TCR_Public/030807.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, August 7, 2003, Vol. 7, No. 155   

                          Headlines

ACTERNA CORP: Committee Turns to EYCF for Financial Advice
ADVANSTAR COMMS: Prices $360MM Second Priority Notes Offering
ALAMO GROUP: Reports Improved Second Quarter 2003 Results
AMERCO: Asks Court to Extend Lease Decision Period Until Dec. 17
AMERICAN SEAFOODS: Second Quarter Results Show Strong Growth

AMR CORP: S&P Junks Planned $250MM Senior Conv. Notes at CCC  
ANC RENTAL: Has Until September 30 to File Creditors' Claims
ARVINMERITOR: Appoints Brian Casey Treasurer, Pending Board Nod
AT PLASTICS: Completes Amalgamation with Acetex Corporation
ATA AIRLINES: July 2003 Revenue Passenger Miles Slide-Up 18.4%

ATLANTIC COAST: Reports 17.9% Increase in July 2003 Traffic
AVADO BRANDS: June 29 Balance Sheet Upside-Down by $18 Million
BETHLEHEM STEEL: Chapter 11 Liquidation Trustee to be Appointed
BETTER MINERALS: Heightened Liquidity Concerns Spur Rating Cuts
BRIDGE TECHNOLOGY: Nasdaq Nixes Request for Listing Extension

CABLEVISION SYSTEMS: Reports Marked Decline in Q2 Ops. Results  
CANADIAN FREIGHTWAYS: Selling Business & Units at Aug 25 Auction
CHURCH & DWIGHT: S&P Rates Planned $110 Mill. Debentures at BB-
COMDIAL CORP: Michael S. Falk Named as New Board Chairman
CONCERT INDUSTRIES: Files for Protection Under CCAA in Canada

CONTINENTAL AIRLINES: Completes Sale of ExpressJet Share Holding
CRESCENT REAL: Reports Year-Over-Year Decline in Q2 2003 Results
CRYOLIFE INC: Posts $22 Million Net Loss on $16 Million Revenues
CRYOLIFE: Don Keenan Says Company's Reserves Still Inadequate
CUMULUS MEDIA: Reports Slight Growth in Second Quarter Results

DAYTON SUPERIOR: June 27 Net Capital Deficit Widens to $9.5 Mil.
DAYTON SUPERIOR: Names Edward J. Puisis Chief Financial Officer
DELTA AIR LINES: July 2003 System Traffic Slides-Down 2.7%
DOMAN INDUSTRIES: June 30 Net Capital Deficit Narrows to $350MM
DOBSON COMMS: Second Quarter Results Enter Positive Territory

DUALSTAR TECHNOLOGY: Consummates Sale of ParaComm to Sr. Lender
ENGAGE INC: Completes Sale of Remaining Assets to JDA Software
ENRON CORP: Court Approves Amendment to Forbearance Agreement
EXIDE TECHNOLOGIES: Posts Overview & Summary of 1st Amended Plan
FISHER SCIENTIFIC: S&P Assigns B+ Rating to $200M Sr. Sub. Notes

FLEMING: Gets Nod to Honor & Pay Up to $100MM of Vendor Claims
FLEXTRONICS INT'L: Commences Tender Offer for 9-7/8% Sr. Notes
GENSCI REGENERATION: California Court Dismisses Chapter 11 Case
GLIMCHER REALTY: Plans to Purchase WestShore Plaza in Florida
GOLF TRUST OF AMERICA: Sets Annual Meeting for November 17, 2003

GROUP 1 AUTOMOTIVE: Planned $150-Mil. Notes Gets S&P's B+ Rating
HERCULES INC: Second Quarter Results Swing-Up to Positive Zone
IMPERIAL PLASTECH: Pursuing Completion of Financial Statements
INTEGRATED HEALTH: Wants Nod for Stipulation with Florida HCA
INT'L PROPERTIES: Will Sell Remaining Assets & Cease Operations

KASPER A.S.L.: Receives Bid to Acquire Assets from Jones Apparel
LEAP WIRELESS: California Court Approves Disclosure Statement
LEAP WIRELESS: Cricket Licensee Selling 2 PCS Licenses to Edge
MAGELLAN HEALTH: R2 Investment Wants Exclusivity Terminated
MARKET CENTRAL: Seeking Additional Accounts Receivable Financing

MCSI INC: Brings-In James R. Vonier as Chief Financial Officer
MIRANT CORP: Wins Interim Nod to Engage in Trading Activities
MONITRONICS INT'L: S&P Assigns B+ Credit and Sr. Secured Ratings
MOTELS OF AMERICA: Files for Chapter 11 Protection in Illinois
MOTELS OF AMERICA: Case Summary & 20 Largest Unsecured Creditors

MSX INT'L: Will Hold Second Quarter Conference Call on Monday
N-STAR REAL ESTATE: S&P Assigns BB+ Rating to Class D Notes
NACIO SYSTEMS: Inks Pact to Sell All Capital Stock to eSynch
NANTICOKE HOMES: Secures OK to Hire Master Sidlow as Accountants
NAT'L STEEL: Seeks Open-Ended Lease Decision Period

NATIONSRENT INC: Wants Clearance for Finova Financing Agreement
NEXTEL PARTNERS: S&P Junks $125MM Convertible Sr. Notes at CCC+
NEXTWAVE TELECOM: Cingular Agrees to Acquire Assets for $1.4BB
NORTHWEST AIRLINES: Flies 6.7BB Revenue Passenger Miles in July
NRG ENERGY: Court Approves $250 Million DIP Financing from GECC

NTELOS INC: Four of Five Voting Classes Accept Joint Plan
OPAL CONCEPTS: Sells Fantastic Sams to Cheveux for $17 Million
OWENS & MINOR: Commences Redemption of $2.6875 Conv. Securities
P-COM: Converts 7% Convertible Notes into Preferred Stock
PG&E NATIONAL: Look for USGen's Schedules & Statements by Aug 21

PHILIP SERVICES: Gets Nod to Access $35 Million DIP Financing
PILLOWTEX CORP: GGST Begins Soliciting Bids to Acquire Assets
PILLOWTEX CORP: Bringing-In Morris Nichols as Bankruptcy Counsel
PRIMUS TELECOMMS: June 30 Balance Sheet Upside-Down by $127 Mil.
PRINCETON VIDEO: Court Approves Asset Sale to PVI Virtual Media

RAYMOURS FURNITURE: S&P Assigns BB- Corporate Credit Rating
RELIANCE GROUP: Liquidator Sues Robert Steinberg to Recoup $3.6M
RIDGEWOOD HOTELS: Commences Tender Offer for Up to 790K Shares
ROBOTIC VISION: June 30 Balance Sheet Upside-Down by $13 Million
SAFETY-KLEEN: Plan's Revised Term Sheets for Notes & Preferreds

SELAS CORP: Talking to Lenders to Remedy Covenant Breach
SEMCO ENERGY: Second Quarter 2003 Net Loss Reaches $20 Million
SEMCO ENERGY: Names Steven Hicks to Lead New Construction Div.
SK GLOBAL AMERICA: Domestic Creditors Approve Receivership
TERRA INDUSTRIES: S&P Cuts Rating over Weak Q2 Operating Results

THOMAS GROUP: June 30 Working Capital Deficit Tops $2 Million
TOWN SPORTS INT'L: June 30 Net Capital Deficit Widens to $34MM
US AIRWAYS: July 2003 Revenue Passenger Miles Slide-Down 3.5%
US LEC CORP: June 30 Balance Sheet Insolvency Widens to $169MM
VERTEX INTERACTIVE: Sept. 30, 2002 Net Capital Deficit Tops $27M

VICWEST CORP: CCAA Plan Hearing Set for August 12 in Canada
WOMEN FIRST HEALTHCARE: Names Michael Sember President and COO
WORLDCOM INC: Wants Go-Signal to Sell Texas Data Center for $20M

* DebtTraders' Real-Time Bond Pricing

                          *********

ACTERNA CORP: Committee Turns to EYCF for Financial Advice
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Acterna Corp.,
and its debtor-affiliates, wants to retain Ernst & Young Corporate
Finance LLC as its restructuring advisors effective as of May 21,
2003.

The Committee understands and recognizes that the firm has a
wealth of experience in providing financial advisory services in
restructurings and reorganizations.  The Committee reports that
Ernst & Young enjoys an excellent reputation for the services it
has rendered in large and complex Chapter 11 cases on behalf of
debtors, creditor committees and creditors throughout the United
States.  The Committee further explains that the services of
Ernst & Young are necessary to enable it to assess and monitor
the Debtors' efforts to maximize the value of their estates and
to reorganize successfully.

As restructuring advisors, Ernst & Young will be:

    (a) analyzing the Debtors' and Non-Debtors' current and
        historical financial position;

    (b) analyzing the Debtors' and Non-Debtors' business plans,
        cash flow projections, restructuring programs, and other
        reports or analyses prepared by their professionals so as
        to advise the Committee on the viability of the continuing
        operations and the reasonableness of projections and
        underlying assumptions;

    (c) analyzing the financial ramifications of proposed
        transactions for which the Debtors seek Bankruptcy Court
        approval, including DIP financing and cash management,
        assumption and rejection of leases and contracts, asset
        sales, management compensation and retention and severance
        plans;

    (d) analyzing the Debtors' and Non-Debtors' internally
        prepared financial statements and related documentation so
        as to evaluate the performance of their performance as
        compared to projected results on an ongoing basis;

    (e) attending and advising at meetings with the Committee, its
        counsel, other financial advisors and the Debtors'
        representatives;

    (f) assisting and advising the Committee and its counsel in
        the development, evaluation and documentation of any
        reorganization plan or strategic transaction;

    (g) preparing hypothetical liquidation analyses; and

    (h) rendering testimony in connection with the previous
        procedures.

Ernst & Young will be compensated according to its customary
hourly rates:

          Managing Directors                  $575 - 595
          Directors                            475 - 545
          Vice Presidents                      375 - 440
          Associates                           320 - 340
          Analysts                                275
          Client Service Associates               140

Ernst & Young Managing Director Michael Eisenband attests that
the firm has no interest materially adverse to the Debtors.  Mr.
Eisenband also assures the Court that Ernst & Young is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Accordingly, Judge Lifland approves the Committee's request on an
interim basis. (Acterna Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ADVANSTAR COMMS: Prices $360MM Second Priority Notes Offering
-------------------------------------------------------------
Advanstar Communications Inc., (S&P, B Corporate Credit Rating,
Negative) has priced a private placement of $360,000,000 of second
priority senior secured notes (S&P/B-). The notes will be issued
in two tranches: $130 million of Second Priority Senior Secured
Floating Rate Notes due 2008 (which will require quarterly
amortization equal to .25% of the principal amount thereof) and
$230 million of 10.75% Second Priority Senior Secured Notes due
2010.  Interest on the floating rate notes is payable at a rate
equal to three-month LIBOR, which is reset quarterly, plus 7.5%.  
Each tranche of notes will be secured by second priority liens on
substantially all the collateral securing Advanstar's credit
facility (other than the capital stock of certain of Advanstar's
subsidiaries and assets of its parent companies).  Advanstar will
enter into a registration rights agreement in connection with the
private placement pursuant to which it will agree either to
exchange the notes for registered notes or to file a shelf
registration statement for the notes.

Advanstar plans to use the net proceeds from the private placement
of the notes to repay and terminate the $67.5 million outstanding
Term A loans under its bank credit facility and all but $25
million of the $280.8 million outstanding Term B loans under its
bank credit facility.  Advanstar will use the remaining net
proceeds to repay a portion of its revolving credit borrowings and
to pay related fees and expenses.

In connection with the private placement, Advanstar plans to amend
its bank credit facility to permit the private placement and the
proposed use of the proceeds thereof, eliminate the leverage ratio
and amend certain other covenants contained in the credit facility
and reduce the revolving loan commitments thereunder from $80
million to $60 million.  Advanstar is currently seeking approval
for such an amendment from its bank credit facility lenders but
can provide no assurance that such approval will be obtained.
Closing of the private placement is scheduled for August 18, 2003
and is conditioned upon obtaining consent to the amendment from
Advanstar's bank credit facility lenders.

The notes will not be registered under the Securities Act of 1933,
as amended, or any state securities laws and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
and any applicable state securities laws.  This announcement is
neither an offer to sell nor a solicitation of any offer to buy
the notes.


ALAMO GROUP: Reports Improved Second Quarter 2003 Results
---------------------------------------------------------
Alamo Group Inc. (NYSE:ALG) reported results for the second
quarter ended June 30, 2003.

Net sales for the second quarter increased 6% to $73.5 million
from $69.5 million for the same period last year. Net income for
the quarter was $3.3 million, compared with $2.7 million in the
prior-year period. Sales in the second quarter include those of
Faucheux Industries SA, acquired in November 2002. Excluding
Faucheux, net sales for the quarter were flat compared with the
second quarter of 2002. Net income in the 2003 second quarter
increased $543,000 over the second quarter of 2002, which includes
a gain on the sale of undeveloped real estate and the results of
Faucheux, which totaled $310,000.

For the first six months of 2003, net sales were $140.9 million
compared with $134.3 million for the six-month period last year,
an increase of 5%. Net income for the six-month period of 2003 was
$3.9 million, compared with $5.2 million for the same period last
year. The increase in sales is attributable to the acquisition of
Valu-Bilt in April 2002 and Faucheux in November 2002. The decline
in net income was a result of a change in the mix of sales,
principally a reduction in higher margin sales in the North
American Industrial division in the first half of this year
compared to the same period last year. Also contributing to the
decline was a higher level of incentives and discounts in the
North American Agricultural division, particularly in the first
quarter of 2003, versus the prior year.

Sales for Alamo's North American Agricultural business declined by
9% in the quarter compared to the prior year, primarily due to
continued softness in the agricultural industry. In general,
dealer inventory levels are higher than normal, which reduced re-
stocking orders during the quarter.

North American Industrial sales for the quarter were up 4% over
the second quarter of 2002. Despite this modest increase, the
Company continues to experience weak market conditions
particularly as it relates to governmental business.

There was a significant increase in European sales in the quarter
to $17.3 million from $11.8 million in the prior year period. Of
this increase, approximately 70% is due to the acquisition of
Faucheux Industries SA in November 2002, with the remainder coming
from internal growth.

Ron Robinson, President and Chief Executive Officer, commented,
"Our second quarter results were in line with our expectations.
The increase in earnings for the quarter compared to the prior
year reflects more internal improvements than market conditions,
which remain weak in most of our business segments. This resulted
in improved gross and operating margins in the second quarter,
versus a year ago.

"Our North American Agricultural division continued to be affected
by an overhang of inventory on dealer lots and lower manufacturing
utilization rates. We have begun to see the early signs of
improvement in market conditions in the past few months, though it
is still too early to know if this trend will continue.

"Likewise, our North American Industrial division has been
impacted by the reduction in spending by governmental agencies for
our type of products due to budget constraints. Early signs also
point to a slight improvement in this area as well.

"Our European operations continued to do well thanks to aggressive
marketing initiatives, even in the face of relatively soft market
conditions. In addition, while the Company as a whole has
benefited from the weaker U.S. dollar, our European subsidiaries
have experienced some negative effects due to the strong Euro."

Mr. Robinson concluded, "We hope the hints of market improvement
we are seeing continue. However, we are relying more on our cost
control efforts to drive bottom line improvements in the short-
term, regardless of the market conditions, leaving Alamo Group
well positioned to take advantage of any upturn in our business
segments."

Alamo Group is a leader in the design, manufacture, distribution
and service of high quality equipment for right-of-way maintenance
and agriculture. Our products include tractor and truck mounted
mowing and other vegetation maintenance equipment, street
sweepers, agricultural implements front-end loaders, backhoe and
related after market parts and services. The Company, founded in
1969, has over 1,600 employees and operates thirteen plants in
North America and Europe as of June 2003. The corporate offices of
Alamo Group Inc. are located in Seguin, Texas and the headquarters
for the Company's European operations are located in Salford
Priors, England.

As reported in Troubled Company Reporter's June 18, 2003 edition,
Alamo Group announced that effective June 16, 2003, it entered
into an Amendment to its Revolving Credit Agreement.

The amendment revised the operating leverage ratio, defined as
Funded Debt/EBITDA, which cured the default that occurred on
March 31, 2003. In addition, the final maturity of the facility
has been extended one year to August 31, 2005.


AMERCO: Asks Court to Extend Lease Decision Period Until Dec. 17
----------------------------------------------------------------
Bruce T. Beesley, at Beesley, Peck & Matteoni, Ltd., in Reno,
Nevada, relates that since the Petition Date, Amerco's
restructuring efforts have been focused on a wide range of
issues, including:

    -- rationalizing its capital structure,

    -- maintaining its access to insurance coverage necessary for
       the operation of U-Haul International's business, and

    -- obtaining access to cash collateral and DIP financing.

Thus, Amerco is unable to determine if its unexpired leases
should be assumed or rejected.  Moreover, Amerco determined that
decisions regarding the assumption or rejection of the leases
should not be made until it has finalized its strategy for
emerging from Chapter 11 in order to reduce unnecessary
administrative costs to the estate.

Section 365(d)(4) of the Bankruptcy Code requires a debtor to
assume or reject an unexpired lease within 60 days after the
Petition Date or within an additional time as the Court may fix,
for cause.

By this motion, Amerco asks the Court to extend the deadline for
it to decide whether to assume or rejected an unexpired non-
residential real property lease until December 17, 2003.

Mr. Beesley contends that an extension is warranted because:

    (a) it will allow Amerco to further focus on its
        restructuring efforts and obtain a better understanding
        of leases and contracts that it wishes to assume or
        reject; and

    (b) it is necessary to preserve the value of the Debtor's
        interest in the unexpired leases. (AMERCO Bankruptcy News,
        Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-
        0900)
   

AMERICAN SEAFOODS: Second Quarter Results Show Strong Growth
------------------------------------------------------------
American Seafoods Group LLC (S&P, BB- Corporate Credit Rating,
Positive) announced its results for the second quarter and six
months ended June 30, 2003.

Net sales increased 27.8% for the six months ended June 30, 2003
to $228.1 million as compared to $178.4 million during the same
period in the prior year. Adjusted EBITDA (which we calculate as
earnings before net interest expense, income tax benefit or
provision, depreciation, amortization, unrealized foreign exchange
gains or losses, loss from debt repayment and related write-offs
and non-cash equity-based compensation) increased 3.3% for the six
months ended June 30, 2003 to $74.6 million compared to $72.3
million during the same period in the prior year.

Net income increased $32.6 million for the six months ended June
30, 2003 to $40.1 million compared to $7.5 million for the prior
year period. Net sales increased 24.7% for the quarter to $118.4
million compared to $95.0 million during the same period in the
prior year. Adjusted EBITDA decreased 2.9% for the quarter to
$36.8 million compared to $37.9 million during the same period in
the prior year. Net income increased $29.5 million for the quarter
to $16.5 million compared to a net loss of $13.0 million during
the same period in the prior year.

Net sales increased for the six-months ended and the quarter ended
June 30, 2003 compared to the prior year periods due mainly to the
inclusion of Southern Pride Catfish operations, acquired on
December 16, 2002, partially offset by a decrease in ocean
harvested whitefish sales resulting from a lag in second quarter
sales timing. Adjusted EBITDA decreased for the second quarter
ended June 30, 2003 compared to the prior year period due
primarily to sales timing lag of ocean harvested whitefish. While
the actual volume and value of seafood produced during the second
quarter exceeded levels achieved during the prior year quarter, a
lag in the timing of product deliveries drove the variance in
second quarter Adjusted EBITDA. Pollock production increased 23.7%
for the second quarter of 2003 and increased 12.7% for the six
months ended June 30, 2003 as compared to prior year periods
primarily reflecting higher recovery rates for flesh and roe
products and increases in fish purchased from Alaska community
development groups. Pricing achieved, through June 30, 2003, for
the Company's A-season pollock roe, surimi and fillet block
products are, on a grade mix-adjusted basis, comparable to prior
year A-season pricing levels.

"Our vessels performed well this A-season achieving strong
recovery rates for our roe and pollock flesh products. Although
our overall average roe price was lower than last A-season,
reflecting the lower grade mix this year, our higher roe recovery
resulted in slightly higher roe revenues versus last year,"
remarked Bernt O. Bodal, Chairman and Chief Executive Officer. "We
started fishing B-season in late June and are experiencing
favorable fishing with good sized fish and good flesh recoveries."

American Seafoods Group LLC is a world leader in the harvesting,
processing, preparation and supply of quality seafood. Harvesting
a variety of fish species, the Company processes seafood into an
array of finished products, both on board its state-of-the-art
fleet of vessels and at its HACCP-approved production facilities
located in both Massachusetts and Alabama. The company produces a
diverse range of fillet, surimi, roe and block-cut product
offerings, made from Alaska pollock, Pacific cod, sea scallops,
and U.S. farm raised catfish. Finished products are sold worldwide
through an extensive global distribution and customer support
network. From the ocean to the plate, American Seafoods has
established a global sourcing, selling, marketing and distribution
network bringing quality seafood to consumers worldwide. For more
information, visit http://www.americanseafoods.comor  
http://www.americanprideseafoods.com  


AMR CORP: S&P Junks Planned $250MM Senior Conv. Notes at CCC  
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating to
AMR Corp.'s (B-/Negative/--) proposed $250 million senior
unsecured convertible notes, a Rule 144a offering with
registration rights.

The notes are rated two notches below the corporate credit rating
because the substantial proportion of priority debt obligations
(mostly secured debt and leases of American Airlines Inc., AMR's
principal operating subsidiary) places unsecured creditors of AMR
in an effectively subordinated position. American Airlines
(B-/Negative/--) will guarantee the proposed AMR senior unsecured
convertible notes.

"AMR and American were upgraded to current levels June 20, 2003,
based on expected earnings and cash flow improvement as a result
of the April 2003 cost-saving agreements with labor groups," said
Standard & Poor's credit analyst Philip Baggaley. "AMR remains
highly leveraged and vulnerable to any further airline industry
revenue deterioration, but near-term liquidity is adequate, with
about $2.1 billion of unrestricted cash," he continued.

The annual $1.8 billion of labor concessions over five years and
about $200 million of added concessions from suppliers and private
lessors and creditors will materially improve American's operating
cost structure, narrowing the airline's losses and restoring
modestly positive operating cash flow over the next several
quarters.

AMR reported a second-quarter pretax loss, before special items
(mostly a credit for federal airline aid) of $357 million, about
half the $720 million pretax loss in the second quarter of 2002.
Operating results improved sharply during the quarter, driven by a
recovery in traffic as the Iraq war wound down and phasing in of
labor cost concessions. Cost per available seat mile improved
sharply for American, to 9.5 cents in June from about 11 cents in
April. Still, the airline continues to face a weak revenue
environment and AMR carries a consolidated total of $22 billion of
debt and leases plus $6 billion of unfunded pension and retiree
medical obligations, leaving the companies' financial condition
improved but still fragile.

The labor and supplier savings are in addition to an ongoing
program to lower other, nonlabor costs by an eventual $2 billion
annually (for a total of about $4 billion of financial
improvements), compared with pre-Sept. 11, 2001, expenses.
Management states that about $900 million of these additional $2
billion of nonlabor savings were already reflected in 2002
results, and acknowledges that cost inflation will offset part of
the expected future savings.

