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: