousing, corporate office buildings, or owned retail
facilities.

Specifics:

    * Owner Occupied

    * Collateral is First Mortgage Debt secured by real estate

    * Loans up to 60% Loan-to-Value

    * Companies must have positive EBITDA and Debt Service
      Coverage

    * Book earnings not an issue

    * Loan Size: $500,000 to $3 million

    * Lender closed 800 small loans in 2002

    * Locations: Most strong primary and secondary national
      markets

    * Single assets and portfolios

    * Prior years history of impaired balance sheet ratios
      will be considered

You can further investigate Atlas Partners at:

                 http://www.atlaspartners.com/

      Biff Ruttenberg                   Mike Nadler
  biff@atlaspartners.com           mike@atlaspartners.com

                        Joel Schneider
                    joel@atlaspartners.com

                     Atlas Partners, LLC
                55 East Monroe St., Suite 1890
                      Chicago, IL 60603
                        (312) 516-5700

* Price Law Group Opens San Bernardino, California Office
---------------------------------------------------------
Price Law Group, a Professional Corporation with offices
throughout California will expand its services in the Inland
Empire with the opening of a new office in San Bernardino,
California.

Price Law Group Founder and President Stuart Price said the San
Bernardino office, which officially opened Monday, will add to the
firm's ability to offer its services with greater accessibility
and convenience to its clients in that area.

"Our San Bernardino office will make it easier and more convenient
for our clients to work much more closely with our staff of debt
counselors, hands-on attorneys and caring debt negotiation experts
who can assist them in resolving their financial problems without
having to travel a great distance," Price said.

Earlier this year, Price Law Group expanded its services with more
debt counselors and an ever-growing number of convenient
neighborhood locations. Price Law Group is committed to
accommodating the specific needs of the market.

Among the many services offered by Price Law Group are the
following:

     -- Debt negotiation with creditors.
     -- Consumer and commercial bankruptcy filings.

Price Law Group's qualified team helps provide all services in all
of the firm's locations throughout California.

The San Bernardino Office is located at 498 No. Arrowhead, Suite
6, San Bernardino (909-222-2218). Price Law Group also has offices
in: Bakersfield, Costa Mesa, Encino, Lancaster, Long Beach,
Ontario, Palm Desert, Palmdale, Pasadena, Riverside, Sacramento,
Torrance, Valencia, West Covina and Modesto.

For a free consultation, call Price Law Group at 1-800-884-6000 or
visit their Web site at http://www.pricelawgroup.com

Price Law Group is a leading national service provider of expert
debt relief solutions, including bankruptcy and debt elimination
without bankruptcy. Headquartered in Southern California, Price
Law Group has 16 California offices and a network of national
attorneys who have provided the highest quality representation to
more than 45,000 clients nationwide.


* Price Law Group Opens Modesto, California Office
--------------------------------------------------
Price Law Group, a Professional Corporation with offices
throughout California will expand its services in Central
California with the opening of a new office in Modesto,
California.

Price Law Group Founder and President Stuart Price said the
Modesto office, which officially opened Monday, will add to the
firm's ability to offer its services with greater accessibility
and convenience to its clients in that area.

"Our Modesto office will make it easier and more convenient for
our clients to work much more closely with our staff of debt
counselors, hands-on attorneys and caring debt negotiation experts
who can assist them in resolving their financial problems without
having to travel a great distance," Price said.

Earlier this year, Price Law Group expanded its services with more
debt counselors and an ever-growing number of convenient
neighborhood locations. Price Law Group is committed to
accommodating the specific needs of the market.

Among the many services offered by Price Law Group are the
following:

     -- Debt negotiation with creditors.
     -- Consumer and commercial bankruptcy filings.

Price Law Group's qualified team helps provide all services in all
of the firm's locations throughout California.

The Modesto office is located at 948 11th St., Suite 11, Modesto,
CA (209-521-0700). Price Law Group also has offices in:
Bakersfield, Costa Mesa, Encino, Lancaster, Long Beach, Ontario,
Palm Desert, Palmdale, Pasadena, Riverside, Sacramento, Torrance,
Valencia, West Covina and San Bernardino.

For a free consultation, call Price Law Group at 1-800-884-6000 or
visit their Web site at http://www.pricelawgroup.com

Price Law Group is a leading national service provider of expert
debt relief solutions, including bankruptcy and debt elimination
without bankruptcy. Headquartered in Southern California, Price
Law Group has 16 California offices and a network of national
attorneys who have provided the highest quality representation to
more than 45,000 clients nationwide.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Aphton Corp             APHT        (11)          16       (5)
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU         (44)         295       18
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.
Blount International    BLT        (369)         428       91
Caraco Pharm Lab        CARA        (20)          20       (2)
Cincinnati Bell         CBB      (2,104)       1,467     (327)
Cubist Pharmaceuticals  CBST         (7)         221      131
Choice Hotels           CHH        (114)         314      (37)
Columbia Laboratories   COB          (8)          13        5
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Centennial Comm         CYCL       (470)       1,607      (95)
Echostar Comm           DISH     (1,206)       6,260    1,674
D&B Corp                DNB         (19)       1,528     (104)
Graftech International  GTI        (351)         859      108
Hollywood Casino        HWD         (92)         553       89
Hexcel Corp             HXL        (127)         708     (531)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Gartner Inc.            IT          (29)         827        1
Jostens                 JOSEA      (512)         327      (71)
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)
Kos Pharmaceuticals     KOSP        (75)          69      (55)
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
Maguire Properti        MPG        (159)         622      N.A.
MicroStrategy           MSTR        (34)          80        7
Northwest Airlines      NWAC     (1,483)      13,289     (762)
ON Semiconductor        ONNN       (548)       1,203      195
Petco Animal            PETC        (11)         555      113
Primedia Inc.           PRM        (559)       1,835     (248)
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (1,094)      31,228   (1,167)
Rite Aid Corp           RAD         (93)       6,133    1,676
Revlon Inc              REV      (1,640)         939      (44)
Ribapharm Inc           RNA        (363)         199       92
Sepracor Inc            SEPR       (392)         727      413
St. John Knits Int'l    SJKI        (76)         236       86
I-Stat Corporation      STAT          0           64       33
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
TiVo Inc.               TIVO        (25)          82        1
Triton PCS Holdings     TPC         (36)       1,617      172
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
United Defense I        UDI         (30)       1,454      (27)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Valence Tech            VLNC        (17)          36        4
Ventas Inc.             VTR         (54)         895      N.A.
Warnaco Group           WRNC     (1,856)         948      471
Western Wireless        WWCA       (464)       2,399     (120)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C.
de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A.
Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***