Liquidity has improved from the very constrained position during
the final labor negotiations in April 2003, aided by the $360
million federal security expense refund in May. Unrestricted cash
at June 30, 2003, was $2.1 billion, much better than the $1.2
billion at March 31, 2003. Debt and capital lease payments in the
second half of 2003 total $560 million (including a $200 million
mandatory put on an airport revenue bond), with required pension
contributions of $120 million, and cash (i.e., not prefinanced)
capital expenditures of $250 million.


ANC RENTAL: Has Until September 30 to File Creditors' Claims
------------------------------------------------------------
U.S. Bankruptcy Court Judge Walrath extends the period within
which ANC Rental Corporation and its debtor-affiliates may file
claims on behalf of creditors through and including September 30,
2003. (ANC Rental Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ARVINMERITOR: Appoints Brian Casey Treasurer, Pending Board Nod
---------------------------------------------------------------
ArvinMeritor, Inc. (NYSE: ARM) has appointed Brian Casey to the
position of vice president and treasurer.  Pending approval of the
board of directors, he will become an officer of the company.  
Casey will be responsible for ArvinMeritor's global capital market
and tax activities, reporting to Senior Vice President and Chief
Financial Officer Carl Soderstrom.

"We're delighted that Brian has joined the ArvinMeritor team,"
said Soderstrom.  "Brian brings a strong track record of exemplary
financial management to ArvinMeritor, with solid expertise in
developing and executing effective capital investment, financial-
risk policies and tax strategies."

Before joining ArvinMeritor, Casey was vice president of Global
Financial Systems for Lear Corporation, and prior to that was
Lear's assistant treasurer.  He has also held financial management
positions with the Kellogg Company and MCI Communications.

Casey is a graduate of the University of Michigan, with a
bachelor's degree in business, and is also a certified public
accountant.  The 48-year-old lives in Ann Arbor, Mich. with his
wife and two children.

ArvinMeritor, Inc. (S&P, BB+ Corporate Credit & Senior Unsecured
Debt Ratings, Negative) is a premier $7-billion global supplier of
a broad range of integrated systems, modules and components to the
motor vehicle industry.  The company serves light vehicle,
commercial truck, trailer and specialty original equipment
manufacturers and related aftermarkets.  In addition, ArvinMeritor
is a leader in coil coating applications.  The company is
headquartered in Troy, Mich., and employs 32,000 people at more
than 150 manufacturing facilities in 27 countries.  ArvinMeritor
common stock is traded on the New York Stock Exchange under the
ticker symbol ARM.  For more information, visit the company's Web
site at: http://www.arvinmeritor.com


AT PLASTICS: Completes Amalgamation with Acetex Corporation
-----------------------------------------------------------
Acetex Corporation (TSX: ATX) has completed its amalgamation with
AT Plastics Inc. (TSX: ATP) and the creation of an integrated
chemical company focusing on specialty plastics and intermediate
chemicals serving customers around the world. At a special
shareholder meeting held August 1, 2003, AT Plastics shareholders
voted 95.5% in favor of the amalgamation. AT Plastics has become a
wholly-owned subsidiary of Acetex and will continue to operate
under the name AT Plastics Inc.

Shareholders of AT Plastics received one Acetex common share for
each six shares of AT Plastics. Former AT Plastics' shareholders
now own approximately 25% of the issued and outstanding common
shares of Acetex. The total value of the transaction was
approximately Cdn $200 million.

As a condition of the amalgamation, Acetex completed the private
placement of US$75 million of 10-7/8% bonds due August 2009, in
order to repay part of the indebtedness of AT Plastics.

"We are very pleased with the resounding support given by AT
Plastics shareholders to the merger," said Brooke N. Wade,
Chairman and Chief Executive Officer of Acetex. "The refinancing
of the debt of AT Plastics has positioned the Company to take
advantage of niche markets in both the Specialty Polymers and
Films businesses. We anticipate a very brief integration period as
our two businesses operate primarily on a standalone basis in
different geographical markets."

With the AT Plastics merger, Acetex Corporation has two primary
businesses - the existing Acetyls business and the AT Plastics
businesses. Our Acetyls business is Europe's second largest
producer of acetic acid and polyvinyl alcohol and third largest
producer of vinyl acetate monomer. These chemicals and their
derivatives are used in a wide range of applications in the
automotive, construction, packaging, pharmaceutical and textile
industries.

The AT Plastics business of Acetex develops and manufactures
specialty polymers and films products. Specialty polymers are used
in the manufacture of a variety of plastics products, including
packaging and laminating products, auto parts, adhesives and
medical products. The films business focuses on products for the
agricultural, horticultural and construction industries.

Acetex directs its operations from its corporate head office in
Vancouver, Canada. Acetex has plants in France, Spain, and
Edmonton, Alberta, and sells to customers in Europe, the United
States, Canada, and around the world. Acetex's common shares are
listed for trading under the symbol "ATX" on The Toronto Stock
Exchange which has neither approved nor disapproved the
information contained herein.

AT Plastics Inc.'s June 30, 2003 balance sheet shows that its
total current liabilities outweighed its total current assets by
about $94 million, while its total accumulated deficit stands at
$60 million.


ATA AIRLINES: July 2003 Revenue Passenger Miles Slide-Up 18.4%
--------------------------------------------------------------
ATA Airlines, Inc., the principal subsidiary of ATA Holdings Corp.
(Nasdaq:ATAH), reported that July scheduled service traffic,
measured in revenue passenger miles, increased 18.4 percent on
18.1 percent more capacity, measured in available seat miles,
compared to 2002. ATA's July scheduled service passenger load
factor increased 0.3 points to 84.3 percent and passenger
enplanements grew by 13.1 percent compared to 2002.

ATA enplaned 1,025,403 scheduled service passengers in July and
6.2 million for the seven months ending July 2003.

ATA Holdings Corp., common stock trades on the NASDAQ Stock Market
under the symbol "ATAH". As of July 31, 2003, ATA has a fleet of
31 Boeing 737-800's, 15 Boeing 757-200's, 11 Boeing 757-300's, and
6 Lockheed L1011's. Chicago Express Airlines, Inc., the wholly
owned commuter airline based at Chicago-Midway Airport, operates
17 SAAB-340B's.

ATA -- whose corporate credit is rated by Standard & Poor's at
'B-' -- is the nation's 10th largest passenger carrier, based on
revenue passenger miles and operates significant scheduled
services from Chicago-Midway, Indianapolis, St. Petersburg, Fla.
and San Francisco to over 40 business and vacation destinations.
Stock of the Company's parent company, ATA Holdings Corp.
(formerly known as Amtran, Inc.), is traded on the Nasdaq stock
market under the symbol "ATAH." For more information about the
Company, visit the Web site at http://www.ata.com


ATLANTIC COAST: Reports 17.9% Increase in July 2003 Traffic
-----------------------------------------------------------
Atlantic Coast Airlines (Nasdaq: ACAI) reported preliminary
consolidated passenger traffic results for July 2003. Systemwide,
the company generated 302.9 million revenue passenger miles, a
17.9 percent increase over the same month last year, while
available seat miles rose to 390.7 million, a 5.9 percent
increase. Load factor was 77.5 percent versus 69.7 percent in July
2002. For the month, 771,454 passengers were carried, an 18.1
percent increase over the same month last year.

For the seven months ended July 31, 2003, compared to the same
period in 2002, RPMs grew to 1.9 billion, an increase of 20.6
percent, while ASMs were 2.6 billion, a 5.4 percent increase.  The
company carried 4,875,395 passengers during the seven months ended
July 31, 2003, compared to 3,888,185 in 2002, an increase of 25.4
percent on a year-over-year basis.

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

ACA currently operates as United Express and Delta Connection in
the Eastern and Midwestern United States as well as Canada.  The
company also operates charter flights as ACA Private Shuttle.  ACA
has a fleet of 145 aircraft -- including 118 regional jets -- and
offers over 830 daily departures, serving 84 destinations.

Atlantic Coast Airlines (S&P/B-/Negative) employs over 4,800
aviation professionals.  The common stock of parent company
Atlantic Coast Airlines Holdings, Inc. is traded on the Nasdaq
National Market under the symbol ACAI. For more information about
ACA, visit its Web site at http://www.atlanticcoast.com


AVADO BRANDS: June 29 Balance Sheet Upside-Down by $18 Million
--------------------------------------------------------------
Avado Brands, Inc. (OTC Bulletin Board: AVDO), parent Company of
Don Pablo's Mexican Kitchen and Hops Grillhouse and Brewery,
announced results for the second quarter ended June 29, 2003. The
Company also updated on-going initiatives, both operational and
financial, that are yielding improved results and which it
believes will have a significant impact on the business going
forward.

                         Brand Updates

The Company reiterated its belief that debt reduction initiatives
had progressed to the point where a shift in primary focus was
both appropriate and possible. Recent improvements in same-store
sales and customer counts are evidence of the success of those new
initiatives. Don Pablo's and Hops have both recently launched new
menus, which along with on-going marketing and other operational
initiatives are expected to enable both brands to build on
improving sales trends and ultimately improve profitability.

Don Pablo's, which in late March launched a new menu designed to
improve quality, drive sales and appeal to consumer preferences
for increased variety and better value, began implementing new
marketing initiatives on May 6, 2003. Year-to-date same-store
sales prior to May 6 were 7% negative and customer counts were 9%
negative. Beginning May 6 through the week ended August 3, 2003,
same-store sales improved to 1% positive and customer counts were
2% negative. All comparisons are made to the corresponding periods
of fiscal 2002.

On April 21, 2003, Hops launched a system-wide marketing campaign
that is driving both sales and customer traffic. Year-to-date
same-store sales prior to April 21 for Hops were 17% negative and
customer counts were 15% negative. Beginning April 21 through
August 3, 2003, same-store sales at Hops improved to 4% negative
and customer counts improved to 3% positive. All comparisons are
made to the corresponding periods of fiscal 2002. In addition to
these on-going marketing initiatives, Hops, in late July, launched
a new menu which will offer much improved quality and distinctive
specialties along with a wider range of taste profiles and price
points.

                         Financial Results

For the quarter ended June 29, 2003, restaurant sales from
continuing operations were $99.8 million compared to $111.3
million for the quarter ended June 30, 2002, representing a
decrease of 10.3 percent. At the end of the second quarter of
2003, the Company's continuing operations included 176 restaurants
compared to 188 restaurants at the end of the second quarter of
2002. In accordance with the provisions of Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", the Company's discontinued
operations, for the quarters ended June 29, 2003 and June 30,
2002, included the operations of 12 Don Pablo's and eight Hops
restaurants which were closed during 2002 along with an additional
eleven Don Pablo's and one Hops restaurant which closed during the
first half of 2003.

Net loss from continuing operations for the second quarter ended
June 29, 2003 was $0.3 million, which included $0.5 million in
asset revaluation and other charges and a gain on debt
extinguishment of $5.6 million. Net earnings from continuing
operations for the corresponding period of the prior year was
$19.6 million, which included $1.2 million in asset revaluation
and other charges and a gain on debt extinguishment of $26.8
million. "Adjusted EBITDA" was $4.9 million for the second quarter
ended June 29, 2003 compared to Adjusted EBITDA of $8.3 million
for the second quarter of 2002. Adjusted EBITDA is a non-GAAP
financial measure defined by the Company as operating income
(loss) from continuing operations plus depreciation and
amortization, (gain) loss on the disposal of assets, asset
revaluation and other charges, non-cash rent expense and
preopening costs. Earnings from discontinued operations for the
quarter ended June 29, 2003 was $0.0 million compared to a net
loss of $5.0 million for the second quarter of 2002.

Same-store sales for the second quarter ended June 29, 2003
decreased by 2.0% at Don Pablo's and 7.9% at Hops, as compared to
the corresponding periods of the prior year. Customer counts for
the second quarter of 2003 compared to the prior year were 4.3%
negative at Don Pablo's and 2.1% negative at Hops. For the five-
weeks ended August 3, 2003, same-store sales were 0.6% positive at
Don Pablo's and 4.6% negative at Hops while customer counts were
2.7% negative at Don Pablo's and 2.7% positive at Hops.

The Company's debt reduction initiatives continued during the
second quarter with the repurchase of $11.2 million in face value
of its 9.75% Senior Notes, due 2006, for $5.2 million plus $0.4
million in accrued interest. Proceeds of $7.2 million from the
sale of six closed restaurants along with other assets during the
quarter were also used to reduce outstanding debt. Additionally,
during the second quarter, revolving credit facility borrowings
were utilized to terminate a master equipment lease pursuant to
which the Company made lease payments of $4.7 million in 2002. The
Company continues to closely manage its limited liquidity position
and at June 29, 2003, $0.4 million was unused and available under
its revolving credit facility.

Avado Brands, Inc.'s June 29, 2003 balance sheet shows a working
capital deficit of about $85 million, and a total shareholders'
equity deficit of about $18 million.

Commenting on the quarter, Tom E. DuPree, Jr., Chairman and Chief
Executive Officer said, "The shift in Company focus that we
undertook a little over four months ago has progressively gained
momentum and we are seeing positive results from our sales driving
initiatives. Additionally, customer counts have continued to
improve. We expect both of these trends to continue throughout the
remainder of this year, which will enable us to continue shifting
our focus towards improving profitability."

Avado Brands owns and operates two proprietary brands, comprised
of 109 Don Pablo's Mexican Kitchens and 65 Hops Grillhouse and
Breweries.


BETHLEHEM STEEL: Chapter 11 Liquidation Trustee to be Appointed
---------------------------------------------------------------
With the Bethlehem Steel Debtors' consent, the Creditors'
Committee will designate a Trustee to govern the Liquidating
Trust, on or before the Effective Date.  The designation will be
effective on the Effective Date without the need for a further
Court order.

                        Role of the Trustee

A. In furtherance of and consistent with the purpose of the
    Liquidating Trust and the Plan, the Trustee will:

       (a) have the power and authority to hold, manage, sell, and
           distribute the Liquidating Trust Assets to the holders
           of Allowed General Unsecured Claims;

       (b) hold the Liquidating Trust Assets for the benefit of
           the holders of Allowed General Unsecured Claims;

       (c) have the power and authority to hold, manage, sell, and
           distribute Cash or non-Cash Liquidating Trust Assets
           obtained through the exercise of its power and
           authority;

       (d) have the power and authority to prosecute and resolve,
           in the names of the Debtors or the name of the Trustee,
           the Avoidance Actions;

       (e) have the power and authority to prosecute and resolve
           objections to Disputed General Unsecured Claims;

       (f) have the power and authority to perform other functions
           as are provided in the Plan; and

       (g) have the power and authority to administer the closure
           of the Chapter 11 Cases.

     The Trustee will be responsible for all decisions and duties
     with respect to the Liquidating Trust and the Liquidating
     Trust Assets.  In all circumstances, the Trustee will act in
     the best interests of all beneficiaries, and in furtherance
     of the purpose of the Liquidating Trust.

  B. After the certificates of cancellation, dissolution, or
     merger for all the Debtors have been filed in accordance with
     the Plan, the Trustee will be authorized to exercise all
     powers regarding the Debtors' tax matters, including filing
     tax returns, to the same extent as if the Trustee were the
     debtor-in-possession.  The Trustee will:

      (a) complete and file within 90 days of the filing for
          dissolution by Bethlehem, to the extent not previously
          filed, the Debtors' final federal, state, and local tax
          returns;

      (b) request an expedited determination of any unpaid tax
          liability of the Debtors under Section 505(b) of the
          Bankruptcy Code for all tax periods of the Debtors
          ending after the Petition Date through the
          liquidation of the Debtors as determined under
          applicable tax laws, to the extent not previously
          requested; and

      (c) represent the interest and account of the Debtors before
          any taxing authority in all matters, including, but not
          limited to, any action, suit, proceeding, or audit.

The Trustee may invest Cash, including any earnings or proceeds s
permitted by Section 345 of the Bankruptcy Code provided that the
investments are investments permitted to be made by a liquidating
trust within the meaning of Treasury Regulation Section 301.7701-
4(d) or under applicable Internal Revenue Service guidelines,
rulings, or other controlling authorities.

                   Costs and Expenses of Trustee

The costs and expenses of the Liquidating Trust, including the
fees and expenses of the Trustee and its retained professionals,
with the exception of those incurred in connection with the
pursuit of the Avoidance Actions, will be paid first out of the
Trustee Expense Fund and then out of the other Liquidating Trust
Assets.

These costs and expenses will be considered administrative
expenses of the Debtors' estates.  In the event any Cash remains
in the Trustee Expense Fund after the obligations of the Trustee
and the Liquidating Trust pursuant to the Plan have been
satisfied, the Trustee will repay the Cash amounts to ISG in
accordance with the Plan.

                    Compensation of Trustee

The Trustee will be entitled to reasonable compensation in an
amount consistent with that of similar functionaries in similar
types of bankruptcy proceedings.

             Distribution of Liquidating Trust Assets

The Trustee will distribute at least annually and in accordance
with the Liquidating Trust Agreement, beginning on the Effective
Date or as soon as is practicable, the Liquidating Trust Assets
on hand, including any Cash received from the Debtors on the
Effective Date, and treating as Cash for purposes of the Plan any
permitted investments under the Plan, except the amounts:

    (i) as would be distributable to a holder of a Disputed Claim
        if the Disputed Claim had been Allowed before the time of
        the distribution, but only until the Claim is resolved;

   (ii) as are reasonably necessary to meet contingent liabilities
        and to maintain the value of the Liquidating Trust Assets
        during liquidation;

  (iii) to pay reasonable expenses, including, but not limited to,
        any taxes imposed on the Liquidating Trust or in respect
        of the Liquidating Trust Assets; and

   (iv) to satisfy other liabilities incurred by the Liquidating
        Trust in accordance with the Plan or the Liquidating
        Trust Agreement.

              Retention of Professionals by Trustee

The Trustee may retain and compensate counsel and other
professionals to assist in its duties as Trustee, on terms
appropriate, without Bankruptcy Court approval.  The Trustee may
retain any professional who represented parties-in-interest in
these Chapter 11 Cases.

            Dissolution of Trustee and Liquidation Trust

The Trustee and the Liquidating Trust will be discharged or
dissolved, as the case may be, when:

    (a) all Disputed General Unsecured Claims have been resolved,

    (b) all Liquidating Trust Assets have been liquidated; and

    (c) all distributions required to be made by the Trustee under
        the Plan have been made.

But, Mr. Arnett says, in no event will the Liquidating Trust be
dissolved later than five years from the Effective Date unless
the Bankruptcy Court, upon motion within the six-month period
prior to the fifth anniversary determines that a fixed period
extension is necessary to facilitate or complete the recovery and
liquidation of the Liquidating Trust Assets or the dissolution of
the Debtors.

                    Indemnification Provisions

The Trustee or the individuals comprising the Trustee, and the
Trustee's agents and professionals, will not be liable for
actions taken or omitted in its capacity, and each will be
entitled to indemnification and reimbursement for fees and
expenses in defending any and all of its actions or inactions in
its capacity as, or on behalf of, the Trustee, except those acts
arising out of their own willful misconduct, gross negligence,
bad faith, self-dealing, breach of fiduciary duty, or acts
committed beyond the scope or powers entrusted to them.

Any indemnification claim of the Trustee will be satisfied first
from the Trustee Expense Fund and then from the Liquidating Trust
Assets.  The Trustee will be entitled to rely, in good faith, on
the advice of its retained professionals.

                    Closing of Chapter 11 Cases

When all Disputed Claims filed against the Debtors have become
Allowed Claims or have been disallowed by Final Order, and all of
the Liquidating Trust Assets have been distributed in accordance
with the Plan, the Trustee will seek authority from the
Bankruptcy Court to close the Chapter 11 Cases in accordance with
the Bankruptcy Code and the Bankruptcy Rules.

If at any time the Trustee determines that the expense of
administering the Liquidating Trust so as to make a final
distribution to its beneficiaries is likely to exceed the value
of the assets remaining in the Liquidating Trust, the Trustee
will apply to the Bankruptcy Court for authority to:

    (a) reserve any amounts necessary to close the Chapter 11
        Cases;

    (b) donate any balance to a charitable organization exempt
        from federal income tax under Section 501(c)(3) of the Tax
        Code that is unrelated to Bethlehem, the Liquidating
        Trust, and any insider of the Trustee; and

    (c) close these Chapter 11 Cases in accordance with the
        Bankruptcy Code and Bankruptcy Rules.

If the aims or purposes of any charities satisfying the
conditions provided relate to benefiting the residents of
Bethlehem, Pennsylvania, then the Trustee will choose any
recipients of any donations from among the charities. (Bethlehem
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


BETTER MINERALS: Heightened Liquidity Concerns Spur Rating Cuts
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on industrial minerals producer Better Minerals &
Aggregates Co. to 'CCC' from 'CCC+' The current outlook is
negative.

The Berkeley Springs, West Virginia-based company has about $165
million in debt outstanding.

"The downgrade reflects Better Minerals & Aggregates' continued
liquidity erosion, anemic financial performance, and higher than
expected silica product liability cash outlays," said Standard &
Poor's credit analyst Dominick D'Ascoli.

Better Minerals & Aggregates operates through its U.S. Silica Co.
subsidiary in industrial minerals. U.S. Silica is the second-
largest U.S. producer of silica sand in a somewhat concentrated
market. Silica sand is used in a variety of industries, including
flat glass manufacturing, fiberglass, ceramics, foundry
applications, and oil extraction. Although Better Minerals &
Aggregates' silica operations should generate somewhat stable
operating earnings, its operations are capital-intensive and the
company faces unpredictable silica product liabilities.


BRIDGE TECHNOLOGY: Nasdaq Nixes Request for Listing Extension
-------------------------------------------------------------
Bridge Technology, Inc. (Nasdaq:BIGCE), a data storage and
communication components distribution Company, announced that
Nasdaq had denied the Company's extension request. Consequently,
Nasdaq delisted the Company's securities from The Nasdaq Stock
Market effective with the open of business yesterday, based on its
failure to satisfy the filing, bid price and Annual Meeting
requirements.

The Company has received a formal notice that it is in non-
compliance with Market Rule 4310(c)(14) in that its Form 10-K for
the year ending December 31, 2002, and Form 10-Q's for the
quarters ending March 31, 2003 and June 30, 2003 have not been
filed.

The Company believes it has valid reasons for this filing
delinquency and has requested an oral hearing before a Nasdaq
Panel to appeal the staff's determination.

In addition, Nasdaq had notified the Company on August 4, 2003 the
initial listing requirements for the Nasdaq Small Cap Market under
Marketplace Rule 4310 (c)(2)(A), the Company is non compliant with
the $1.00 per share bid price requirement and the Annual Meeting
requirement. The Company also plans on addressing these issues at
its hearing before the Nasdaq Listing and Hearing Review Council.

The Company's securities were not immediately eligible to trade on
the OTC Bulletin Board since the Company has not been current in
all of its periodic reporting requirements pursuant to Section
13(a) or 15(D) of the Exchange Act. In the interim, while Nasdaq
is reviewing the Company's request for reinstatement, the Company
has also requested that one of its Nasdaq market makers file a
Form 211 to allow the Company to trade on the OTC Bulletin Board.
Until the Form 211 is approved by Nasdaq, which will require the
submission of the as yet uncompleted Form 10-K, the Company's
common stock will trade in the 'Pink Sheets'.

The Company expects to file its 10Q for the quarter ending
June 30, 2003 on or before August 14, 2003.

Bridge Technology, Inc. is a 'time-to-market' Company that
distributes digital recording, storage, and communication
components and sub-assembly units, primarily to long standing OEM
customers. The Company operates through subsidiaries in the United
States, and Hong Kong. More information on Bridge Technology, Inc.
may be obtained over the Internet at http://www.bridgeus.com  

                         *   *   *

In its SEC Form 10-Q filed on November 14, 2002, the Company
reported:

"The [Company's] unaudited consolidated financial statements
have been prepared assuming that the Company will continue as a
going concern. During the year ended December 31, 2001, the
Company incurred a net loss of $2,542,000 and used cash of
$3,635,000 in its operations. Management has undertaken certain
actions in an attempt to improve the Company's liquidity and
return the Company to profitability. On July 24, 2002, the
Company entered into a loan modification and extension agreement
with a commercial bank for its outstanding balance of $4 million
at December 31, 2001, which was reduced by $100,000 payment made
in 2002. Pursuant to the terms of the new agreement, monthly
interest only payments are to be made through maturity, $50,000
was due and paid by September 15, 2002 and no less than
$1,000,000 is due on November 30, 2002. The Company owns 90% of
all issued and outstanding shares in CMS and pledged 65% of all
issued and outstanding shares in CMS against this outstanding
balance and the maturity date of the note has been extended
until November 30, 2002. However, if the Company makes all of
the foregoing payments on a timely basis and has not otherwise
defaulted on the loan, the maturity date for the remaining
unpaid principal balance will be extended until June 30, 2003.
Additionally, the Company's major shareholders have subordinated
the outstanding loans to the Bank debt and have also indicated
an interest in converting their debt to equity along with the
acceptance of additional outside financing.

"Operationally, management's plans include continuing actions to
cut or curb nonessential expenses and focusing on improving
sales of Autec. No assurance can be given that the Company will
be successful in extending or modifying its line of credit or
that the Company will be able to return to profitable
operations.

"Looking for alternatives, the Company is currently seeking a
global financing agreement with a major international bank to
replace existing credit lines in the U.S. and Hong Kong. No
assurance can be given that the alternative funding source will
be available.

"Management of the Company is actively pursuing certain other
action plans, such as selling controlling interest in Autec and
Ningbo and/or selling a portion of its equity interest in CMS in
exchange for cash proceeds to provide working capital and repay
part or all of the outstanding bank loans.  At November 14,
2002, no formal binding offers and/or letter of credits have
been received.

"On October 1, 2001, a complaint was filed by a Trustee in U.S.
Bankruptcy Court against the Company for an alleged transfer of
assets, technology, trade secrets, confidential information,
business opportunities from Allied Web, a corporation owned by
the Company's former President and Director, which filed for
liquidation under federal bankruptcy laws on April 6, 2000. At
December 31, 2001, management of the Company was unable to
assess the possibility of incurring future liability and
estimate the reasonable amount of contingent liability.
Therefore, the Company did not record any accrued liability for
this matter. In July 2002, this case was settled in principal
with a major participation by the Company's insurance carrier.
Accordingly, the Company accrued a contingent liability of
approximately $265,000 as of September 30, 2002. On November 8,
2002, the Bankruptcy Judge dismissed this suit for failure to
appear or prosecute. The Company expects the Bankruptcy Judge
will set aside the dismissal and reinstate the action. However,
as of November 14, 2002, Bridge is unaware of whether the
Bankruptcy Judge has so acted. The Bankruptcy Trustee and the
Company have negotiated a tentative settlement, contingent upon
the approval of a prior Officer/Director, another individual and
other active Officers and Directors."


CABLEVISION SYSTEMS: Reports Marked Decline in Q2 Ops. Results  
--------------------------------------------------------------
Cablevision Systems Corporation (NYSE:CVC) (S&P, BB Corporate
Credit Rating, Negative) reported financial results for the second
quarter ended June 30, 2003.

Consolidated net revenues increased 8% to $973.3 million compared
to $900.2 million in the prior year period. Consolidated operating
income totaled $33.0 million for the second quarter 2003, down 68%
from $102.6 million in the comparable 2002 period. Consolidated
adjusted operating cash flow grew 5% to $300.5 million from $286.9
million in the year-ago period. Adjusted operating cash flow is
defined as operating income (loss) before depreciation and
amortization, excluding charges or credits related to our employee
stock plan and restructuring charges or credits.

The quarter's Telecommunications Services net revenues rose 10% to
$665.0 million driven by strong digital video and high-speed data
customer growth and strength in the commercial telephone
operations. Operating income decreased 31% to $74.3 million due to
a 19% increase in depreciation and amortization, and a $7.7
million stock plan expense in 2003 compared to a $21.0 million
credit in 2002. Adjusted operating cash flow increased 9% to
$259.5 million. The increase reflects continued strong growth from
Optimum Online and Lightpath, but was partly offset by $8.4
million in legal fees and indemnification expenses related to the
agreement with the YES Network. Excluding the YES related
expenses, Telecommunications Services adjusted operating cash flow
would have increased 12% for the quarter.

For the second quarter, Rainbow Media's Core Networks' (AMC, The
Independent Film Channel (IFC), WE: Women's Entertainment (WE) and
Consolidated Regional Sports) net revenues improved 33% to $152.7
million. Operating income rose 46% to $52.1 million and adjusted
operating cash flow increased 55% to $61.9 million, each compared
to the year-ago quarter. Solid growth in affiliate fee revenue at
Rainbow Media's Core Networks, as well as significant increases in
advertising revenue at AMC and WE were the primary reasons for the
strong revenue, operating income and adjusted operating cash flow
increases. The second quarter 2002 results included a $14.7
million charge for bad debt expense related to the Adelphia
Communications bankruptcy. Excluding the Adelphia bad debt expense
from the prior year period's results for the Core Networks,
revenue, operating income and adjusted operating cash flow
increased 18%, 4% and 13%, respectively, for the second quarter of
2003.

Cablevision President and CEO James L. Dolan commented: "In the
second quarter, enthusiastic consumer response to Cablevision's
products and services continued to drive solid results for
Cablevision's cable, Lightpath and high-speed businesses. Optimum
Online had its best second quarter ever and retains its status as
the industry's highest penetrated modem service. Also noteworthy
this quarter was the addition of 196,000 digital television
customers, a dramatic increase from 43,000 in the year-ago
quarter."

Mr. Dolan continued: "Rainbow Media Group's AMC, IFC, WE: Women's
Entertainment and consolidated regional sports businesses
continued to achieve excellent results in the second quarter as
well, driven largely by increases in both affiliate fee revenue
and advertising revenue."

                    Telecommunications Services

Telecommunications Services is comprised of:

-- Consumer Services: analog video, digital video, high-speed
   data, residential telephony and R&D/Technology, and

-- Business Services: Lightpath's commercial telephony, high-speed
   data and broadband businesses throughout the New York
   metropolitan area.

                         Consumer Services

Second quarter net revenues increased 10% to $623.7 million,
operating income decreased 35% to $71.2 million, and adjusted
operating cash flow rose 6% to $239.0 million compared to the
year-earlier period. Adjusted operating cash flow for the second
quarter of 2003 included $8.4 million for legal fees and
indemnification expenses, and the comparable 2002 period included
$1.6 million for legal fees related to the company's agreement
with the YES Network. Excluding these expenses for both periods,
Consumer Services adjusted operating cash flow increased 9% for
the second quarter.

Adjusted operating cash flow was impacted by higher programming
costs primarily related to carrying the YES Network and the
following non-recurring items: higher marketing, field service,
and call center operations costs related to channel realignments;
system security projects; new channel launches; and the
repositioning of Madison Square Garden and Fox Sports Net New
York. Highlights for the quarter include:

-- 4,494,300 Revenue Generating Units, up 7% from March 2003 and
   up 23% compared to June 30, 2002

-- 597,600 iO: Interactive Optimum digital video customers, more
   than 196,000 new customers added during the quarter - 15,100
   per week

-- 921,100 Optimum Online HSD customers, more than 68,000 new
   customers added during the quarter - 5,300 per week - and a
   22.8% HSD penetration of homes released compared to 18.8% in
   June 2002

-- A gain of 12,200 basic video customers in the quarter

-- Average consumer revenue per basic video customer of $70.29
   compared to $63.14 in the prior year period, an 11% increase

-- A 9% decline in advertising revenue primarily due to less
   demand from national advertisers for local and regional
   advertising time related to the war in Iraq

-- Adjusted operating cash flow margin of 38.3%, down from 38.9%
   at March 31, 2003 and 39.9% in June 2002 for the reasons
   outlined above in the discussion of adjusted operating cash
   flow.

                 Business Services - Lightpath

Achieved a 14% increase in net revenues to $45.5 million and
operating income totaled $3.1 million, compared to an operating
loss of $3.0 million in the prior year period. Adjusted operating
cash flow rose 85% to $20.5 million, compared to the prior year
period. Highlights include:

-- A 15% increase in the number of buildings on-net

-- Nearly doubling the number of Business Class Optimum Online
   customers to 21,100 compared to 11,900 in June 2002

-- A 45.1% adjusted operating cash flow margin compared to 35.0%
   at March 31, 2003 and 27.8% for the year-earlier period due to
   a near doubling of Business Class Optimum Online's revenue,
   strong transmission and usage revenue growth, and workforce
   expense reductions implemented last year.

                             Rainbow

Rainbow Media Holdings, Inc., a wholly-owned subsidiary of the
company, includes the following businesses: AMC, IFC, WE, fuse,
Mag Rack and five local News 12 Networks operating on Long Island,
in New Jersey, Westchester, Connecticut and the Bronx, as well as
three local MetroChannels and Rainbow Advertising Sales Corp.
Rainbow, through its 60% ownership interest in Regional
Programming Partners (40% owned by Fox Sports), also owns
interests in Madison Square Garden, Radio City Entertainment, and
five regional Fox Sports Net channels outside the New York market,
and Rainbow owns a 50% interest in the Fox Sports Net national
service.

                           AMC/IFC/WE

Second quarter 2003 net revenues increased 37% to $109.9 million,
operating income rose 36% to $41.8 million, and adjusted operating
cash flow grew 44% to $48.4 million, each compared to the year-ago
period. The strong growth was primarily due to higher affiliate
fee revenue as well as strong advertising revenue growth at AMC
and WE. The second quarter 2002 results included a $6.8 million
charge for bad debt expense related to the Adelphia Communications
bankruptcy. Excluding the Adelphia bad debt expense from the prior
year period's results for the networks, revenue, operating income
and adjusted operating cash flow increased 26%, 12% and 20%,
respectively, for the second quarter of 2003. Highlights include:

-- A 15% increase in the number of IFC viewing subscribers to 27.7     
   million

-- A 12% increase in the number of WE viewing subscribers to 45.5
   million

-- Advertising revenue more than doubled compared to the prior
   year period for both AMC and WE and comprised 24% and 37%,
   respectively, of AMC's and WE's total revenue.

                 Consolidated Regional Sports

Consolidated Regional Sports is comprised of Fox Sports Net
Florida and Fox Sports Net Ohio, both of which are 60% owned by
Rainbow. Second quarter 2003 net revenues grew 25% to $42.9
million, operating income was $10.3 million compared to $5.0
million in the year earlier period. Adjusted operating cash flow
more than doubled to $13.4 million compared to $6.3 million in the
prior year period. The second quarter 2002 results included a $7.8
million charge for bad debt expense related to the Adelphia
Communications bankruptcy. Excluding the Adelphia bad debt expense
from the prior year period's results for Consolidated Regional
Sports, revenue was up 2% and operating income and adjusted
operating cash flow declined 20% and 5%, respectively, for the
second quarter of 2003 primarily due to lower advertising revenue
and higher contractual rights payments.

                 Non-Consolidated Regional Sports
       (Fox Sports Net Chicago, Bay Area and New England)

Second quarter net revenues grew 13% to $64.5 million. Operating
income decreased 6% to $11.3 million. Adjusted operating cash flow
rose 37% to $13.4 million, compared to the year-earlier period,
primarily due to strong growth in both affiliate fee revenue and a
13% increase in advertising revenue. The second quarter 2002
results included a $2.0 million charge for bad debt expense
related to the Adelphia Communications bankruptcy. Excluding the
Adelphia bad debt expense from the prior year period's results for
Non-Consolidated Regional Sports, revenue and adjusted operating
cash flow increased 10% and 14%, respectively, for the second
quarter of 2003 while operating income declined 19% due to higher
stock plan expense.

                  Non-Consolidated Fox Sports Net

Fox Sports Net's viewing subscribers totaled 75.7 million at the
end of the quarter, compared to 73.8 million in the prior year
period.

                    Developing Programming/Other

Developing Programming/Other consists of Mag Rack, fuse, Rainbow
Network Communications, News 12 Networks, MetroChannels, Rainbow
Advertising Sales Corp., IFC Entertainment and other Rainbow
start-up ventures. Second quarter net revenues of $41.8 million
represent a 5% decrease, an operating loss of $32.8 million
represents a 34% increase, and the adjusted operating cash flow
deficit of $18.3 million represents a 19% improvement, each
compared to the year-earlier period. The decline in revenue for
the quarter was due to an increase in bad debt expense at IFC
developing related to an international licensing deal and a 14%
decrease in advertising revenue earned in the second quarter by
the company's advertising division related to weakness in the
advertising market due to the war in Iraq. This was partly offset
by stronger revenue gains at fuse due to strong advertising
revenue gains and affiliate fee revenue resulting from a 14%
increase in viewing subscribers. The lower adjusted operating cash
flow deficit was attributable primarily to strong growth at Metro
TV due to higher affiliate fee revenue combined with lower
programming and marketing expenses, and reduced expenses at both
Mag Rack and News 12 Networks.

                           Rainbow DBS

Rainbow DBS' results were previously reported in Developing/Other.
For the three-month period ended June 30, 2003, operating loss was
$3.6 million compared to a $0.6 million loss in the prior year
period. Adjusted operating cash flow deficit was $3.5 million for
the quarter, compared to $0.6 million in the year-earlier period.

                      Madison Square Garden

Madison Square Garden's businesses include MSG Network, Fox Sports
Net New York, the New York Knicks, the New York Rangers, the New
York Liberty, the MSG Arena complex, and Radio City Music Hall.
Second quarter 2003 net revenue totaled $133.2 million, a 13%
decrease from the prior year period. Operating loss for the
quarter was $9.2 million compared to an operating profit of $40.9
million in the second quarter of 2002. Adjusted operating cash
flow for the quarter was $9.2 million compared to $50.3 million in
the prior year period. The operating loss and the 82% decrease in
adjusted operating cash flow compared to the prior year quarter
were primarily due to the reversal of a $30.3 million luxury tax
expense in the second quarter of 2002 and lower advertising
revenue and higher player compensation costs in the second quarter
of 2003.

                            Theatres

For the three-month period ended June 30, 2003, net revenue for
Clearview Cinemas was $22.2 million, unchanged from the prior year
period. Operating income was $0.3 million compared to an operating
loss of $0.2 million in the prior year period. Adjusted operating
cash flow for the quarter was $2.4 million, compared to $1.2
million in the year-earlier period.

                              Other

Other adjusted operating cash flow deficit totaled $10.7 million
during the quarter and was comprised primarily of non-recurring
executive retirement expenses and certain long-term incentive plan
expenses. These non-recurring items, in addition to certain costs
related to the AMC accounting investigation and DBS spin-off,
could total between $20 million and $25 million for the full year.
In addition, recurring costs could be up to an additional $20
million.

                    Discontinued Operations

The operating results for retail electronics and the Bravo Network
have been reported as discontinued operations, net of tax, in the
company's condensed consolidated operations data for all periods
presented.

                       Recent Developments

Launched Rainbow DBS Satellite

On July 17, 2003, Cablevision and Lockheed Martin announced that
the Rainbow 1 telecommunications satellite was successfully
launched from Cape Canaveral.

In June 2003, Cablevision Systems Corporation announced that its
board of directors approved a plan to pursue the spin-off of
Cablevision's satellite service (Rainbow DBS) together with its
Clearview Cinemas theatre chain. The transaction would be
structured as a tax-free pro rata spin-off to Cablevision's
shareholders, and is expected to be completed by year-end 2003.
The spin-off remains contingent on certain IRS and other
regulatory approvals and final Cablevision board approval.

Investigation of Improper Expense Accruals at the National
Services Division of Rainbow Media

On June 18, 2003, Cablevision Systems Corporation announced that
an internal review initiated by the company identified improperly
recorded expenses at the national services division of
Cablevision's Rainbow Media Group. At the time of the June 18
announcement, the review had found that $6.2 million of expenses
for 2003 were accelerated and improperly accrued or expensed in
2002, rather than 2003. All but $1.7 million of that amount was
identified and reversed prior to the release of the company's 2002
results. The company also stated that, based on the review prior
to the June 18 announcement, it believed that improper expenses
recorded in 2000 and 2001 were similar in size to those in 2002.

The company also announced on June 18, 2003 that its Audit
Committee had retained William McLucas of Wilmer Cutler &
Pickering to conduct an investigation of the matter. Wilmer Cutler
& Pickering subsequently retained PricewaterhouseCoopers as
forensic accountants.

Wilmer Cutler & Pickering has reported to the audit committee and
management of the company that its investigation to date has
identified, in addition to the amounts announced by the company at
June 18, 2003, improperly recognized expenses at the original
productions units within the AMC and WE: Women's Entertainment
business units of the national services division of the Rainbow
Media Group. These improperly recognized expenses resulted from
inappropriately accelerating the recognition of certain production
costs. While this inquiry is continuing, and the final
calculations may change, the company believes that the net effect
in each of the years 2000 through 2002 of original production
costs expensed in earlier years was less than $1.0 million and the
amounts that should have been expensed in 2003 that were expensed
in earlier years equaled approximately $3.4 million. The company
believes that the aggregate amount of improper expense accruals
identified to date are insignificant with respect to its
previously issued annual audited financial statements and,
assuming confirmation of the investigation results, its
independent auditors, KPMG, concur with this judgment. Therefore,
with the concurrence of its independent auditors, based on
information to date, the company has determined that no
restatement of previously issued annual audited financial
statements is required.

The Wilmer Cutler & Pickering investigation is ongoing. KPMG has
advised the company that, due to the status of the Wilmer Cutler &
Pickering investigation, it is currently unable to complete its
review of the company's consolidated financial statements for the
second quarter of 2003.

Purchase of MGM's 20% Stake in Three of Rainbow's National
Networks

In June 2003, Cablevision agreed to buy Metro-Goldwyn-Mayer's 20%
stake in three of Rainbow's national cable networks - AMC, IFC and
WE - for $500 million.

On July 18, 2003, the transaction closed and Rainbow Media
Holdings paid MGM $250 million in cash and Cablevision Systems
Corporation issued a note for the remaining $250 million that
matures in 5 months. At maturity, Cablevision has the option to
pay the note in either cash or Cablevision Class A common stock.

                         2003 Outlook

The company reaffirms its previous revenue guidance and lowers
adjusted operating cash flow guidance to between 14% and 16% from
16% to 18% for Telecommunications. The company reaffirms Total
Company revenue and adjusted operating cash flow guidance.
Excluded from 2003 guidance are:

-- Amounts that may be paid to the YES Network for certain revenue
   reductions and expenses that the YES Network might experience
   during the term of the one-year interim agreement. Accrued
   indemnity claims and legal fees related to the YES agreement
   totaled $8.4 million in the second quarter ($6.2 million in
   legal fees and $2.2 million for indemnity claims).


CANADIAN FREIGHTWAYS: Selling Business & Units at Aug 25 Auction
----------------------------------------------------------------
Consolidated Freightways Corporation plans to sell the operations
of Canadian Freightways and its subsidiaries at auction to the
highest bidder on August 25, 2003.

CFL is financially and operationally independent from its parent
company, CF, and is not part of the September 2002 bankruptcy
proceedings filed by CF. CFL's traditional high-quality customer
service and profitable operations have continued throughout this
time period.

A potential buyer, an entity led by a Canadian capital management
firm, has signed an agreement to purchase the assets of CFL and
other Canadian assets owned by CF and affiliates for approximately
$90 million (US), which amount includes CFL liabilities being
assumed. This agreement and the Proposed Purchaser's offer are
expressly subject to higher and better bids from competing
bidders.

The bankruptcy court last week issued a bidding procedure order,
which sets a process for competitive bids to be considered at the
August 25 auction. The order designates the Proposed Purchaser as
the "stalking horse" bidder and indicates processes that an over-
bidder must take to submit a competing offer. Interested bidders
should contact CF's investment banker, Chanin Capital Partners, at
310-445-4010.

John Brincko, CF's chief executive officer, stated, "We're pleased
with the progress thus far in the sale of our Canadian franchise
and with the now-established process which we believe will realize
maximum value from this premium property."

CFL is an industry-leading supply chain services company,
specializing in time-sensitive and expedited services. Operations
in Canada and the United States include less-than-truckload, full-
load, and parcel transportation, sufferance warehouses, customs
brokerage, international freight forwarding, fleet management and
logistics management. Canadian Freightways won the 2002 Consumers
Choice Award for best transportation company in Calgary and
Edmonton.


CHURCH & DWIGHT: S&P Rates Planned $110 Mill. Debentures at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Church & Dwight Co. Inc.'s proposed $110 million convertible
senior unsecured debentures due 2033. At the same time, Standard &
Poor's affirmed its 'BB' corporate credit and senior secured debt
ratings on the household, personal care, and specialty products
manufacturer.

The outlook is stable.

Princeton, New Jersey-based Church & Dwight had about $320 million
of total debt outstanding at June 27, 2003.

Proceeds from the sale of the proposed debentures will be used to
repay about $110 million of its existing term bank debt. The
proposed debentures are rated one notch lower than the corporate
credit rating, reflecting their junior position relative to the
company's senior secured debt obligations. The rating on the
debentures is based on preliminary offering statements and is
subject to review upon final documentation.

"Ratings on Church & Dwight continue to reflect its relatively low
operating margin for a consumer products company, as well as its
below-average business risk profile," said Standard & Poor's
credit analyst Lori Harris. "Partially offsetting these factors
are management's focus on debt reduction and the successful growth
of the Arm & Hammer brand name into several household and personal
care product lines, such as detergents, toothpaste, cat litter,
and deodorant."

Revenues increased 9% in 2002; however, adjusting for acquisitions
and discontinued product lines, organic sales growth was only
about 2%. Church & Dwight's operating margin (excluding
depreciation, amortization, and nonrecurring items) improved to
13.2% in 2002 from 12.1% the prior year, largely due to synergies
achieved through the integration of acquisitions completed in
2001, namely USA Detergents and certain Cater-Wallace brands. The
acquisitions increased the company's revenue base by about 50% on
a pro forma basis, providing critical mass to the business. In
2001, Church & Dwight also completed a transaction to acquire 50%
of Armkel LLC, a personal care firm. Church & Dwight's management
is effectively responsible for managing the Armkel joint venture,
which has enabled the two companies to realize cost savings from
manufacturing efficiencies, shared distribution channels, and the
elimination of certain overhead expenses.


COMDIAL CORP: Michael S. Falk Named as New Board Chairman
---------------------------------------------------------
Comdial Corporation (OTC Bulletin Board: CMDZ), a leading provider
of traditional and IP Telephony solutions for small and medium-
sized enterprises, announced that Michael S. Falk will become
chairman of Comdial's board of directors succeeding Travis Lee
Provow.  Mr. Provow will remain a member of Comdial's board of
directors. This change will become effective on August 12, 2003.

Mr. Falk has served as a director of Comdial since October 2002.  
He also is Managing Partner of Comvest Venture Partners, Comdial's
largest stockholder and co-founder of Commonwealth Associates
L.P., a New York investment banking and financial firm.  "I am
extremely pleased with the financial and operational progress
Comdial has been making.  The Company is positioned for
technological leadership in the IP area," said Mr. Falk, "and I
look forward to working closely with management toward these
continued objectives."

Nickolas A. Branica, Comdial's President and CEO, said that he was
looking forward to working closely with Mr. Falk. "Michael Falk is
very familiar with the operations of the Company and the
challenges we face.  I anticipate that we will not miss a beat as
he takes over as chairman of the board," he said.

Mr. Provow became chairman of Comdial's board in October 2002.  He
has also served as chairman of the Company's executive committee,
an officer position, since November 2002 and will also leave that
post effective August 12.  Comdial's president and CEO, Nickolas
A. Branica said that Mr. Provow has made significant contributions
to the Company during his tenure.  "Lee Provow joined Comdial at a
critical juncture," said Mr. Branica.  "He has been a great asset
in helping to improve the Company's operations and, although we
always understood his role as an officer of the Company was
temporary, his presence will still be missed both personally and
professionally.  We wish him great success in his new role and we
are pleased that he will remain a member of our board and continue
to contribute to the Company."  Mr. Branica also said that the
Company will not name a replacement for Mr. Provow as chairman of
the executive committee.

Comdial Corporation, headquartered in Sarasota, Florida, develops
and markets sophisticated communications solutions for small to
mid-sized offices, government, and other organizations. Comdial
offers a broad range of solutions to enhance the productivity of
businesses, including voice switching systems, voice over IP,
voice processing and computer telephony integration solutions. For
more information about Comdial and its communications solutions,
visit http://www.comdial.com

At March 31, 2003, Comdial Corp.'s balance sheet shows a total
shareholders' equity deficit of about $1 million.


CONCERT INDUSTRIES: Files for Protection Under CCAA in Canada
-------------------------------------------------------------
Concert Industries Ltd. (TSX: CNG) has filed for protection under
the Companies' Creditors Arrangement Act to allow for an orderly
restructuring of the Company and to properly evaluate all
available alternatives to maximize a return for its stakeholders.
Concert President, Raoul Heredia also announced a $13.6 million
increase in the Company's operating line of credit from its
current syndicate of financial institutions.

On July 7, 2003, the Company disclosed that it did not receive the
necessary waivers from its lenders to allow it to issue common
shares in satisfaction of the semi-annual interest payment due on
its 8.5% Convertible Unsecured Subordinated Debentures. The
Company continues not to make monthly interest payments as of
July 2, 2003 onwards under its senior secured credit facility.

"We are quite confident that the CCAA filing will give us the
breathing space to preserve and strengthen Concert's business so
that we can continue to compete successfully and return to
profitability. Our ability to rapidly secure initial new financing
from top-tier institutions is a strong endorsement from this group
and will provide the latitude and adequate resources to continue
operating while we undergo the necessary restructuring
activities," stated Mr. Heredia.

            German Operations Excluded from CCAA Filing

Concert Industries operates four manufacturing facilities in
Canada, the United States and Germany for specialty absorbent
thermal and multi-bonded airlaid materials. It is the largest
company totally focused on non-woven airlaid fabrics and is
amongst the leaders in the technological development in this area.

Concert's German subsidiaries are excluded from the filing as they
are cash flow positive and continue to perform strongly.

                    A Confluence of Challenges

Concert has had to face a series of challenges since 2001, which
have culminated in the current situation:

- Significant new airlaid product capacity came on-stream in North
  America in 2001, creating an extremely competitive market
  environment;

- The worldwide economic slowdown, oversupply and specific issues
  at the Company's Charleston, South Carolina and Gatineau, Quebec
  plants impacted existing and future orders;

- A major competitor acquired patents over a festooning process
  and initiated patent infringement actions which forced Concert
  to incur over $20 million in capital spending to acquire new
  festooning equipment utilizing a different process;

- While conditions improved in the second half of 2002, first half
  performance in fiscal 2003 has been affected by a combination of
  factors, including continued losses at the Charleston plant; an
  unexpected change in the product mix of a major Gatineau
  customer; production challenges for a new product line; working
  capital requirements at Gatineau; and the weakening of the U.S.
  dollar.

                         Initiatives to Date

The Company is planning a series of measures to mitigate the
current financial situation:

- It is working with potential buyers of the Charleston, South
  Carolina plant. If a buyer cannot be found, the facility will be
  closed and production will be transferred to Gatineau, Quebec;

- The Vancouver, B.C. executive office will be relocated to
  Gatineau, Quebec.

- Employee numbers have been reduced over the past two years in
  targeted areas;

- A special committee of the Board of Directors has been formed to
  address the issues;

- Mr. Raoul Heredia, a turnaround specialist, was named as
  President of the Company on June 24, 2003 and is leading the
  restructuring initiatives.

A formal plan of arrangement will be filed in the coming months
and a meeting of creditors will be held to vote on the plan.

"In order to allow for an orderly restructuring it is in the best
interests of all that approval of the CCAA request was granted so
that we can fully focus on operational issues and function on a
business-as-usual basis. We are embarking on a journey that is
geared to transforming Concert into a more efficient, lower-cost
organization. The immediate access to additional funding, the
creation of a viable plan and our position in the marketplace make
us hopeful that we will emerge as a stronger company. It is clear
that all options must be considered to provide the operational and
financial flexibility to benefit as many stakeholders as possible.
The ongoing support from our customers and suppliers is vital to
the success of this exercise," concluded Mr. Heredia.

PricewaterhouseCoopers Inc. is the court-appointed Monitor.

Further information on Concert Industries restructuring efforts
may be obtained from the Company's Web site at
http://www.concert.ca  

Concert Industries Ltd., is an international technology based
company specializing in the development and manufacture of
advanced airlaid materials. It is the largest company totally
focused on non-woven airlaid fabrics. Concert's products are key
components in a wide range of personal care consumer products
including feminine hygiene and adult incontinence products. Other
applications include pre-moistened baby wipes, disposable medical
and filtration applications and tabletop products.


CONTINENTAL AIRLINES: Completes Sale of ExpressJet Share Holding
----------------------------------------------------------------
Continental Airlines, Inc. (NYSE: CAL) has concluded its
previously announced sale of a portion of its shares of common
stock of ExpressJet Holdings, Inc. (NYSE: XJT) to ExpressJet,
thereby reducing its ownership of ExpressJet to approximately 45
percent.  Continental also announced that it has contributed
the sale proceeds of $126,750,000 to its defined benefit pension
plan.

"We are meeting our commitment to our employees' pension fund,"
said Continental Chairman and CEO Gordon Bethune.  "I can think of
no better use of the proceeds from our sale of ExpressJet stock
than for our employees' long-term welfare."

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.


CRESCENT REAL: Reports Year-Over-Year Decline in Q2 2003 Results
----------------------------------------------------------------
Crescent Real Estate Equities Company (NYSE:CEI) announced results
for the second quarter 2003. Funds from operations for the three
months ended June 30, 2003 were $36.4 million, or $0.31 per share
and equivalent unit (diluted). FFO for the six months ended June
30, 2003 was $77.9 million or $0.67 per share and equivalent unit
(diluted). These compare to FFO of $53.2 million or $0.45 per
share and equivalent unit (diluted), for the three months ended
June 30, 2002 and $117.3 million or $0.99 per share and equivalent
unit (diluted) for the six months ended June 30, 2002.

Net loss to common shareholders for the three months ended
June 30, 2003 was $6.1 million, or $0.06 per share (diluted). Net
loss to common shareholders for the six months ended June 30, 2003
was $25.4 million or $0.26 per share (diluted). This compares to
net income available to common shareholders of $6.7 million or
$0.07 per share (diluted), for the three months ended June 30,
2002 and $17.3 million or $0.17 per share (diluted), for the six
months ended June 30, 2002.

According to John C. Goff, Chief Executive Officer, "Our second
quarter FFO of $.31 per share was below our expected range of $.38
to $.42 per share. In the second quarter, we had anticipated
closing the sale of a commercial land parcel in downtown Houston,
realizing $.08 per share in FFO. The sale was finalized in July
2003; therefore, the $.08 per share in FFO will be recorded in the
third quarter. For the second quarter, our office segment was on
plan, while our resort and residential segments were $.01 and $.02
per share below plan, respectively. While we are seeing signs of
economic recovery, we are cautious about its timing. Accordingly,
we have revised our 2003 FFO guidance to $1.55 to $1.80 per share,
reflecting a delayed recovery and lower than anticipated job
growth. Specifically, our revised guidance reflects lower levels
of leasing in Dallas and Denver and potentially reduced
residential lot sales for the year, primarily at Desert Mountain.
The revised guidance compares to the lower end of our previous
guidance of $1.80 per share."

On July 15, 2003, Crescent announced that its Board of Trust
Managers had declared cash dividends of $.375 per share for
Common, $.421875 per share for Series A Convertible Preferred, and
$.59375 per share for Series B Redeemable Preferred. The dividends
are payable August 15, 2003, to shareholders of record on July 31,
2003.

                       BUSINESS SECTOR REVIEW

Office Sector (67% of Gross Book Value of Real Estate Assets as of
June 30, 2003)

Operating Results

Office property same-store net operating income declined 12.9% for
the three months ended June 30, 2003 over the same period in 2002.
Average occupancy for these properties for the three months ended
June 30, 2003 was 84.9% compared to 90.0% for the same period in
2002. As of June 30, 2003, the overall office portfolio's leased
occupancy was 86.9%, and its economic occupancy was 85.1%. During
the three months ended June 30, 2003 and 2002, Crescent received
$1.0 million and $0.6 million, respectively, of lease termination
fees. Crescent's policy is to exclude lease termination fees from
its same-store NOI calculation.

Office property same-store net operating income declined 11.5% for
the six months ended June 30, 2003 over the same period in 2002.
Average occupancy for these properties for the six months ended
June 30, 2003 was 84.9% compared to 90.2% for the same period in
2002. During the six months ended June 30, 2003 and 2002, Crescent
received $3.0 million and $1.8 million, respectively, of lease
termination fees.

The Company leased 1.4 million net rentable square feet during the
three months ended June 30, 2003, of which 572,000 square feet
were renewed or re-leased. The weighted average full service
rental rate (which includes expense reimbursements) decreased
14.7% over the expiring rates for the leases of the renewed or re-
leased space. All of these leases have commenced or will commence
within the next twelve months. Tenant improvements related to
these leases were $1.46 per square foot per year and leasing costs
were $1.00 per square foot per year.

The Company leased 2.3 million net rentable square feet during the
six months ended June 30, 2003, of which 1.2 million square feet
were renewed or re-leased. The weighted average full service
rental rate (which includes expense reimbursements) decreased
12.2% over the expiring rates for the leases of the renewed or re-
leased space. All of these leases have commenced or will commence
within the next twelve months. Tenant improvements related to
these leases were $1.74 per square foot per year and leasing costs
were $1.01 per square foot per year.

Denny Alberts, President and Chief Operating Officer, commented,
"As expected in the second quarter, our total office economic
occupancy declined by 60 basis points, down to 85.1% from 85.7%.
While we continue to lease at a good pace, market conditions,
particularly in Dallas and Denver, are expected to keep us from
seeing any lift in occupancy until next year. Therefore, we
anticipate ending this year at approximately 85.5% economic
occupancy, or an average economic occupancy of 84.0% to 85.0% for
the year.

"We signed leases for 1.4 million square feet in the second
quarter. Total leases signed that will commence in 2003 are 3.8
million square feet. The weighted average full service rental rate
of these signed leases is $21.12 per square foot.

"Further, we have approximately 2.2 million total square feet of
leases expiring by the end of the year. To date, 69% of that
expiring space has been addressed - 52% by signed leases and 17%
by leases in negotiation. The weighted average full service rental
rate for the expirations is $20.85 per square foot."

Resort and Residential Development Sector (22% of Gross Book Value
of Real Estate Assets as of June 30, 2003)

Destination Resort Properties

Same-store NOI for Crescent's five consolidated resort properties
declined 23% for the three months ended June 30, 2003 over the
same period in 2002. The average daily rate decreased 3% and
revenue per available room increased 4% for the three months ended
June 30, 2003 compared to the same period in 2002. Weighted
average occupancy was 68% for the three months ended June 30, 2003
compared to 63% for the three months ended June 30, 2002.

Same-store NOI for Crescent's five consolidated resort properties
declined 18% for the six months ended June 30, 2003 over the same
period in 2002. The average daily rate and revenue per available
room remained flat for the six months ended June 30, 2003 compared
to the same period in 2002. Weighted average occupancy was 69% for
the six months ended June 30, 2003 and June 30 2002.

"Resort occupancy was up in the second quarter 2003, compared to
the second quarter of 2002. However, lower daily rates as well as
lower spa and food and beverage revenues continued to impact the
same-store NOI performance of Fairmont Sonoma Mission Inn & Spa.
As you may also recall, Canyon Ranch Lenox had an extraordinarily
profitable second quarter of 2002, which has caused a tough year
over year comparison," stated Alberts.

Upscale Residential Development Properties

Crescent's overall residential investment generated $5.7 million
and $11.0 million in FFO for the three months and six months ended
June 30, 2003, respectively. This compares to $12.5 million and
$28.0 million in FFO generated for the three months and six months
ended June 30, 2002, respectively. The year over year decline for
second quarter FFO is attributable to lower lot sales at Desert
Mountain in the second quarter of 2003. In addition, both Crescent
Resort Developments and The Woodlands experienced higher than
normal sales volume in the second quarter of 2002.

Investment Sector (11% of Gross Book Value of Real Estate Assets
as of June 30, 2003)

Business-Class Hotel Properties

Same-store NOI for Crescent's four business-class hotel properties
decreased 20% for the three months ended June 30, 2003 over the
same period in 2002. The average daily rate decreased 1% and
revenue per available room decreased 8% for the three months ended
June 30, 2003 compared to the same period in 2002. Weighted
average occupancy was 70% for the three months ended June 30, 2003
compared to 75% for the three months ended June 30, 2002.

Same-store NOI for Crescent's four business-class hotel properties
decreased 3% for the six months ended June 30, 2003 over the same
period in 2002. The average daily rate remained flat and revenue
per available room increased 4% for the six months ended June 30,
2003 compared to the same period in 2002. Weighted average
occupancy was 73% for the six months ended June 30, 2003 compared
to 70% for the six months ended June 30, 2002.

Temperature-Controlled Facilities Investment

Crescent's investment in temperature-controlled facilities
generated $5.1 million and $12.1 million in FFO for the three and
six months ended June 30, 2003, respectively. This compares to
$5.4 million and $10.8 million of FFO generated for the three and
six months ended June 30, 2002, respectively.

                         EARNINGS OUTLOOK

Crescent will address quarterly and full year 2003 earnings
guidance in greater detail in the conference call and presentation
scheduled for August 5, 2003. In addition, the Company has
provided documentation related to this guidance in its second
quarter supplemental operating and financial data report.

             SUPPLEMENTAL OPERATING AND FINANCIAL DATA

Crescent's second quarter supplemental operating and financial
data report is available on the Company's Web site at
http://www.crescent.comin the investor relations section. To  
request a hard copy, please call the Company's investor relations
department at (817) 321-2180.

Crescent Real Estate Equities Company (NYSE:CEI) is one of the
largest publicly held real estate investment trusts in the nation.
Through its subsidiaries and joint ventures, Crescent owned and
managed, as of June 30, 2003, a portfolio of 73 premier office
properties totaling 29.5 million square feet, located primarily in
the Southwestern United States, with major concentrations in
Dallas, Houston, Austin and Denver. In addition, the Company has
investments in world-class resorts and spas and upscale
residential developments.

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its ratings on Crescent Real Estate Equities
Co., and Crescent Real Estate Equities L.P., and removed them
from CreditWatch, where they were placed on Jan. 23, 2002.  The
outlook remains negative.

          Ratings Affirmed And Removed From CreditWatch

     Issue                           To            From

Crescent Real Estate Equities Co.
  Corporate credit rating            BB            BB/Watch Neg
  $200 million 6-3/4%
     preferred stock                 B             B/Watch Neg
  $1.5 billion mixed shelf   prelim B/B+   prelim B/B+/Watch Neg

Crescent Real Estate Equities L.P.
   Corporate credit rating           BB            BB/Watch Neg
   $150 million 6 5/8% senior
      unsecured notes due 2002       B+            B+/Watch Neg
   $250 million 7 1/8% senior
      unsecured notes due 2007       B+            B+/Watch Neg


CRYOLIFE INC: Posts $22 Million Net Loss on $16 Million Revenues
----------------------------------------------------------------
CryoLife, Inc. (NYSE: CRY), a human tissue processing and bio-
surgical device company, reported financial results for the second
quarter 2003.

Revenues for the second quarter 2003 were $15.7 million compared
to $23.3 million in the second quarter 2002. Net loss in the
second quarter of 2003 was $22.3 million, which included $12.5
million in additional pre-tax accruals for the uninsured portion
of estimated potential legal fees and settlement costs related to
the Company's product liability lawsuits and claims that have been
incurred, but not reported. This estimate does not reflect actual
settlement arrangements or final judgments, which may vary
significantly from this estimate. The loss also reflects $11.4
million related to establishing a valuation allowance against
deferred tax assets as of June 30, 2003. Except for these items
the net loss would have been approximately $2.5 million.

On a fully diluted basis, loss per common share for the second
quarter 2003 was $1.14 per share compared to a loss of $0.28 per
share for the same period in 2002. Except for the items discussed
above, loss per common share would have been $0.13 per share in
the second quarter 2003.

Revenues for the first half of 2003 were $31.6 million compared to
$48.7 million in the first half of 2002. The loss for the first
six months of 2003 was $22.8 million compared to a net loss of
$2.4 million in the same period last year. On a fully diluted
basis, the loss per common share was $1.16 compared to a $0.13
loss per common share in the first half 2002.

In the second quarter of 2003, BioGlue sales increased 30% in the
U.S. and internationally to $6.8 million compared to $5.3 million
in the second quarter 2002. In the U.S., BioGlue is used for
surgical repair of large vessels in conjunction with sutures and
staples. BioGlue is approved in the European Community and Canada
for surgical repair of vascular and additional soft tissues,
including cardiac, pulmonary, dura matter, abdominal and
gastrointestinal.

Tissue processing revenues were $8.6 million in the second quarter
of 2003, compared to $9.1 million in the first quarter of 2003. If
first quarter 2003 revenues are adjusted to exclude a favorable
adjustment to the estimated tissue recall returns of $848,000, the
quarter over quarter increase is 4%. Cardiac tissue revenues were
$5.0 million in the second quarter 2003, compared to $4.7 million
in the first quarter of 2003. If first quarter revenues are
adjusted to exclude a favorable adjustment to the estimated tissue
recall returns of $92,000, the quarter over quarter increase is
9%. Vascular tissue revenues were $3.3 million in the second
quarter 2003, compared to $4.3 million in the first quarter of
2003. If first quarter 2003 revenues are adjusted to exclude a
favorable adjustment to the estimated tissue recall returns of
$711,000, the quarter over quarter decrease is 7%.

"Since its inception in 1984, the Company has processed tissue
from over 70,000 donors. In the second quarter we have seen
positive trends in our tissue procurement, which is essential for
our future growth and success," said Steven G. Anderson, CryoLife
President and CEO. The monthly average of procurement from human
heart donors increased 12% in the second quarter 2003 compared to
the first quarter of 2003 and the monthly average procurement from
vascular tissue donors increased 53%. The Company resumed
processing orthopaedic tissue in late February 2003.

The Company is in discussions with the FDA about the type of
submission that is necessary for SynerGraft(R) processed heart
valves. The Company is processing heart valves without using the
SynerGraft process until the FDA makes a decision regarding this
matter.

Regarding insurance coverage, the first layer of confirmed
insurance coverage totaling $10 million of coverage has been used
to defend and settle litigation. Approximately half of the $5
million second layer of confirmed insurance coverage remains
available. As previously announced, an insurance company covering
the $10 million third layer of coverage has indicated it will
cover certain matters and intends to exclude certain matters. The
Company is considering all its options to resolve this matter with
the insurance company.

Beginning in August of 2003, CryoLife began offering its boned
orthopaedic tissue for distribution that was processed after
February 2003 and its overall tissue processing revenues are
expected to increase in the second half of 2003 compared to the
first half of 2003. BioGlue sales should increase to $26-27
million for the full year 2003 versus $20.9 million in 2002. Full
year 2003 total revenues for the Company are projected to be
approximately $65-67 million. As of August 1, 2003 the Company had
approximately $24.8 million in the aggregate of cash, cash
equivalents and marketable securities and the Company will be
required to pay off a term loan of $4.5 million by October 31,
2003.

Founded in 1984, CryoLife, Inc. is a leader in the processing and
distribution of implantable living human tissues for use in
cardiovascular and vascular surgeries throughout the United States
and Canada. The Company's BioGlue(R) Surgical Adhesive is FDA
approved as an adjunct to sutures and staples for use in adult
patients in open surgical repair of large vessels and is CE marked
in the European Community and approved in Canada for use in soft
tissue repair and approved in Australia for use in vascular and
pulmonary sealing and repair. The Company also manufactures the
SynerGraft(R) Vascular Graft, which is CE marked for distribution
within the European Community.

                         *     *     *

                 Liquidity and Capital Resources

In its Form 10-Q filed with the Securities and Exchange
Commission, CryoLife Inc., reported:

        Overall Trend in Liquidity and Capital Resources

"The Company expects its liquidity to continue to decrease
significantly over the next twelve months due to 1) the
anticipated decrease in preservation revenues as compared to
preservation revenues prior to the FDA Order as a result of
reported tissue infections, the FDA Order, and associated adverse
publicity, 2) the increase in cost of human tissue preservation
services as a percent of revenue as a result of lower tissue
processing volumes and changes in processing methods, which have
increased the cost of processing human tissue and 3) an expected
use of cash due to the increased costs relating to the defense and
resolution of lawsuits and legal and professional costs relating
to the ongoing FDA compliance and the anticipated required Term
Loan pay off during 2003. The Company believes that anticipated
revenue generation, expense management, savings resulting from the
reduction in the number of employees in September 2002
necessitated by the reduction in revenues, and the Company's
existing cash and marketable securities will enable the Company to
meet its liquidity needs through at least June 30, 2004. In
addition, the Company has recorded $9.0 million related to the
potential expense of resolving current product liability claims in
excess of insurance coverage. The $9.0 million accrual is
reflective of settlement costs related to outstanding lawsuits,
and does not reflect actual settlement arrangements or judgments,
including punitive damages, which may be assessed by the courts.
The $9.0 million accrual is not a cash reserve. Should expenses
related to the accrual be incurred, the expenses would have to be
paid from insurance proceeds and liquid assets, if available. The
Company has called a meeting with the plaintiffs' attorneys to
determine the feasibility of obtaining a global settlement on
outstanding claims in order to substantially reduce the potential
cash payout related to these accruals and is currently evaluating
all of its alternatives in connection with resolving the dispute
with its upper layer excess carrier concerning the restrictions on
the matters it has excluded from coverage. If the Company is
unsuccessful in arranging settlements of product liability claims
for an amount substantially below the amount accrued, there may
not be sufficient insurance coverage and liquid assets to meet
these obligations, even if the Company satisfactorily resolves the
restrictions on the upper layer excess insurance coverage.
However, if the Company is unable to settle the outstanding claims
for amounts within its ability to pay and one or more of the
product liability lawsuits in which the Company is a defendant
should be tried during this period with a substantial verdict
rendered in favor of the plaintiff(s), there can be no assurance
that such verdict(s) would not exceed the Company's available
insurance coverage and liquid assets. The Company's product
liability insurance policies do not include coverage for any
punitive damages that may be assessed at trial. There is a
possibility that significant punitive damages could be assessed in
one or more lawsuits which would have to be paid out of the liquid
assets of the Company, if available.

"In addition, the Company has recorded $7.5 million for estimated
costs of unreported product liability claims related to services
performed and products sold prior to June 30, 2003. The $7.5
million accrual is not a cash reserve. The timing of the actual
payment of the expense related to the accrual is dependent on when
and if claims are asserted. Should expenses related to the accrual
be incurred, the expenses would have to be paid from insurance
proceeds and liquid assets, if available. Since amounts expensed
are estimates, the actual amounts required could vary
significantly.

"The Company's long term liquidity and capital requirements will
depend upon numerous factors, including the Company's ability to
return to the level of demand for its tissue services that existed
prior to the FDA Order, the outcome of litigation against the
Company, the timing of and amount required to resolve the product
liability claims, the resolution of the dispute with its upper
excess product liability insurance carrier, the ability to arrange
and fund a global settlement of outstanding claims for an amount
substantially below the amount of the accrual, and the Company's
ability to find suitable funding sources to replace the Term Loan.
The Company may require additional financing or seek to raise
additional funds through bank facilities, debt or equity
offerings, or other sources of capital to meet liquidity and
capital requirements beyond June 30, 2004. Additional funds may
not be available when needed or on terms acceptable to the
Company, which could have a material adverse effect on the
Company's business, financial condition, results of operations,
and cash flows. These are factors that indicate that the Company
may be unable to continue operations.

"On August 4, 2003 the Company approved a buyback of employee
stock options with an exercise price of $23 or greater. The option
buyback was approved for an aggregate of up to $350,000 using a
Black Scholes valuation model. The Company anticipates making the
offer to employees in third quarter of 2003.

                       Net Working Capital

"At June 30, 2003 net working capital (current assets of $52.6
million less current liabilities of $31.8 million) was $20.8
million, with a current ratio (current assets divided by current
liabilities) of 2 to 1, compared to net working capital of $37.6
million, with a current ratio of 3 to 1 at December 31, 2002. The
Company's primary capital requirements historically arose from
general working capital needs, capital expenditures for facilities
and equipment, and funding of research and development projects.
The Company has historically funded these requirements through
bank credit facilities, cash generated by operations, and equity
offerings. Based on the decrease in revenues resulting from the
adverse publicity surrounding the FDA Order, FDA Warning Letter,
and reported tissue infections, and the anticipated costs to be
paid by the Company in resolving pending litigation, the Company
expects that its cash used in operating activities will continue
to be high and will increase to the extent funds are needed to
defend and resolve litigation, and that net working capital will
significantly decrease.

"The Company's Term Loan, of which the principal balance was $4.5
million as of August 4, 2003, contains certain restrictive
covenants including, but not limited to, maintenance of certain
financial ratios and a minimum tangible net worth requirement, and
the requirement that no materially adverse event has occurred. The
lender has notified the Company that the FDA Order have had a
material adverse effect on the Company that constitutes an event
of default. Additionally, as of June 30, 2003, the Company is in
violation of the debt coverage ratio and net worth financial
covenants. Therefore, all amounts due under the Term Loan as of
June 30, 2003 are reflected as a current liability on the Summary
Consolidated Balance Sheets. The Company and the lender are
currently in the process of negotiating specific terms of a
forbearance agreement, which, if entered into, would increase the
interest rate charged on the Term Loan effective August 1, 2003 to
LIBOR plus 4% (5.32% at June 30, 2003), accelerate the principal
payments on the Term Loan by requiring a balloon payment to pay
off the outstanding balance by October 31, 2003, and cause the
Company to pay a $12,000 modification fee and the lender's
attorneys costs, which have yet to be determined. As of August 4,
2003 the Company has sufficient cash and cash equivalents to pay
the remaining outstanding balance of the Term Loan. Since the
lender is in the process of accelerating the payment of the debt,
the above chart shows payment of the outstanding balance of the
Term Loan during 2003.

"In the quarter ended June 30, 2003 the Company entered into two
agreements to finance $2.9 million in insurance premiums
associated with the yearly renewal of certain of the Company's
insurance policies. The amount financed accrues interest at a
3.75% rate and is payable in equal monthly payments through
January 2004. As of August 4, 2003 the outstanding balance of the
agreements was $1.3 million.

"Due to cross default provisions included in the Company's debt
agreements, as of June 30, 2003 the Company was in default of
certain capital lease agreements maintained with the lender of the
Term Loan. Therefore, all amounts due under these capital leases
are reflected as a current liability on the Summary Consolidated
Balance Sheets as of June 30, 2003."


CRYOLIFE: Don Keenan Says Company's Reserves Still Inadequate
-------------------------------------------------------------
In response to CryoLife's statement, attorney Don C. Keenan of
Atlanta references his allegation of September 2002 in which he
took issue with the reliability of CryoLife's official statements.

Keenan, attorney for many of CryoLife's victims for over a year,
proclaimed last year that the insurance coverage of CryoLife was a
"drop in the bucket."

Keenan's prediction is now true according to CryoLife's press
release of today.  The company has now accrued $16,000,000 of its
own money to cover the outstanding claims.

"Sixteen million dollars is only a fraction of the funds necessary
to resolve the victims' damages," says Keenan.  He added, "Just
one of the many cases could produce a verdict of $16,000,000."

Keenan says that the victims "will attach company assets,
including patents, personal assets of the company's officers and
the Board of Directors," and recently added CryoLife's law firm as
a defendant to newly filed litigation.

"Justice will prevail for the numerous victims of CryoLife," says
Keenan.


CUMULUS MEDIA: Reports Slight Growth in Second Quarter Results
--------------------------------------------------------------
Cumulus Media Inc. (NASDAQ: CMLS) reported financial results for
the three and six months ended June 30, 2003.

Lew Dickey, Chairman, President and Chief Executive Officer,
commented, "Q2 marks our eleventh consecutive quarter of Adjusted
EBITDA and Free Cash Flow growth. Operating in a difficult revenue
environment, our team exhibited expense control discipline that is
key to generating Free Cash Flow. Our operating strategy and
performance combined with our newly optimized capital structure,
consisting exclusively of bank debt and common stock, should allow
us to translate the benefits of future economic upturns into
dramatic Free Cash Flow growth."

                      Results of Operations

             Three Months Ended June 30, 2003 Compared
                to Three Months Ended June 30, 2002

Net revenues for the second quarter of 2003 increased $4.5 million
to $74.5 million, a 6.5% increase from the second quarter of 2002,
primarily as a result of revenues associated with station
acquisitions completed subsequent to June 30, 2002 and stations
operated under the terms of local marketing agreements during
periods subsequent to June 30, 2002. Station operating expenses
increased $3.0 million to $44.1 million, an increase of 7.3% over
the second quarter of 2002, primarily as a result of expenses
associated with station acquisitions completed subsequent to June
30, 2002 and stations operated under the terms of local marketing
agreements during periods subsequent to June 30, 2002. Station
Operating Income (defined as operating income before depreciation
and amortization, LMA fees, corporate general and administrative
expenses, non-cash stock compensation and restructuring charges)
increased $1.5 million to $30.5 million, an increase of 5.2% from
the second quarter of 2002, for the reasons discussed above.

On a pro forma basis, which includes the results of all stations
operated during the period under the terms of local marketing
agreements and station acquisitions and dispositions completed
during the period as if each were operated from or consummated at
the beginning of the periods presented and excludes the results of
Broadcast Software International, net revenues for the second
quarter of 2003 decreased $1.7 million to $74.8 million, a
decrease of 2.2% from the second quarter of 2002. Pro forma
Station Operating Income (defined as operating income (loss)
before depreciation, amortization, LMA fees, corporate general and
administrative expenses, non-cash stock compensation and
restructuring charges; and excluding the results of Broadcast
Software International) increased $0.3 million to $30.8 million,
an increase of 1.0% from the second quarter of 2002. Pro forma
Station Operating Income margin (defined as pro forma station
operating income as a percentage of pro forma net revenues)
increased to 41.2% for the second quarter of 2003 from 39.9% for
the second quarter of 2002.

Interest expense decreased by $2.0 million or 23.8% to $6.3
million for the three months ended June 30, 2003 as compared with
$8.3 million in the prior period. This decrease was primarily due
to lower interest expense associated with lower outstanding levels
of the Company's 10 3/8% Senior Subordinated Notes (the "Notes")
during the current quarter.

The Company recognized losses on the early extinguishment of debt
of $11.1 million for the three months ended June 30, 2003. Losses
during the current quarter relate to the redemption of $88.8
million of the Notes pursuant to a tender offer and consent
solicitation completed in April 2003 and the retirement of the
Company's existing $175.0 million eight-year term loan facility in
connection with refinancing activities also completed in April
2003. In connection with the tender offer and the redemption of
the Notes, the Company paid $6.0 million in redemption premiums,
$0.2 million in professional fees and wrote-off $2.0 million of
previously capitalized debt issuance costs. Related to the
extinguishment of the Company's $175.0 million eight-year term
loan, the Company paid $1.5 million in professional fees and
wrote-off $1.4 million of previously capitalized debt issuance
costs.

Preferred stock dividends and redemption premiums decreased $4.3
million to $0.3 million for the three months ended June 30, 2003
as compared with $4.6 million during the prior year. This decrease
was attributable to lower accrued dividends for the quarter as
compared with the prior year due to fewer outstanding shares of
the issue.

                Six Months Ended June 30, 2003
          Compared to Six Months Ended June 30, 2002

Net revenues for the six months ended June 30, 2003 increased
$17.4 million to $132.5 million, a 15.1% increase from the same
period in 2002, primarily as a result of revenues associated with
1) station acquisitions completed at the end of Q1 2002, 2)
station acquisitions completed subsequent to June 30, 2002, and 3)
stations operated under the terms of local marketing agreements
during periods subsequent to June 30, 2002. Station operating
expenses increased $10.5 million to $85.1 million, an increase of
14.0% over the same period in 2002, primarily as a result of
expenses associated with 1) station acquisitions completed at the
end of Q1 2002, 2) station acquisitions completed subsequent to
June 30, 2002, and 3) stations operated under the terms of local
marketing agreements during periods subsequent to June 30, 2002.
Station Operating Income (defined as operating income before
depreciation and amortization, LMA fees, corporate general and
administrative expenses, non-cash stock compensation and
restructuring charges) increased $6.9 million to $47.4 million, an
increase of 17.1% from the same period in 2002, for the reasons
discussed above.

On a pro forma basis, which includes the results of all stations
operated during the period under the terms of local marketing
agreements and station acquisitions completed during the six month
period as if each were consummated at the beginning of the periods
presented, net revenues for the six months ended June 30, 2003
decreased $0.1 million to $136.1 million, a decrease of 0.1% from
the same period in 2002. Pro forma Station Operating Income
(defined as operating income (loss) before depreciation,
amortization, LMA fees, corporate general and administrative
expenses, non-cash stock compensation and restructuring charges;
and excluding Broadcast Software International) increased $1.4
million to $48.4 million, an increase of 3.1% from the same period
in 2002. Pro forma Station Operating Income margin (defined as pro
forma Station Operating Income as a percentage of pro forma net
revenues) increased to 35.6% for the six months ended June 30,
2003 from 34.5% for the six months ended June 30, 2002.

Interest expense decreased by $2.7 million or 17.5% to $12.7
million for the six months ended June 30, 2003 as compared with
$15.4 million in the prior year. This decrease was primarily due
to lower interest expense associated with lower outstanding levels
of the Company's 10 3/8% Senior Subordinated Notes (the "Notes")
during the current year.

The Company recognized losses on the early extinguishment of debt
of $14.2 million for the six months ended June 30, 2003. Losses in
the current year relate to 1) the repurchase of $30.1 million of
the Notes, 2) the redemption of $88.8 million of the Notes as part
of a tender offer and consent solicitation completed in April 2003
and 3) the retirement of the Company's existing $175.0 million
eight-year term loan facility in connection with refinancing
activities also completed in April 2003. Related to the open
market repurchases of $30.1 million of the Notes, the Company paid
$2.4 million in redemption premiums and wrote-off $0.7 million of
debt issuance costs. In connection with the tender offer and the
redemption of the Notes, the Company paid $6.0 million in
redemption premiums, $0.2 million in professional fees and wrote-
off $2.0 million of previously capitalized debt issuance costs.
Related to the extinguishment of the Company's $175.0 million
eight-year term loan, the Company paid $1.5 million in
professional fees and wrote-off $1.4 million of previously
capitalized debt issuance costs. Losses on the early
extinguishment of debt in the prior year were the result of the
syndication and arrangement of a new credit facility and related
retirement and write-off of debt issuance costs related to the
pre-existing credit facility.

Income tax expense decreased $56.6 million to $11.2 million during
the six months ended June 30, 2003, as compared with $67.8 million
during the prior year. Tax expense incurred in the current year,
comprised almost entirely of deferred tax expense, was recorded to
establish valuation allowances against net operating loss carry-
forwards generated during the period. Tax expense in the prior
year was comprised primarily of a non-cash charge recognized to
establish a valuation allowance against the Company's deferred tax
assets upon the adoption of SFAS No. 142, "Goodwill and Other
Intangible Assets."

Net loss for the six months ended June 30, 2003 decreased to $7.5
million for the reasons discussed above and due to a $41.7 million
after-tax loss incurred in the prior year related to the
cumulative effect of a change in accounting principle as a result
of adopting SFAS No. 142.

Preferred stock dividends and accretion of discount decreased $8.0
million to $1.3 million for the six months ended June 30, 2003 as
compared with $9.2 million during the prior year. This decrease
was attributable to lower accrued dividends for the quarter as
compared with the prior year due to fewer outstanding shares of
the issue.

                 Leverage and Financial Position

Capital expenditures for the three months ended June 30, 2003
totaled $2.6 million.

On April 30, 2003, the Company announced the successful completion
of a tender offer and consent solicitation relating to its
outstanding Notes. In the tender, $88.8 million in principal
amount of the Notes were repurchased by the Company and canceled,
leaving $13.7 million of the Notes outstanding. Pursuant to the
consent solicitation, substantially all of the restrictive
covenants in the indenture governing the Notes were eliminated.
Concurrently with the completion of the tender offer and consent
solicitation, the Company received financing in the form of a new
$325.0 million Tranche C eight-year term loan under its existing
credit agreement. Cumulus used the proceeds from the Tranche C
term loan to pay the consideration for the tendered Notes and the
consents that were delivered, and to repay the $175.0 million
Tranche B eight-year term loan outstanding, and $30.0 million in
outstanding revolving loan borrowings, under its existing credit
agreement.

On July 3, 2003, the Company redeemed all of its outstanding Notes
in accordance with a Notice of Redemption sent to all holders of
the Notes in June 2003. The $13.7 million in aggregate principal
amount of the Notes outstanding was redeemed at a redemption price
of 105.188%, plus accrued and unpaid interest through July 2,
2003. For the third quarter of 2003, the Company will record
losses on the early extinguishment of debt of approximately $1.0
million related to the redemption of the Notes.

On July 7, 2003, the Company redeemed all of its outstanding
13-3/4% Cumulative Exchangeable Redeemable Series A Preferred
Stock due 2009. The 9,268 shares of the Preferred Stock
outstanding, valued at $9.3 million, were redeemed at a redemption
price of 106.875% of the stated value, plus accrued and unpaid
dividends. For the third quarter of 2003, the Company will record
preferred stock dividends and redemption premiums of $0.7 million
related to the redemption of the Preferred Stock.

Including the results of all pending acquisitions operated as of
June 30, 2003, the ratio of net long-term debt and preferred stock
(pro forma for the July redemptions of the Notes and Preferred
Stock) to trailing 12-month pro forma Adjusted EBITDA as of June
30, 2003 is approximately 5.5x.

                    Acquisitions and Dispositions

On July 22, 2003, the Company completed the acquisition of four
radio stations in Huntsville, Alabama from Athens Broadcasting
Company, Inc. for 1,213,168 shares of the Company's Class A Common
Stock. In addition to the broadcast licenses and fixed assets of
the four stations, Cumulus also received approximately $2.5
million of working capital as part of the transaction. Cumulus has
operated the stations under the terms of a local marketing
agreement since April 1, 2003.

On July 21, 2003, the Company completed the acquisition of two
radio stations in Nashville, Tennessee from Gaylord Entertainment
Company for $65.0 million in cash. Cumulus has operated the
stations under the terms of a local marketing agreement since
April 21, 2003.

Cumulus Media Inc. is the second largest radio company in the
United States based on station count. Giving effect to the
completion of all announced pending acquisitions and divestitures,
Cumulus Media Inc. will own and operate 270 radio stations in 55
mid-size and smaller U.S. media markets. The Company's
headquarters are in Atlanta, Georgia, and its Web site is
http://www.cumulus.com  

Cumulus Media Inc. shares are traded on the NASDAQ National Market
under the symbol: CMLS.

As reported in Troubled Company Reporter's April 04, 2003 edition,
Standard & Poor's Ratings Services assigned its 'B+' rating to
Cumulus Media, Inc.'s $325 million senior secured term loan C due
2008. Proceeds were used to refinance existing debt and fund the
company's tender offer for its 10.375% senior subordinated notes
due 2008.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on the company. The outlook is stable. Atlanta, Ga.-
based radio operator Cumulus had total debt outstanding of
approximately $433.7 million at Dec. 31, 2002.


DAYTON SUPERIOR: June 27 Net Capital Deficit Widens to $9.5 Mil.
----------------------------------------------------------------
Dayton Superior reported that sales for the second quarter of 2003
totaled $100.3 million, a 5.9% decline from year earlier second
quarter sales of $106.5 million. Sales declined as a lagging
domestic economy continued to adversely impact non-residential
construction activity during the recent quarter.

Gross margin for the second quarter of 2003 was 30.9% as compared
to 34.4% in the second quarter of 2002. This was largely due to
reduced rental revenues. The decline in gross margin was offset in
part by management's aggressive actions to cut SG&A expenses.
These expenses declined by 12.0%, twice the rate of the sales
decline, thus enabling Dayton Superior to post a 140 basis point
improvement in SG&A expenses as a percent of net sales. Dayton's
SG&A declined to 20.0% in the recent quarter, the lowest quarterly
level in several years, from 21.4% in the second quarter of 2002.

Income from operations in the recent quarter totaled $10.5 million
versus $13.3 million in the second quarter of 2002. The operating
margin was 10.5% for the recent quarter versus 12.5% in the
comparable quarter of 2002.

The Company reported a net loss of $0.5 million in the second
quarter of 2003, versus net income of $2.9 million in the second
quarter of 2002. Had the Company not incurred a pretax charge of
$2.5 million resulting from prepayment of several classes of debt
in June of 2003, it would have reported a net profit for the
recent quarter.

Second quarter 2003 Credit Agreement EBITDA totaled $16.6 million
versus $18.8 million in the like quarter of 2002. Dayton's Credit
Agreement EBITDA margin was 16.5% in the recent quarter versus
17.6% in the second quarter of 2002.

Sales for the first half of 2003 totaled $168.5 million, versus
$185.0 million in the year earlier period. Gross margins declined
to 30.9% for the first half of 2003 versus 34.1% in the first half
of 2002 as declining rental revenues impacted profitability. SG&A
expenses for the six months declined 13.9% year-over-year as
management continued its intense efforts to minimize costs. For
the most recent six months, Dayton Superior achieved an operating
margin of 6.8%, versus 8.8% in the first half of 2002. The Company
reported a net loss of $5.9 million for the half versus the net
loss of $17.3 million reported in the first half of 2002. Included
in the first half 2002 loss was a goodwill write-down of $17.1
million after taxes. For the first half of 2003, Dayton Superior
achieved Credit Agreement EBITDA of $23.7 million versus $27.1
million in the year earlier six months. The Company's Credit
Agreement EBITDA margin was almost fully maintained at 14.1% for
the 2003 first half versus 14.6% in the 2002 first half.

At June 27, 2003, Dayton Superior's balance sheet shows a total
shareholders' equity deficit of about $9.5 million.

Stephen R. Morrey, Dayton Superior's President and Chief Executive
Officer said, "The economic malaise which has characterized the
U.S. economy in general, and the non-residential construction
industry in particular, negatively impacted both our sales and our
gross margins. We continued to make every effort to control our
manufacturing costs and have sharply reduced our SG&A expenses in
both dollar terms and relative to sales. During the quarter, we
strengthened our financial position by selling $165 million of
Senior Second Secured Notes in a private placement. Proceeds were
used to prepay our acquisition credit facility and several
outstanding term loans, as well as a portion of our revolving
credit facility. Subsequently, we also repurchased a portion of
our Senior Subordinated Notes. This debt offering, which was
oversubscribed, not only enhances our liquidity, but allows us the
financial flexibility under our covenants to implement additional
strategic growth initiatives in the future. We believe these
benefits outweigh the additional interest cost. Additionally, we
announced on July 30th, the acquisition of certain assets of
Safway Formwork Systems from ThyssenKrupp AG. Safway sells and
rents European style concrete forming and shoring systems, an area
in which our Symons division has become increasingly active."

Dayton Superior Corporation, with 2002 revenues of $378 million,
is the largest North American manufacturer and distributor of
metal accessories and forms used in concrete construction and
metal accessories used in masonry construction and has an
expanding construction chemicals business. The Company's products,
which are marketed under the Dayton Superior(R),
Dayton/Richmond(R), Symons(R), American Highway Technology(R) and
Dur-O-Wal(R) names, among others, are used primarily in two
segments of the construction industry: non-residential buildings
and infrastructure construction projects.


DAYTON SUPERIOR: Names Edward J. Puisis Chief Financial Officer
---------------------------------------------------------------
Dayton Superior announced that effective August 11, 2003, Edward
J. Puisis will become the Vice President and Chief Financial
Officer of Dayton Superior Corporation.

Since 1998, Mr. Puisis served as Chief Financial Officer of
Gallatin Steel Company, an advanced mini-mill producer of flat
rolled steel. He also spent three years as Chief Operating Officer
at Logistics Managements, Inc. and nine years with General
Electric in various finance and operating roles. He earned his
Bachelor of Science from Lewis University and his Masters in
Business Administration from DePaul University.

Stephen R. Morrey, President and Chief Executive Officer, said,
"The Company is very pleased to have Ed Puisis join us. He has an
outstanding background in finance and operations, and his energy,
personality and leadership skills will make him a valuable member
of the Dayton Superior team."

Mr. Morrey further stated, "After six successful years as Chief
Financial Officer, Alan McIlroy has informed us of his decision to
leave our organization. Alan has chosen to obtain a position that
will allow him to utilize his business and management skills
beyond the traditional CFO role. He is assisting us in a smooth
transition of the CFO responsibilities to Mr. Puisis."

Dayton Superior Corporation, with 2002 revenues of $378 million,
is the largest North American manufacturer and distributor of
metal accessories and forms used in concrete construction and
metal accessories used in masonry construction and has an
expanding construction chemicals business. The Company's products,
which are marketed under the Dayton Superior(R),
Dayton/Richmond(R), Symons(R), American Highway Technology(R) and
Dur-O-Wal(R) names, among others, are used primarily in two
segments of the construction industry: non-residential buildings
and infrastructure construction projects.
  

DELTA AIR LINES: July 2003 System Traffic Slides-Down 2.7%
----------------------------------------------------------
Delta Air Lines (NYSE: DAL) reported traffic results for the month
of July 2003.  System traffic for July 2003 decreased 2.7 percent
from July 2002 on a capacity decrease of 8.5 percent.  Delta's
system load factor was 82.7 percent in July 2003, up 4.9 points
from the same period last year.

Domestic traffic in July 2003 decreased 0.4 percent year over year
on a capacity decrease of 6.7 percent.  Domestic load factor in
July 2003 was 82.0 percent, up 5.2 points from the same period a
year ago.  International traffic in July 2003 decreased 10.0
percent year over year on a 14.4 percent decrease in capacity.  
International load factor was 85.1 percent, up 4.1 points from
July 2002.

During July 2003, Delta operated its schedule at a 99.2 percent
completion rate, compared to 99.1 percent in July 2002.  Delta
boarded 9,691,659 passengers during the month of July 2003, a
decrease of 1.4 percent from July 2002.  Detailed traffic and
capacity are attached.

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


DOMAN INDUSTRIES: June 30 Net Capital Deficit Narrows to $350MM
---------------------------------------------------------------
Rick Doman, President & CEO of Doman Industries Limited, announced
the Company's second quarter 2003 results.

                              Introduction

(i) Second Quarter 2003 Results

The Company reported an operating loss of $40.5 million in the
second quarter of 2003. Because of the impact of the stronger
Canadian dollar on the Company's US dollar denominated debt, the
Company reported second quarter net earnings of $13.7 million.

(ii) Restructuring

On November 7, 2002 the Company announced that it had reached
agreement in principle with the holders of a majority of the
Company's unsecured notes on a plan to consensually restructure
the Company's financial affairs.

As part of the plan, on November 7, 2002, the Company obtained a
B.C. Supreme Court order for protection under the Companies'
Creditors Arrangement Act. The effect of the order, and subsequent
extensions, has been to stay the Company's current obligations to
creditors, in order that a plan of compromise or arrangement can
be approved and implemented.

On March 7, 2003 the Company's application to file its proposed
plan and call a creditors' meeting was dismissed by the Court as a
result of objections raised by an ad hoc committee of Secured
Noteholders. Permission, however, was granted to the Company to
reapply with a revised plan of compromise or arrangement.

On July 17, 2003 the Company announced that it had received a new
proposal on a confidential basis from the Tricap Restructuring
Fund which was materially different from the proposal previously
received from a group of unsecured noteholders, including Tricap,
and tabled with the Court on November 7, 2002.

On July 21, 2003 the Company obtained an extension of the stay of
proceedings to September 22, 2003 in order to provide additional
time to consider the new proposal and explore alternative
refinancing options. If the new proposal is ultimately accepted by
the Company, further negotiations with representatives of
unsecured noteholders and others will be required before a revised
plan of arrangement can be presented to the Court. Under the
circumstances, the Company does not expect to be in a position to
file a revised plan of arrangement before September.

                              Sales

Sales in the second quarter of 2003 were $138.5 million compared
to $158.2 million in the second quarter of 2002. Sales in the
first six months of 2003 were $287.7 million compared to $290.0
million for the same period in 2002.

Sales in the solid wood segment decreased to $93.8 million in the
current quarter from $122.8 million in the same period of 2002 as
a result of lower sales realizations for lumber reflecting the
stronger Canadian dollar, the impact of softwood lumber duties and
lower U.S. dollar prices. For the six months year to date, sales
in the solid wood segment were $192.5 million compared to $225.5
million for the same period in 2002.

Pulp sales in the second quarter of 2003 increased to $44.7
million from $35.4 million in the same period of 2002 as a result
of a higher sales volume and price for NBSK pulp. The average list
price of NBSK in the second quarter of 2003 was US$553 per ADMT
compared to US$458 per ADMT in the same quarter of 2002. For the
six months year to date, pulp sales were $95.2 million compared to
$64.5 million for the same period in 2002.

                              EBITDA

EBITDA in the second quarter of 2003 was $25.7 million compared to
$15.1 million in the immediately preceding quarter and $22.9
million in the second quarter of 2002. EBITDA for the solid wood
segment in the second quarter of 2003 was $4.4 million compared to
$20.0 million in the first quarter of 2003 and $32.7 million in
the second quarter of 2002. Results in the second quarter were
adversely impacted by (i) the stronger Canadian dollar (ii) an
$8.5 million provision for countervailing and anti-dumping duties
on softwood lumber shipments to the U.S. (In contrast, EBITDA for
the second quarter of 2002 included a recovery of $13.7 million
representing the reversal of accruals for pre May 22, 2002 duties
that were not required following a ruling by the U.S.
International Trade Commission) (iii) extensive downtime in the
sawmill and logging operations. The average lumber price was $410
per mfbm in the second quarter compared to $497 per mfbm in the
previous quarter and $530 per mfbm in the second quarter of 2002.

EBITDA for the pulp segment in the second quarter of 2003 was
$19.8 million compared to $3.8 million in the immediately
preceding quarter and $7.0 million in the second quarter of 2002.
The Squamish pulpmill operated for 76 days in the second quarter
of 2003, producing 61,119 ADMT. It took 15 days of downtime to
carry out scheduled maintenance work which cost approximately $12
million and was the major reason for the lower EBITDA. No major
maintenance shutdown had taken place in 2002 as market conditions
had made it unnecessary. NBSK prices, after climbing steadily
since the beginning of the year have weakened since early June.
Prices for dissolving sulphite pulp were generally stable but
still weak in the second quarter and the Port Alice pulpmill
remained shutdown since mid-February.

Cash flow from operations in the second quarter of 2003, before
changes in non-cash working capital, was $(52.6) million compared
to $(2.4) million in the second quarter of 2002. After changes in
non-cash working capital, cash used in operations in the second
quarter of 2003 was $(16.3) million compared to $(15.7) million in
the second quarter of 2002.

Investing activities used $9.3 million of funds in the second
quarter of 2003 compared to providing $0.5 million in the same
quarter of 2002. Bank indebtedness increased by $27.0 million in
the second quarter of 2003.

The Company's cash balance at June 30, 2003 was $16.8 million. In
addition, $26.1 million was available under its revolving credit
facility.

The effect of the Court Order issued under the CCAA proceedings is
to stay the Company's current obligations to creditors at
November 7, 2002, as well as subsequent interest payments to
bondholders. At June 30, 2003 payments to trade creditors of $17.7
million and interest payments to bondholders of US$40.7 million
were stayed.

                            Earnings

In the second quarter of 2003, the Company reported net earnings
of $13.7 million compared to net earnings of $36.0 million in the
second quarter of 2002.

Earnings were impacted in the second quarter of 2003 by the
accounting standard recommended by the Canadian Institute of
Chartered Accountants requiring that unrealized foreign exchange
gains and losses on long-term debt be included in earnings. As the
Canadian dollar strengthened between March 31, 2003 and June 30,
2003 an exchange gain of $81.0 million was recorded. In the second
quarter of 2002 the foreign exchange impact resulted in a gain of
$52.5 million.

                    Market & Operations Review

Lumber prices in the US as measured by SPF 2x4 lumber averaged
approximately US$245 per mfbm in the second quarter of 2003
compared to US$295 per mfbm in the same period of 2002 and US$245
per mfbm in the first quarter of 2003. Although US housing starts
remain strong (with the seasonally adjusted annual rate climbing
to 1,803,000 in June and single family starts up 5% over May), the
oversupplied lumber market, caused in large part by the softwood
lumber dispute with the US, has kept prices down. Despite the
disappointing breakdown in discussions last week on an interim
draft proposal to settle the softwood dispute, the Company remains
optimistic that a positive resolution will be found.

NBSK pulp markets strengthened in April and May with list prices
to Europe increasing to US$560 per ADMT. However, as Norscan
producers' pulp inventories climbed to 1.7 million tonnes in June,
prices dropped to US$540 per ADMT at the end of the quarter. It is
anticipated that producer inventories will come down by the end of
the third quarter, as Chinese buyers restock, so that prices will
strengthen going into the fourth quarter.

Prices for dissolving sulphite pulp, manufactured at the Company's
Port Alice pulpmill, were generally stable in the second quarter
of 2003. In July the Company announced that it would start up and
run Port Alice for at least 45 days in order to satisfy customer
requirements.

                      Concluding Remarks

In conclusion, Rick Doman stated that "Our energies remain
focussed on implementing a successful restructuring of the
Company's balance sheet that is in the best interest of all
stakeholders and to ensure recent government initiatives in the
forest sector do not harm our timber operations and put our co-
workers out of work.

"We are also committed to returning the Port Alice pulpmill to
profitability. A new marketing agreement with Cellmark for the
sale of dissolving pulp from the Port Alice mill will provide
improved customer service while the Company moves forward with a
broadly based cost reduction program designed to return the mill
to full production. Discussions between the Company and the union
executive with a view to achieving further cost reduction
continued during the quarter. The Company believes an agreement
can be reached shortly with the CEP, but we still need the
Ministry of Forests to follow through on commitments by government
to provide 500,000 cubic metres of additional fibre.

"Despite operating at below full capacity because of current
financial constraints, the benefits of operational cost reductions
have not yet been fully realized; however, once the restructuring
is complete and the Company resumes normal operations the full
benefit of the cost reductions should enable a return to
profitability.

"The Company continues to recognize the efforts of its employees
during this challenging period and the entire Board offers its
thanks and appreciation."

Doman Industries' June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $350 million.

                    Going Concern Uncertainty

There can be no assurance that the Company will successfully
emerge from its reorganization proceedings. Approval of a plan and
emergence from reorganization proceeding are subject to a number
of conditions.

As a result of the CCAA proceedings and the suspension of interest
payments due on its long-term debt, the Company is in default of
its long-term debt covenants under its secured and unsecured
notes.

The Company's consolidated financial statements have been prepared
on a going concern basis, which assumes that the Company will be
able to realize its assets and discharge its obligations in the
normal course of business. There is doubt about the
appropriateness of the use of the going concern assumption because
of the CCAA reorganization proceedings and circumstances relating
to this event, including the Company's current debt structure,
recent losses and cash flow. As such, realization of assets and
discharge of liabilities are subject to significant uncertainty.


DOBSON COMMS: Second Quarter Results Enter Positive Territory
-------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) reported net
income of $49.7 million for its second quarter ended June 30,
2003, compared with a net loss of $108.2 million for the same
period last year. Operating income for the second quarter of $53.2
million was 40 percent higher than operating income of $38.0
million for the same quarter last year.

Net income applicable to common shareholders, after preferred
stock dividends of $20.0 million and a $196.3 million gain on the
redemption of preferred stock, was $225.9 million, or $2.43 per
share on a fully diluted basis. Net income applicable to common
shareholders for the second quarter also included a $27.5 million
gain (net of taxes) on the disposal of discontinued operations,
representing the Santa Cruz Metropolitan Service Area and
California Rural Service Area 4.

Both gains related to the June 17, 2003 swap of the two California
properties for AT&T Wireless' (NYSE:AWE) Anchorage MSA and Alaska
RSA 2. As part of the swap, AT&T Wireless transferred to Dobson
the Dobson Series AA preferred stock that AT&T Wireless had owned.
Dobson recorded a gain on redemption of preferred stock, versus
its carrying value, of approximately $168 million. The remainder
of the $196.3 million gain is primarily comprised of approximately
$28.5 million of previously accrued dividends that were cancelled.

Second-quarter operating results for the California properties
were reflected as $3.6 million in income from discontinued
operations, net of taxes, as required by GAAP (Generally Accepted
Accounting Principles). In accordance with GAAP, Dobson has also
reclassified prior-period results for the California properties as
discontinued operations.

On the other hand, GAAP requires that operating results for the
Anchorage MSA and AK RSA 2 be included only for the period from
the time of acquisition, June 17, 2003, through the end of the
second quarter; and that their historical operating results not be
included in results of operations.

Dobson's results for the second quarter also do not include the
operations of American Cellular Corporation, which is jointly
owned by Dobson and AT&T Wireless. Dobson's investment in American
Cellular was effectively written down to zero in June 2002.

For last year's second quarter, Dobson recorded a net loss
applicable to common shareholders of $132.1 million, or $1.45 per
share, after dividends of $23.9 million on preferred stock. The
net loss included a $177.2 million loss from the investment in the
American Cellular joint venture, primarily related to a goodwill
impairment write-down.

"We had another exceptional quarter, highlighted by a 40 percent
increase in operating income over the second quarter last year,"
said Everett R. Dobson, president, chairman and chief executive
officer. "Sales increased a bit from the first quarter, and even
more importantly, we increased our monthly profit per subscriber
to approximately $21.00, compared with approximately $19.50 for
the second quarter last year.

"The completion of the California/Alaska property swap is also
very important to our future," he said. "We are excited by the
growth opportunities in Alaska, where Dobson is now the largest
wireless services provider."

Dobson's EBITDA for the second quarter of 2003 was $75.7 million,
representing a 30.1 percent increase over EBITDA of $58.2 million
for the second quarter last year. EBITDA margin on total revenue
for the second quarter this year increased to 49.1 percent,
compared with an EBITDA margin of 40.9 percent for the same period
in 2002. The higher margin was attributed to service revenue
growth, increased profitability of service revenue, roaming
revenue growth, and lower sales volumes, which reduced variable
sales and marketing expenses.

Dobson generated 40,100 gross subscriber additions (postpaid) for
the second quarter of 2003, compared with 56,700 for the same
quarter last year. Total net subscriber additions for the quarter
were 13,000, reflecting postpaid customer churn of 1.5 percent.
For the second quarter last year, Dobson reported 20,100 total net
subscriber additions and churn of 1.7 percent.

The acquisition of the Anchorage MSA and Alaska RSA 2 further
increased the Company's subscriber base in the second quarter.
Dobson had approximately 867,600 subscribers as of June 30, 2003,
compared with 675,200 a year before.

Total revenue for the second quarter was $154.2 million, an
increase of 8.4 percent over revenue of $142.3 million for the
same quarter last year. Local service revenue increased 7.8
percent to $93.6 million, compared with $86.9 million for the
second quarter last year.

Roaming revenue increased to $54.4 million, or 6.1 percent, from
$51.3 million in the second quarter of 2002, reflecting a 20
percent increase in roaming minutes of use and a 12 percent
decline in roaming yield year-over-year, due to contract rate
reductions in the Company's primary long-term agreements.

Dobson completed a new GSM/GPRS roaming agreement with AT&T
Wireless in July, which will enable Dobson's customers and those
of AT&T Wireless to use the latest voice and data services
nationwide. The agreement, which extends through 2008, will also
facilitate Dobson's retail launch of GSM/GPRS handsets and
services later this year. In addition to the new GSM/GPRS roaming
agreement, Dobson amended and extended the length of its TDMA
roaming agreement with AT&T Wireless to 2008 on terms that Dobson
believes will increase its value to the Company.

Dobson once again increased monthly profit per subscriber in the
most recent quarter. Second quarter monthly profit per subscriber
was approximately $21.00, compared with approximately $19.50 for
the same period last year and compared with approximately $20.00
for the first quarter of 2003. Dobson defines monthly profit per
subscriber as the difference between total ARPU (postpaid, prepaid
and reseller) and CCPU (cash cost per user).

This higher profitability was driven by the continued decline in
CCPU on a year-over-year basis. Dobson reduced its CCPU by more
than $3 to approximately $21.00 per customer per month, or 14
percent below CCPU for the same period last year. The Company
attributed this to a combination of reduced rates on off-network
MOUs; fewer average off-network MOUs per customer; and other
operating improvements. CCPU reflects the average monthly cost
incurred in providing service to a Dobson subscriber and excludes
subscriber acquisition costs, depreciation and amortization
expenses.

Postpaid ARPU for the second quarter of 2003 was approximately
$43, up from approximately $42 in the immediately previous quarter
and below last year's second quarter ARPU of approximately $45.
Dobson reports ARPU on a postpaid basis only.

Capital expenditures were approximately $33.2 million in the
second quarter, bringing year-to-date capital expenditures to
approximately $50.3 million. On July 18, 2003, the Company
announced that the acceleration of its GSM/GPRS network overlay
would raise its total capital expenditure budget for 2003 to a
range of $135 million to $145 million. The Company's total budget
for the GSM/GPRS overlay has not changed.

                 American Cellular Corporation

American Cellular reported net income of $2.1 million for the
second quarter of 2003, compared with a net loss of $381.6 million
for the second quarter last year. Last year's net loss included a
charge of $377.0 million for the impairment of goodwill.

American Cellular's EBITDA increased approximately 13.1 percent to
$53.2 million for the quarter, compared with $47.1 million for the
same period last year. EBITDA margin increased to 45.5 percent,
compared with 40.6 percent in the second quarter last year.

American Cellular reported 37,900 gross subscriber additions for
the second quarter, compared with 48,700 for the second quarter
last year. Approximately 79 percent of American's second quarter
gross subscriber additions represented sales of local and
preferred calling plans.

Net subscriber additions for the quarter were 5,400, compared with
15,700 for the same quarter last year. Second quarter churn of 1.7
percent was in line with churn for the same period last year.

American reported total revenue of $116.9 million for the second
quarter of 2003, compared with $115.8 million for the same period
last year. Local service revenue increased slightly, and roaming
revenue declined slightly on a year-over-year basis.

American Cellular's monthly profit per subscriber was
approximately $17.50, compared with approximately $16.50 for the
second quarter last year and approximately $16.50 for the first
quarter of 2003. Monthly profit per subscriber is the difference
between total ARPU and CCPU.

CCPU in the second quarter was approximately $20.00, compared with
approximately $22.50 for the same period last year. Postpaid ARPU
for the second quarter of 2003 was approximately $39, compared
with approximately $40 for the second quarter last year.

American Cellular's capital expenditures were approximately $15.2
million in the second quarter, bringing year-to-date total capital
expenditures to $28.3 million. American Cellular recently
announced that it is accelerating its GSM/GPRS overlay, and
therefore revised its guidance for 2003 capital expenditures to a
range of $85 million to $105 million.

On July 14, 2003, Dobson and American Cellular announced a plan to
restructure American Cellular's capital and indebtedness. Upon
completion of the restructuring, American Cellular would become a
wholly owned consolidated subsidiary of Dobson Communications. As
noted in the July 14 announcement, the restructuring plan calls
for holders of American Cellular's 9-1/2% senior subordinated
notes to receive a maximum of $50 million in cash, up to 45.1
million shares of Dobson Communications Class A common stock, and
a maximum of 700,000 shares of a new series of Dobson
Communications convertible preferred stock.

Related to the restructuring, on July 25, 2003, American Cellular
and ACC Escrow Corp., jointly announced the pricing of a private
offering of $900 million aggregate principal amount of 10% senior
notes due 2011. The senior notes will be issued at par.

The notes will be issued by ACC Escrow Corp., a recently formed,
wholly owned, indirect subsidiary of Dobson Communications. ACC
Escrow was organized to merge into American Cellular Corporation
as part of the restructure plan. Upon consummation of the
restructuring, including the merger, the net proceeds from the
offering will be used to fully repay American Cellular's existing
bank credit facility and to pay all or a portion of the expenses
of the restructuring, with any remaining net proceeds to be used
for general corporate purposes. Closing of the notes offering,
which is scheduled for August 8, 2003, is subject to the
satisfaction of customary closing conditions.

The notes are being sold only to qualified institutional buyers
under Rule 144A and to persons outside the United States under
Regulation S. The notes have not been registered under the
Securities Act of 1933 or under any state securities laws, and,
unless so registered, may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act and applicable state securities laws. This press release does
not constitute an offer, offer to sell, or solicitation of an
offer to buy any securities in any jurisdiction in which such
offering, solicitation or sale would be unlawful.

Dobson Communications (S&P, B- Corporate Credit Rating, Stable) is
a leading provider of wireless phone services to rural and
suburban markets in the United States. Headquartered in Oklahoma
City, the rapidly growing Company owns or manages wireless
operations in 16 states. For additional information on the Company
and its operations, visit its Web site at http://www.dobson.net  


DUALSTAR TECHNOLOGY: Consummates Sale of ParaComm to Sr. Lender
---------------------------------------------------------------
DualStar Technologies Corporation (OTCBB:DSTR) announced the
consummation of the sale by its wholly owned subsidiary, ParaComm,
Inc., to its senior lender, Madeleine, LLC, of substantially all
of ParaComm's assets. Such assets relate to ParaComm's satellite
television and private cable services business in Florida. The
consideration for the sale was the reduction of $3,166,154 of the
principal amount of a note of the Company to Madeleine, plus
waiver of accrued and unpaid interest on such principal amount.
Such reduction is subject to certain post-closing adjustments
which are not expected to be material.

As a result of this transaction, the principal amount and accrued
interest of the Company's indebtedness to Madeleine, LLC has been
reduced from approximately $17 million to approximately $12.8
million. The Company is presently in default under the terms of
the note to Madeleine. As previously announced, the Company and
Madeleine have agreed in principle to eliminate the remaining
principal balance of the loan in consideration of the sale to
Madeleine of the Company's real estate in Long Island City, NY and
the issuance to Madeleine of approximately 7.6 million shares of
the Company's stock. Upon such issuance, affiliates of Madeleine
will own approximately 32% of the total outstanding stock of the
Company. The Company and Madeleine are presently negotiating
definitive agreements for such transactions.

DualStar Technologies Corporation, through its subsidiaries High-
Rise Electric, Inc., Centrifugal/Mechanical Associates, Inc.,
Integrated Controls Enterprises, Inc. and BMS Electric, Inc.,
provides electrical contracting, mechanical contracting (HVAC),
and building control and energy management services. For more
information, visit the Company's Web site at
http://www.dualstar.com

DualStar common stock trades on the OTC Bulletin Board under the
symbol DSTR.

Madeleine is an affiliate of Blackacre Capital Management, LLC
which manages certain funds and accounts that invest in real
estate related assets and loans.


ENGAGE INC: Completes Sale of Remaining Assets to JDA Software
--------------------------------------------------------------
Engage, Inc. (OCTCBB: ENGA) announced that on August 4, 2003, JDA
Software Group, Inc. (Nasdaq: JDAS) completed the acquisition of
substantially all of Engage's remaining assets and operations for
$3.0 million in cash plus the assumption of liabilities of
approximately $850,000. In addition, JDA will assume certain of
Engage's long-term operating agreements.

Engage anticipates that the proceeds of the foregoing sale will be
used to pay the claims of certain creditors in accordance with the
provisions of the U.S Bankruptcy Code. Engage does not believe
that it is likely that there will be any recovery for the
Company's stockholders.

On June 19, 2003, Engage, and five of its United States
subsidiaries filed voluntary petitions for relief under Chapter 11
of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Massachusetts (Western Division). On July, 23, 2003,
Engage conducted an auction with respect to substantially all of
its domestic assets pursuant to procedures approved by the U.S.
Bankruptcy Court. At the conclusion of the auction process, the
Court approved the sale of substantially all of Engage's assets to
JDA.


ENRON CORP: Court Approves Amendment to Forbearance Agreement
-------------------------------------------------------------
At Enron Corporation and its debtor-affiliates' request, Judge
Gonzalez approves the amendment of the Forbearance Agreement
entered into by Enron Leasing Partners LP, Enron Corporation and
JPMorgan Chase Bank as the Agent for a syndicate of lenders.  The
Amendment contains these terms:

A. Provided that the Initial Forbearance Period will not have
    been terminated earlier pursuant to Section 3(c) or Section
    3(d) of the Forbearance Agreement, the Additional Forbearance
    Period will have a term commencing on April 1, 2003 and
    ending on June 30, 2003 -- the Additional Forbearance Period.
    Provided that the Additional Forbearance Period will not have
    been earlier terminated pursuant to Section 3(c) or Section
    3(d) of the Forbearance Agreement, the Transitional
    Forbearance Period will have a term commencing on July 1,
    2003 and ending on the earlier of December 31, 2003 or the
    consummation of the sale of the Property pursuant to the
    Auction Sale -- the Transitional Forbearance Period;

B. During the Additional Forbearance Period, the Transitional
    Forbearance Period and the Post-Forbearance Period, Enron
    will pay to JPMorgan for the benefit of the Banks in the
    prescribed manner an amount equal to (1) $15,616 per day for
    each day of the Additional Forbearance Period, the
    Transitional Forbearance Period and the Post-Forbearance
    Period -- the Base Forbearance Rent -- plus (2) the sum of
    (a) $127,500 for each calendar month or portion thereof
    during the Additional Forbearance Period, the Transitional
    Forbearance Period and the Post-Forbearance Period, and (b)
    50% of the Operational Expenses, other than amounts payable
    under the Bridge and Parking Agreement dated February 15,
    1982, originally between Allen Center Co. #3 and Allen Center
    Co. #4, as amended -- the Parking Agreement -- that become
    due and owing during the Additional Forbearance Period, the
    Transitional Forbearance Period and the Post-Forbearance
    Period;

C. With respect to any monthly period during the Additional
    Forbearance Period, the Transitional Forbearance Period or
    the Post-Forbearance Period during which Enron has paid or
    caused to be paid more than $127,500 per month pursuant to
    the Parking Agreement, the Banks will pay to Enron the amount
    paid in excess of $127,500 for that particular monthly period;

D. At the expiration of the Transitional Forbearance Period or,
    If applicable, the Post-Forbearance Period, (1) if the
    aggregate of the Operational Expenses, Leasing Expenses and
    Tax Reduction Expenses actually paid or cause to be paid by
    Enron during the Additional Forbearance Period, the
    Transitional Forbearance Period and the Post-Forbearance
    Period, less certain reimbursement amounts, exceeds the
    amount of Base Forbearance Rent accrued for that period plus
    the amount of the Additional Forbearance Rent due during the
    period, then the Banks will pay or cause Borrower to pay to
    Enron the amount of excess or (2) if the aggregate of the
    Operational Expenses, Leasing Expenses and Tax Reduction
    Expenses actually paid or cause to be paid by Enron during
    the Additional Forbearance Period, the Transitional
    Forbearance Period or the Post-Forbearance Period, less
    certain reimbursement amounts, is less than the amount of
    Base Forbearance Rent accrued for the period plus the amount
    of the Additional Forbearance Rent due during this period,
    then Enron will pay to JPMorgan for the benefit of the Banks
    the amount of the deficiency;

E. JPMorgan and the Banks will not disturb the occupancy of the
    Property by Enron and its affiliates (i) during the
    Forbearance Period or (ii) during the period -- the Post-
    Forbearance Period -- from the expiration or earlier
    termination of the Forbearance Period pursuant to Section
    3(c) or Section 3(d) of the Forbearance Agreement until the
    consummation of the Auction Sale pursuant to Section 5(f) of
    the Forbearance Agreement or the conveyance of the Property
    to JPMorgan or its designee pursuant to Section 5(g) of
    the Forbearance Agreement -- the Title Transfer -- so long as
    during the Post-Forbearance Period, Enron will have paid to
    JPMorgan in a timely manner all payments under Section
    5(a)(i)(B) of the Forbearance Agreement that Enron would have
    been obligated to make during the Post-Forbearance Period;

F. Enron and its affiliates will vacate the Enron Premises and
    cease their use of all other portions of the Property not
    later than the demand of JPMorgan after Enron's failure to
    pay to JPMorgan in a timely manner;

G. Simultaneously with the Title Transfer, Enron will enter into
    a Lease with either the purchaser of the Property at the
    Auction Sale if one is consummated or JPMorgan if there is a
    deed of the Property in lieu of foreclosure -- the Post-
    Forbearance Lease;

H. During the Transitional Forbearance Period, Enron and JPMorgan
    will offer the Property for sale pursuant to an auction sale
    to be conducted under the supervision of the Bankruptcy Court
    on a date not later than November 15, 2003 or at other date to
    which JPMC and Enron agree -- the Auction Sale; provided,
    however, that JPMorgan will not be required to proceed with
    the Auction Sale if the Transitional Forbearance Period will
    have been terminated pursuant to Section 3(c) or Section 3(d)
    of the Forbearance Agreement.  Enron will, and will cause its
    affiliates to, cooperate with JPMC in all respects as JPMorgan
    may reasonably request to facilitate the Auction Sale.  Enron
    and JPMorgan will implement marketing procedures for the
    Property substantially the same as those used for the sale of
    the Enron Center South building, provided, however, that the
    brokers or agents selected to assist in the marketing and the
    materials to be issued in connection with the marketing must
    be acceptable to (i) JPMC and the Majority Banks in their sole
    discretion and (ii) Enron in its reasonable discretion.  The
    bidding procedures applicable to the Auction Sale will be
    substantially the same as those set forth in the Enron Center
    South building Bidding Procedures, as those procedures may be
    modified by mutual agreement of JPMorgan and Enron.  JPMorgan
    on behalf of the Banks, directly or through an entity
    organized for such purpose, may be a bidder and the purchaser
    at the Auction Sale and may credit bid at the Auction Sale.
    The Enron Parties agree that the net proceeds of the Auction
    Sale will be paid to JPMorgan on the Banks' behalf;

I. If for any reason the Auction Sale has not occurred and been
    consummated on or prior to December 31, 2003, then on
    December 31, 2003, ELP will execute and deliver to JPMorgan
    the documents and instruments as JPMorgan requests, in form
    and substance reasonably acceptable to JPMorgan, in order to
    vest in JPMorgan in lieu of foreclosure all of ELP's right,
    title and interest in the Property.  In consideration thereof,
    the Appraised Value will be deducted from the Brazos Claim;
    and

J. Each of the Enron Parties agrees that:

    (a) The amount of ELP's obligations under the Facilities
        Lease and other Credit Documents is equal to the Brazos
        Claim and ELP is obligated to pay the amounts without
        defense, set-off or counterclaim;

    (b) ELP is the beneficial owner of the Land and the
        Facilities, and each of the Borrower and JPMC, for itself
        and as agent for the Banks, has a valid and perfected
        lien on and security interest in the Land and the
        Facilities as security for ELP's obligation to pay the
        amount of the Brazos Claim;

    (c) It will not object to or challenge the calculation of the
        amount of the Brazos Claim as calculated in accordance
        with the formula set forth in the Amendment;

    (d) In determining the obligation of ELP under the Facilities
        Lease and other Credit Documents and the amount of the
        potential claim against Enron pursuant to the Guaranty,
        the proceeds of the Auction Sale actually distributed to
        JPMorgan on behalf of the Banks, net of reasonable legal
        expenses, commissions, and other costs and expenses
        associated with the Auction Sale -- exclusive of those of
        the Enron Parties, JPMorgan or Banks -- or, in the
        alternative, the Appraised Value, if applicable, will be
        deducted from the Brazos Claim on a dollar-for-dollar
        basis; and

    (e) The Enron Parties will not, and will not permit any of
        their affiliates to, object to the adequacy of the
        proceeds received from an Auction Sale conducted in
        accordance with Section 5(f) of the Forbearance Agreement
        or the adequacy of the Appraised Value determined in
        accordance with Section 5(g) of the Forbearance Agreement.
        (Enron Bankruptcy News, Issue No. 76; Bankruptcy        
        Creditors' Service, Inc., 609/392-0900)


EXIDE TECHNOLOGIES: Posts Overview & Summary of 1st Amended Plan
----------------------------------------------------------------
Exide Technologies's First Amended Plan and Disclosure Statement
provide details explaining the framework outlined in the company's
31-paged reorganization plan originally filed on July 11, 2003.  
The Amended Plan aims to restructure the Debtors' debts to provide
them with a capital structure that can be supported by the cash
flow of their operations.  Assuming that all holders of Allowed
Class P3 -- Prepetition Credit Facility Claims against Exide
Technologies Inc., and S3 -- Prepetition Credit Facility Claims
against the Subsidiary Debtors, choose Class P3 Election A, the
Amended Plan will reduce the Debtors' debt and accrued interest
by more than $1,400,000,000 and their future annual interest
expense by $61,000,000.

                      Exide Technologies Inc.
                     Projected Balance Sheets
           Assuming a September 30, 2003 Effective Date

                                Pre-Emergence     Post-Emergence
                                -------------     --------------
    ASSETS
    Current Assets:
       Cash and Equivalents        $34,000,000       $38,036,000
       Accounts Receivable         575,685,000       575,685,000
       Inventories                 363,570,000       363,570,000
       Prepaid Expenses & Other     21,347,000        21,347,000
                                --------------    --------------
    Total Current Assets           994,602,000       998,638,000
    Property, Plant & Equipment    519,479,000       519,479,000
    Goodwill                       511,480,000       309,174,000
    Deferred Financing Costs         8,276,000        18,000,000
    Deferred Income Taxes          100,250,000       100,250,000
    Investments in Subsidiaries      6,186,000         6,186,000
    Other Assets                    70,728,000        70,728,000
                                --------------    --------------
    Total Assets                $2,211,001,001    $2,022,455,000
                                ==============    ==============

    LIABILITY & EQUITY
    Current Liabilities
       Accounts Payable            221,957,000       221,957,000
       Accrued Expenses            213,761,000       213,761,000
       Accrued Interest Payable     57,093,000                 0
       Restructuring Reserve        43,088,000        29,088,000
       Warranty Reserve             60,251,000        60,251,000
                                --------------    --------------
    Total Current Liabilities      596,150,000       525,058,000
    DIP Facility                   164,495,000                 0
    Receivables Securitization     132,124,000                 0
    New NA Revolver                          0                 0
    New NA Term Loan                         0       200,000,000
    New EUR Term Loan                        0       250,000,000
    Global Credit Facility         271,416,000                 0
    DM Notes                        96,634,000                 0
    Other Debt                      31,330,000        32,526,000
    Non-current Retirement
       Obligations                 304,947,000       304,947,000
    Other Non-current Liabilities  172,124,000       172,124,000
    Minority Interest               21,827,000        21,827,000
                                --------------    --------------
    Total liabilities not
       subject to compromise     1,791,046,000     1,506,481,000

    Liabilities subject to
       compromise                1,241,503,000                 0

    Stockholders' Equity          (821,548,000)      515,974,000
                                --------------    --------------
    Total liabilities & equity  $2,211,001,000    $2,022,455,000
                                ==============    ==============

On the Effective Date, Reorganized Exide will assume a private
company status and will not be a reporting company under the
Securities Exchange Act.

                   Valuation of Reorganized Exide

In conjunction with the Plan, the Debtors determined that it was
necessary to estimate post-Confirmation values for Reorganized
Exide as of the Effective Date and, thus, the New Common Stock.
Accordingly, the Debtors directed The Blackstone Group to prepare
a valuation analysis of Reorganized Exide.

Blackstone was able to arrive at these values for Reorganized
Exide's Distributable Equity Value:

                                           Enterprise Value
    ($ in millions)                   Low     Midpoint     High

    Total Enterprise Value           $900       $950     $1,000
    Less Net Debt                    (434)      (434)      (434)
    Total Equity Value                466        516        566
    Less: Value Reserved for
       Company Incentive Program      TBD        TBD        TBD
                                    -----      -----      -----
    Distributable Equity Value       $466       $516       $516
                                    =====      =====      =====

In preparing its analyses, Blackstone:

   (i) reviewed certain recent financial statements of the
       Debtors;

  (ii) reviewed certain financial projections prepared by the
       Debtors for Reorganized Exide's operations;

(iii) discussed the current operations and prospects of the
       operating business with the Debtors;

  (iv) reviewed the Debtors' assumptions underlying their
       financial projections;

   (v) considered the market values of publicly traded companies
       that Blackstone and the Debtors believe are in businesses
       reasonably comparable to Reorganized Exide's operating
       business;

  (vi) considered previous transactions; and

(vii) reviewed non-binding bids from potential investors.

Blackstone also made other necessary examinations and performed
other analyses for the purpose of the valuations.  Blackstone
relied on these assumptions:

    -- Reorganized Exide's enterprise consists of the aggregate
       enterprise of Reorganized Exide and its direct and indirect
       Subsidiaries, including numerous Non-Filing Subsidiaries of
       the Debtors' operating Affiliates doing business worldwide;

    -- The enterprise valuation range indicated represents
       Reorganized Exide's enterprise value and assumes the pro
       forma debt levels to calculate a range of equity values;

    -- The Debtors will emerge from Chapter 11 by September 30,
       2003;

    -- The general continuity of the Debtors' present senior
       management after the consummation of the Plan; and

    -- The general financial and market conditions as of the
       assumed Effective Date of the Plan will not differ
       materially from the conditions as of the filing of the
       Disclosure Statement.

Blackstone also relied on management's estimates of approximately
$499,000,000 of foreign Net Operating Losses available to
Reorganized Exide.  It is assumed that substantially all of the
Debtors' domestic NOLs are used to shield the cancellation of
indebtedness.

Blackstone utilized valuation techniques to arrive at its
estimation of the theoretical enterprise value of Reorganized
Exide:

    (a) Capitalization of 2003 EBITDAR Using Trailing Market
        Multiples

        This approach is based on the premise that publicly traded
        Debtors in Reorganized Exide's industry trade in the
        marketplace as a multiple of their latest 12 months.  This
        approach holds that the Reorganized Exide should trade in
        the marketplace at a multiple that is similar to those of
        other Debtors with businesses that are comparable to
        Reorganized Exide's.  In determining the degree of
        comparability between Reorganized Exide's business and
        other competitor's businesses, Blackstone considered a
        number of factors, including but not limited to, size,
        historical profitability, growth prospects in revenues and
        profitability, product mix, market share and degree of
        liquidity in the market for their securities.  This
        resulted in the use of EBITDAR multiples of 4.5 to 5.5x
        2003 EBITDAR.

    (b) Discounted Cash Flow Analysis Using an EBITDA Multiple to
        Determine a Terminal Value

        Blackstone determined a potential range of enterprise
        values using a discounted cash flow approach based on
        estimated unleveraged free cash flows and terminal
        enterprise values.  Blackstone relied primarily on the
        financial projections.  Blackstone derived the present
        value of such cash flows and terminal values by
        discounting them at a rate that reflects the riskiness of
        the cash flows.  To calculate the discount rate,
        Blackstone used Exide's weighted average cost of capital.
        For the cost of the debt, Blackstone calculated the
        average after-tax cost of debt based on the Reorganized
        Exide's expected capital structure at emergence, taking
        into account all fees and expenses associated with this
        debt capital.  This resulted in pre-tax cost of debt of
        7.4% and an after-tax east of debt of 4.6%, assuming a 38%
        tax rate.  For the cost of equity, Blackstone reviewed the
        results of the capital asset pricing model, a method
        commonly used in the academic community.  Blackstone did
        not believe, however, that the CAPM results accurately
        reflected the types of returns that an equity investor
        would require to commit capital to Reorganized Exide.
        Instead, Blackstone believes that investors would require
        a 20.0% to 30.0% return on equity to invest in Reorganized
        Exide.  This cost of equity capital reflects:

          (i) the risk of investing in a company just emerging
              from bankruptcy and the uncertainty as to the long-
              term effects that bankruptcy will have on
              Reorganized Exide's operations and profitability;
              and

         (ii) the risk that, although Exide has made significant
              progress over recent months, Reorganized Exide will
              be unable to continue improving its operations and
              increasing its ability to generate significant
              ongoing cash flow from operations.

        To estimate the ratio of debt to total capital, Blackstone
        looked at Reorganized Exide's expected ratio at emergence
        as well as the expected trend of this ratio over the next
        several years.  Taking all of these assumptions into
        account, Blackstone concluded that the appropriate
        discount rate is 15% to 17%.

    (c) Capitalization of 2003 EBITDAR Using Trailing Market
        EBITDA Multiples of Prior Mergers and Acquisitions
        Transactions

        The M&A EBITDA multiple approach estimates the value of a
        company by applying EBITDA multiples from recent merger
        and acquisition transactions involving companies in
        similar industries to the Debtors' EBITDAR.  This approach
        holds that the Reorganized Exide should be valued at a
        multiple that is similar to those paid for companies in
        the automotive and industrial battery industries in recent
        transactions.  Taking into account factors like the
        comparability of transactions, the limited number of
        potential strategic buyers, and potential anti-trust
        issues, this approach resulted in the use of EBITDAR
        multiples of 5.5x to 6.0x 2003 EBITDAR.

Blackstone's theoretical valuation was supported by "market"
valuations as submitted by three potential private equity
investors.

               Treatment and Classification of Claims

The First Amended Plan contemplates the same classification and
recovery of claims against and interests in the Debtors' estates
as provided in the original Plan.  For distribution purposes,
however, the Amended Plan divides Class P4 General Unsecured
Claims into two subclasses:

Class   Description         Recovery Under Amended Plan
-----   -----------         ---------------------------
P4-A    Non-Noteholder      Holders will receive:
         General Unsecured
         Claims              (a) a Pro Rata distribution of the
                                 $4,400,000 Class P4-A Cash Pool,
                                 plus

                             (b) a Pro Rata distribution of the
                                 Class P4 Cash Pool Excess, as
                                 determined based on the aggregate
                                 of all Allowed P4 Claims, if the
                                 Class P4 Cash Pool Excess is
                                 greater than zero.  Class P4 Cash
                                 Pool Excess means the amount of
                                 Cash, if any, that the Class P4
                                 Cash Pool is decreased so that
                                 the Pro Rata percentage recovery
                                 by the Holders of Class P4-A Non-
                                 Noteholder General Unsecured
                                 Claims is equivalent the Pro Rata
                                 percentage recovery of the
                                 holders of Class P4-B 10% Senior
                                 Note Claims.

P4-B    10% Senior Note     Holders of an Allowed P4-B 10% Senior
         Claims              Note Claim will receive:

                             (a) a Pro Rata distribution of New
                                 Exide Common Stock, plus

                             (b) if the P4 Cash Pool Excess is
                                 greater than zero, a Pro Rata
                                 distribution of the Class P4 Cash
                                 Pool Excess, as determined based
                                 on the aggregate of All Allowed
                                 Class P4 Claims.

The Non-Noteholder general unsecured claims and the 10% senior
note claims have the same legal priority and are therefore
entitled to receive the same Pro Rata percentage recovery under
the Plan.

Claimholders in Classes P3 and S3 Prepetition Credit Facility
Claims, P4-A and P4-B will be entitled to vote either to accept
or reject the Amended Plan.  But Classes P3, P4 and S3 will be
deemed to have accepted the Plan if:

    -- the Holders of at least 2/3 in amount of the Allowed Claims
       actually voting in each Class have voted to accept the
       Plan; and

    -- the Holders of more than 1/2 in number of the Allowed
       Claims actually voting in each Class have voted to accept
       the Plan.

Class P5 2.9% Convertible Note Claims, S4 General Unsecured
Claims and P6 and S5 Equity Interests are deemed to reject the
Plan and are no longer entitled to vote.

                       Issuance of New Stock

The Debtors anticipate issuing between 494,519 to 511,879 shares
of New Exide Preferred Stock on the Effective Date, depending on
the amount of Option B Electors, if any.  The lenders under the
Prepetition Credit Facility will receive 100% of the New Exide
Preferred Stock, which, as of the Effective Date, represents
99.2% of New Exide Common Stock -- taking into consideration the
New Exide Preferred Stock Conversion Election on a fully
exercised basis, subject to dilution pursuant to the Company
Incentive Plan.

The Debtors will also issue 200,000 shares of New Exide Common
Stock, which represents 0.8% of New Exide Common Stock -- taking
into consideration the New Exide Preferred Stock Conversion
Election on a fully exercised basis, also subject to dilution
pursuant to the Company Incentive Plan.  The New Exide Common
Stock will be distributed to Allowed Class P4-B 10% Senior Note
Claim holders.

                      Company Incentive Plan

Shortly after the Effective Date, the Debtors will implement a
Company Incentive Plan to provide appropriate incentives to
certain employees.  These employees will receive or have the
right to receive securities representing from 5% to 10% of the
fully diluted shares of New Exide Common Stock.

           Amended Prepetition Foreign Credit Agreement

Allowed Class P3 and Class S3 Prepetition Credit Facility Claim
holders who choose the Class P3 Election B will, among other
things, have their Prepetition Foreign Secured Claim, as against
Exide's Foreign Subsidiary Borrowers, reinstated pursuant to the
Amended Prepetition Foreign Credit Agreement.

                  Reorganization Beats Liquidation

Section 1129(a)(7) of the Bankruptcy Code requires that each
holder of an Impaired Claim or Impaired Equity Interest either
(i) accept the Plan or (ii) receive or retain under the Plan
property of a value, as of the Effective Date, that is not less
than the value that holder would receive or retain if the debtor
were liquidated under Chapter 7 of the Bankruptcy Code.  This is
sometimes called the "Best Interest Test".

The Debtors' management, with the assistance of AlixPartners,
prepared a liquidation analysis to estimate the proceeds that
would be realized if the Debtors' estates were liquidated under
Chapter 7.

The Debtors tabulate the projected recoveries for their creditors
under the Amended Plan and under a Chapter 7 liquidation plan:

                                     Projected     Projected
                       Projected      Recovery      Recovery
  Class            Claims/Interests  Under Plan  Under Chapter 7
  -----            ----------------  ----------  ---------------
  Administrative         $382,665       100%          100%
  Claims

  DIP Facility       $181,074,000       100%          100%
  Claims

  DIP Facility       $181,074,000       100%          100%
  Claims

  Priority Tax         $1,526,660       100%          100%
  Claims

  Other Priority       $3,666,448       100%          100%
  Claims

  Other Secured        $1,585,969       100%          100%
  Claims

  Prepetition        $729,345,426
  Credit Facility
  Claims

  -- Class P3 Election                70.2%-72.0%     4.3%
  -- Class P3 Election                   42.1%        4.3%

  Class P4-A Non-    $322,572,718         1.4%          0%
  Noteholder General
  Unsecured Claims

  Class P4-B 10%     $300,000,000         1.4%          0%
  Senior Note Claims

  Class P5 2.9%
  Convertible        $322,162,758           0%          0%
  Note Claims

  Class P6 Equity      27,400,000           0%          0%
  Interests            shares

  Class S4 General    $36,524,694           0%          0%
  Unsecured Claims

  Class S5 Equity             $48           0%          0%
  Interests

The Debtors believe that the Plan will provide greater creditor
recovery than would be achieved in a Chapter 7 liquidation. (Exide
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FISHER SCIENTIFIC: S&P Assigns B+ Rating to $200M Sr. Sub. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Fisher Scientific International Inc.'s $200 million senior
subordinated notes due 2013. The corporate credit rating is
affirmed. The outlook is negative.

The ratings reflect Hampton, New Hampshire-based Fisher Scientific
International Inc.'s substantial debt burden, which outweighs the
benefits of its average business position as a leading distributor
of supplies for life science research and clinical laboratories,"
said credit analyst David Lugg.

Fisher has used debt-financed acquisitions to increase the range
of self-manufactured products it distributes. The proposed $714
million purchase of Swedish Perbio AB would increase the
proportion of self-manufactured products to more than 25% from 21%
of revenues. However, the acquisition will pressure financial
measures and reverse some of the improvements realized during the
past few years. Lease-adjusted total debt to EBITDA will increase
to 4.5x from 3.4x and funds from operations to total debt will
fall to about 16% from 23%. These measures are expected to
improve, given Fisher's ability to repay borrowing with ample free
cash
flow.

The company has a well-established position as a distributor of a
wide variety of supplies and equipment for the scientific and
clinical laboratory communities. The company's broad product
offering, diverse customer base, exclusive distribution
arrangements with equipment manufacturers, and agreements with
most major domestic group-purchasing organizations are barriers to
entry for new competitors. Because Fisher has only a small
presence in the big-ticket capital equipment market, its sales are
not strongly influenced by the capital budget cycles of its public
and private customers. Sales of consumable products contribute
about 80% of the total, providing a stable base of recurring
revenues. In addition, the company's rapidly growing electronic-
commerce business, which now accounts for 26% of sales, holds the
promise of lower selling costs.

  
FLEMING: Gets Nod to Honor & Pay Up to $100MM of Vendor Claims
--------------------------------------------------------------
"[Fleming Companies, Inc., and its debtor-affiliates] are
authorized, but not directed, in the reasonable exercise of their
business judgment, and with the consent of JPMorgan Chase Bank and
Deutsche Bank Trust Company Americas, to pay all, a portion, or
none of the prepetition Critical Vendor Claims, up to a total of
$100,000,000," Judge Walrath orders.

The Debtors are also authorized to enter into Critical Trade
Agreements with critical vendors in order to pay Critical Vendor
Claims.  If a Critical Vendor refuses to continue to supply goods
on customary trade terms, it will be required, upon request, to
return any Critical Vendor Payment to the Debtors. (Fleming
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FLEXTRONICS INT'L: Commences Tender Offer for 9-7/8% Sr. Notes
--------------------------------------------------------------
Flextronics International Ltd. (Nasdaq: FLEX) has commenced a cash
tender offer for any and all of its 9-7/8% Senior Subordinated
Notes due 2010, of which $500.0 million aggregate principal amount
is currently outstanding. The terms of the tender offer are
described in the Offer to Purchase, dated August 5, 2003, copies
of which may be obtained from Global Bondholder Services
Corporation.

The scheduled expiration date for the tender offer is 12:00
midnight, New York City time, on Wednesday, September 3, 2003,
unless extended or earlier terminated.

Noteholders who validly tender and do not withdraw their notes by
5:00 p.m., New York City time, on the early tender date, which is
currently scheduled for Tuesday, August 19, 2003, will receive
total consideration of $1,170.00 per $1,000 principal amount of
the notes tendered by such time, which includes an early tender
premium of $20.00 per $1,000 principal amount of notes.  
Noteholders who validly tender their notes after 5:00 p.m., New
York City time on the early tender date, but before the expiration
date will receive a purchase price of $1,150.00 per $1,000
principal amount of the notes tendered by such time. In either
case, noteholders will be paid accrued and unpaid interest up to,
but not including, the date of payment for the notes. The date of
payment for such tendered notes is expected to promptly follow the
early tender date or expiration date, as the case may be.

Notes tendered before 5:00 p.m., New York City time, on the
withdrawal date, which is currently scheduled for August 19, 2003,
may be validly withdrawn at any time until such time on the
withdrawal date.  Notes tendered after 5:00 p.m., New York City
time, on the withdrawal date may not be validly withdrawn, unless
Flextronics reduces the amount of the purchase price, the early
tender premium or the principal amount of the notes subject to the
tender offer or is otherwise required by law to permit withdrawal.

Flextronics has engaged Citigroup Global Markets Inc. to act as
dealer manager in connection with the Offer. Questions regarding
the tender offer may be directed to Citigroup Global Markets Inc.,
Liability Management Group, at 800-558-3745 (toll-free) and 212-
723-6106 (collect). Requests for documentation may be directed to
Global Bondholder Services Corporation, the depositary and
information agent for the tender offer, at 866-470-3800 (toll
free) or 212-430-3774.

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

As reported in Troubled Company Reporter's Monday Edition,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Flextronics International Ltd.'s $500 million senior subordinated
convertible notes due 2010. At the same time, Standard & Poor's
affirmed Flextronics' 'BB+' corporate credit and its other
ratings. The outlook is stable.


GENSCI REGENERATION: California Court Dismisses Chapter 11 Case
---------------------------------------------------------------
GenSci Regeneration Sciences Inc. (Toronto: GNS) and Biosurgery
company IsoTis S.A. (SWX/Euronext Amsterdam: ISON), announced that
the U.S. Bankruptcy Court, Central District of California, has
entered an order dismissing GenSci Regeneration Sciences Inc.,
from Chapter 11. This marks an important step towards completion
of the proposed merger between IsoTis and GenSci announced in
early June. Both companies further confirmed that reciprocal due
diligence has now been successfully completed.

                      Chapter 11 proceedings

GenSci Regeneration requested that the dismissal order be granted,
with the support of its creditors, to allow GenSci Regeneration to
proceed toward completion of the planned merger of its wholly
owned subsidiary, GenSci OrthoBiologics Inc., with IsoTis. GenSci
OrthoBiologics will remain under the protection of Chapter 11
pending a confirmation hearing expected to be held in October
2003.

In order to effectuate the dismissal, IsoTis has funded US$200,000
for payment of GenSci Regeneration's pre-petition unsecured claims
and post- petition administrative claimants, including, but not
limited to professional fees, excluding (i) post-petition
creditors whose claims are paid in the ordinary course of business
and not yet due, and (ii) Osteotech, Inc.

Based upon an agreement between GenSci Regeneration, the
Creditors' Committee appointed in GenSci OrthoBiologics' Chapter
11 case, IsoTis, and Osteotech, in the event that the merger of
GenSci OrthoBiologics and IsoTis is not completed by January 31,
2004 the dismissal order shall be vacated, and the Chapter 11 case
of GenSci Regeneration would be reinstated.

                         Merger Agreement

The merger agreement has been amended, to include completion of
due diligence and schedules and clarification of the number of
IsoTis shares to be issued to GenSci shareholders. Both companies
reconfirmed the merger agreement following the dismissal of GenSci
Regeneration from Chapter 11. The maximum number of shares to be
issued has been reduced to 29,150,000 from 29,450,000 to permit
the inclusion of a US$600,000 cash component to cover transaction
costs. The maximum number of shares to be issued will be reduced
by the number of IsoTis shares reserved for GenSci employees who
will participate in the IsoTis share option plan (approximately
2.2 million IsoTis shares are expected to be reserved for this
purpose), and by shares that will not be issued to dissenting
GenSci shareholders (if any).

                  Q2, 2003 reporting to coincide
          with information circular & change to US GAAP

IsoTis and GenSci will each publish half-year 2003 results
simultaneously with the publication of the information circular,
no later than early September. The precise date will be announced
in advance and as soon as it is available. IsoTis originally
planned to publish its results on August 11th. However, in
connection with the intended merger, IsoTis will cease to report
in accordance with International Accounting Standards (IAS), and
will henceforth report exclusively in accordance with US GAAP. The
IsoTis S.A. Q2 results will thus be published under US GAAP, with
the reporting currency in EUR, and will be accompanied by a full
set of figures under IAS. Both sets of numbers will include
historic comparisons. Beginning Q3, 2003, the company will change
its reporting currency from EUR to USD.

                            Next steps

GenSci OrthoBiologics has filed the requisite amended court
documents (Disclosure Statement and Plan of Reorganization). A
hearing to approve the Disclosure Statement is scheduled for
August 26, 2003. IsoTis and GenSci anticipate issuing a combined
information circular and prospectus no later than early September
2003.

Q2 2003 results will be issued by IsoTis and GenSci to coincide
with publication of the information circular.

Extraordinary general shareholder meetings of IsoTis and GenSci to
approve the issuance of shares and to consider the plan of
arrangement respectively will be held no later than October 2003.

The merger is expected to become effective no later than October
2003.

On June 3, 2003, IsoTis and GenSci announced their intention to
merge to create a leading orthobiologics player with a global
presence. The official announcement can be found on
http://www.isotis.com/or http://www.gensciinc.com/

                    Summary of merger rationale

The merger will create a dedicated and global orthobiologics
player focused on the double-digit growth market of bone
substitutes. The combined IsoTis/GenSci product portfolio will
have a broad presence in both "natural" demineralized bone matrix
products and "synthetic" bone substitutes. As DBM products are
more common in North America and synthetic bone substitutes are
more common in Europe, the IsoTis/GenSci product portfolio is well
positioned to capitalize on significant commercial opportunities
in both of these major markets.

Further, IsoTis/GenSci expects to sustain continued long-term
growth in revenues through aggressive development of its
innovative orthobiologics pipeline. The two companies have already
identified a variety of ongoing product development programs that
have the potential to lead to breakthrough products in
musculoskeletal repair.

                     Combining the companies

With product sales exceeding US $22 million and positive cash flow
from operations in 2002, GenSci is recognized as a significant
participant in the North American bone graft substitute market.
Its OrthoBlast(R) II, DynaGraft(R) II, and Accell(R) DBM100
product lines are well recognized and accepted in the orthopedic
community.

IsoTis contributes its innovative synthetic bone substitute
OsSatura(TM) to the combination, together with a range of small
medical devices, and its highly promising PolyActive BCP program,
which constitutes a potential advance in the treatment of
osteochondral knee defects. In the first half of 2003,
OsSatura(TM) received both the CE mark (on the claim of
osteoinductivity) and FDA 510(k) clearance in quick succession and
has been contributing to revenues as of Q1, 2003. IsoTis' total
2002 sales amounted to euro 2 million (US$ 2.3 million).

IsoTis has a solid cash position of euro 75 million (US$ 84
million) at March 31, 2003, an innovative product pipeline, and
proven ability to execute a complex cross border merger on a
timely and efficient basis.

          IsoTis, the Leading European Biosurgery Company

IsoTis was created in Q4 2002 through the merger of Modex, a
biotechnology company, and IsoTis, a Dutch biomedical company. The
company operates out of its corporate headquarters in Lausanne,
Switzerland, and its facilities in Bilthoven, The Netherlands. In
Q1, 2003, it completed a restructuring of the company by
rationalizing its product portfolio and substantially reducing its
cash burn. IsoTis currently has 100 employees, a product portfolio
with several orthobiologic medical devices on the market and in
development, and is traded under the symbol "ISON" on both the
Official Market Segment of Euronext Amsterdam and the Main Board
of the Swiss Exchange.

            GenSci, the Orthobiologics Technology Company(TM)

GenSci Regeneration Sciences, Inc. is a publicly traded company
listed on the Toronto Stock Exchange (Toronto: GNS) with corporate
headquarters in Toronto, Ontario. GenSci OrthoBiologics, Inc., the
company's wholly-owned subsidiary based in Irvine, California,
focuses on the research, development, production, and distribution
of bioimplant products for the orthopedic and spine markets.
GenSci OrthoBiologics is the company's principal operating
subsidiary. The company's products are currently sold in over
1,500 hospitals across North America, with a growing international
presence throughout Latin America, Europe, and Asia. GenSci has 85
employees.


GLIMCHER REALTY: Plans to Purchase WestShore Plaza in Florida
-------------------------------------------------------------
Glimcher Realty Trust (NYSE: GRT), one of the country's premier
retail REITs, announced that its operating partnership, Glimcher
Properties Limited Partnership, has entered into an agreement to
purchase WestShore Plaza, Tampa, Florida, from American Freeholds,
a Nevada general partnership, which is sponsored by Grosvenor USA,
for a purchase price of $153 million. WestShore Plaza is an
upscale, fully enclosed regional mall located near the Tampa
International Airport, with a total of 1,060,000 square feet of
retail gross leasable area. The mall is anchored by Burdine's,
Saks Fifth Avenue, Sears, JCPenney, a 14 screen AMC Theater and 96
retail mall tenants, including the following restaurants --
Maggiano's Little Italy, Palm and PF Changs. The purchase is
scheduled to close by the end of August, 2003.

Michael P. Glimcher, President, commented, "I am pleased that we
are able to acquire a premier asset such as WestShore Plaza. This
acquisition is consistent with our strategy of acquiring mall
assets in major markets and where we have an existing presence."
Mark R. Preston, President of Grosvenor USA, added, "We are
delighted to be undertaking this transaction with a buyer of the
caliber of Glimcher and look forward to completing the sale at the
end of August."

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

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


GOLF TRUST OF AMERICA: Sets Annual Meeting for November 17, 2003
----------------------------------------------------------------
Golf Trust of America, Inc. (AMEX:GTA) has scheduled its 2003
Annual Shareholders Meeting for November 17, 2003 at 9:30 a.m. to
be held at Charleston Place Hotel, 205 Meeting Street, Charleston,
South Carolina. The shareholder record date for this meeting will
be October 6, 2003.

Prior to the annual meeting, GTA will mail a copy of the proxy
statement to its shareholders, together with instructions on
voting procedures. Shareholders should read the proxy statement
carefully when it is available because it will contain important
information. Shareholders are entitled to submit a proposal for
consideration for inclusion in the proxy statement, subject to
meeting the requirements of applicable Securities and Exchange
Commission rules. Any such proposal must be submitted no later
than August 20, 2003.

As previously stated in our annual report on Form 10K filed on
March 31, 2003, stockholders wishing to present a proposal at the
2003 annual meeting of stockholders, but not wishing to submit
such proposal for inclusion in the proxy statement, must provide
us written notice between Monday, July 21, 2003 and Wednesday,
August 20, 2003, inclusive (which are 120 days and 90 days,
respectively, prior to the anniversary of last year's annual
meeting). Any proposal received outside such period shall be
considered untimely. Such written notice must be delivered or
mailed by first-class United States mail, postage prepaid to the
Secretary of Golf Trust of America, Inc., 14 North Adger's Wharf,
Charleston, South Carolina 29401. The proposal must set forth the
name and address of the stockholder, the text to be introduced,
the number of shares held and the date of their acquisition, and a
representation that the stockholder intends to appear in person or
by proxy to introduce the proposal specified in the notice. The
chairman of the meeting may refuse to acknowledge the introduction
of any stockholder proposal not made in compliance with the
foregoing procedures.

Golf Trust of America, Inc. was formerly a real estate investment
trust but is now engaged in the liquidation of its interests in
golf courses in the United States pursuant to a plan of
liquidation approved by its stockholders. The Company currently
owns an interest in five properties (9.0 eighteen-hole equivalent
golf courses). Additional information, including an archive of all
corporate press releases, is available on the Company's Web site
at http://www.golftrust.com

                         *    *    *

               Liquidity and Capital Resources

In its most recent Form 10-Q, Golf Trust of America reported:

"As previously discussed, our ability to meet our obligations in
the near term is contingent upon our ability to pay our
outstanding debt under our credit agreement by its maturity on
June 30, 2003 or to refinance any outstanding balance at maturity.
We have initiated discussions with our lenders in furtherance of
seeking to obtain an extension of the maturity date under our
credit agreement. We can provide no assurances that we will obtain
an extension.

"Our Series A preferred stock dividends accrue at a rate of
$462,500 per quarter and as of the date of this report we have
accrued and unpaid seven quarters of Series A preferred stock
dividends (including the dividend otherwise payable in respect of
the quarter ended March 31, 2003). Under our Series A charter
document, if and when we have at least six quarters of accrued and
unpaid Series A preferred stock dividends, the holder of the
Series A preferred stock, AEW Targeted Securities Fund, L.P. (or
its transferee), will have the right to elect two additional
directors to our board of directors whose terms as directors will
continue until we fully pay all accrued but unpaid Series A
preferred stock dividends.

"Moreover, under our voting agreement with AEW, if we have not
fully redeemed the Series A preferred stock by May 22, 2003 (which
is the second anniversary of our shareholders' adoption of the
plan of liquidation), AEW Targeted Securities Fund (or its
transferee) will have the right to require us to redeem the Series
A preferred stock in full within 60 days, and if we default on
that obligation, the stated dividend rate of the Series A
preferred stock will increase from 9.25% to 12.50% per annum
(equivalent to a quarterly dividend of $625,000) until the Series
A preferred stock is redeemed. Although we would be permitted to
continue to accrue such dividends without paying them on a current
basis, they must be paid in full prior to any distribution to our
common stockholders, which would reduce our cash available for
liquidating distributions to common stockholders.

                           *   *   *

"Our expectations about the amount of liquidating distributions we
will make and when we will make them are based on many estimates
and assumptions, one or more of which might prove to be less
favorable than assumed, and substantially so. As a result, the
actual amount of liquidating distributions we pay to our common
stockholders might be below our Updated 2003 Range. In addition,
the liquidating distributions might be paid later than we predict.
Although we have attempted to account for these risks in our
projected range of liquidating distributions, we might have
underestimated their effects, and perhaps substantially so, and
the projections which we prepared in March 2003 with input from
our financial advisors might exceed actual results.

"We are seeking our lenders' consent to further extend the term of
our credit agreement before it matures on June 30, 2003. If the
extension becomes necessary and we are unable to obtain any
further extension to the maturity date from our lender, our
liquidating distributions might be substantially reduced or
delayed.

"As of May 7, 2003, we owed approximately $25.1 million (after
deducting the balance of $1.5 million in our restricted-cash
escrow account which is reserved for future payment of interest if
necessary) under our credit agreement, which matures on June 30,
2003. We are seeking to obtain our lenders' consent to further
extend the term of our credit agreement before it matures. If our
lenders do not consent to our request for a further extension, we
might be compelled to sell, or seek to sell, assets at
substantially reduced prices in order to seek to repay our debt by
the maturity date. If we fail to pay the debt by the maturity
date, our lenders could initiate foreclosure proceedings against
us, among other remedies available to them. In that event, we may
be forced to file a bankruptcy petition in order to complete our
liquidation. Even if we succeed in obtaining our lenders' consent
to any further maturity date extension, if needed, the amendment
of our credit agreement might be on terms less favorable to us
than the terms of our current credit agreement."


GROUP 1 AUTOMOTIVE: Planned $150-Mil. Notes Gets S&P's B+ Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Group 1 Automotive Inc.'s proposed $150 million senior
subordinated notes due 2013, to be issued under rule 144A with
registration rights. At the same time, Standard & Poor's affirmed
its 'BB' corporate credit rating on Houston, Texas-based Group 1,
which has $1.0 billion of debt, including floorplan borrowings and
operating leases. The rating outlook is stable.

Proceeds from the new debt issue will be used for general
corporate purposes, including acquisitions and the early
retirement of the company's $75 million of 10-7/8% senior
subordinated notes due 2009. The existing notes are redeemable
beginning March 1, 2004, at a redemption price of 105.438% of the
principal amount. Group 1 will temporarily reduce its floorplan
borrowings until the notes are redeemed.

"The ratings reflect Group 1 Automotive Inc.'s position as one of
the largest auto retailers in the U.S., its ambitious expansion
strategy, and its aggressive financial policies," said Standard &
Poor's credit analyst Martin King.

Group 1 has been a leading consolidator in the highly fragmented
auto-retailing sector. Revenues have grown to about $4.5 billion
from $400 million in 1997, making Group 1 one of the 10 largest
dealership groups in the U.S. The company operates 112 dealership
franchises centered mainly in metropolitan areas of the Southeast
and West where population growth is higher and auto dealership
density is somewhat less than in other regions. Nevertheless,
Group 1's revenues are more geographically concentrated than
those of most other publicly held dealership groups, with about
40% of its revenues from Texas.

Group 1 has a broad product portfolio within automotive retailing,
with 29 brands spread among domestic and foreign manufacturers.
The company's operating strategy is to manage dealerships on a
decentralized basis, centralize purchasing and administrative
functions to achieve cost savings, and expand high-margin
businesses such as parts and service, and finance and insurance
products.

Group 1 has had good success to date--considering its short
history--integrating acquired dealerships while maintaining
relatively stable profit margins on a growing revenue base. The
company faces significant challenges, however, to continue
absorbing acquired dealerships, particularly given the pace of its
expansion. Current areas of focus include integration of a new Los
Angeles platform and on underperforming operations in Atlanta,
South Florida, and Dallas. All of the company's growth has
occurred during broadly favorable market conditions. The extent to
which financial performance could erode in a more severe cyclical
downturn is a major risk factor.

Earnings and cash flow generation are expected to increase
gradually during the next few years, which should limit downside
risk. Group 1's aggressive growth strategy, heavy debt use, and
the need to further demonstrate the effectiveness of its operating
policies limit upgrade potential for the next few years.


HERCULES INC: Second Quarter Results Swing-Up to Positive Zone
--------------------------------------------------------------
Hercules Incorporated (NYSE:HPC) reported net income for the
quarter ended June 30, 2003 of $32 million. This compares to a
loss of $11 million for the same period in 2002. The second
quarter 2003 and 2002 results included after-tax earnings of $2
million and $10 million, respectively, related to discontinued
operations.

Earnings from ongoing operations for the second quarter of 2003
were $0.23 per diluted share. This compares to earnings on the
same basis of $0.20 per diluted share in the second quarter of
2002.

Net sales in the second quarter of 2003 were $472 million, an
increase of 8% from the same period last year and a 7% increase
compared to the first quarter of 2003. Compared with the second
quarter of 2002, sales growth was driven primarily by the Euro's
appreciation against the U.S. dollar and higher volume in Aqualon
and FiberVisions.

Second quarter of 2003 net sales, as compared to the same period
in 2002: increased 23% in Europe; increased 6% in Asia Pacific;
were flat in Latin America; and declined 1% in North America.

Profit from operations in the second quarter of 2003 was $73
million compared to $53 million for the same period in 2002.
Profit from ongoing operations in the second quarter of 2003 was
$74 million, a 10% improvement compared to $67 million in the
second quarter of 2002.

"In this difficult operating environment the people of Hercules
continue to deliver solid performance," said Dr. William H. Joyce,
Chairman and Chief Executive Officer. "Our improved results were
achieved in the face of higher pension expenses, higher energy and
raw material costs and a difficult pulp and paper marketplace
offset to some extent by the favorable strengthening of the Euro.
We remained focused on bringing value to our customers, increasing
our competitive advantage, improving productivity and delivering
significant financial improvement by upgrading operations,
primarily through Work Process Redesign."

Interest and debt expense and preferred securities distributions
were $33 million in the second quarter of 2003, a decrease of $6
million compared to the second quarter of 2002, due to lower
outstanding debt balances resulting from the application of
proceeds from asset sales.

Capital spending in the second quarter of 2003 was $11 million.
Cash outflows for restructuring in the second quarter of 2003 were
$5 million. The Company also contributed $40 million to its U.S.
pension plan in the second quarter of 2003.

                          Segment Results

In the Performance Products segment (Pulp and Paper, Aqualon), net
sales in the second quarter grew 8% while profit from operations
improved 16% as compared to the same quarter last year. Net sales
were up 8% and profit from operations increased 29% compared to
the first quarter of 2003.

In the Pulp and Paper Division, net sales grew 4% compared to both
the second quarter of 2002 and the first quarter of 2003. Profit
from operations increased 13% compared to the second quarter of
2002 and increased 29% compared to the first quarter of 2003.
North American and European paper customers reduced their demand
for product with a number of mills taking shutdowns to adjust for
market conditions. Profit from operations benefited from favorable
rate of currency exchange, growth in Asia and South America and
Work Process improvements, partially offset by unfavorable
volume/mix, lower prices and higher pension, raw material and
energy costs. Profit from operations in the second quarter of 2003
also benefited from the absence of an asset impairment charge
versus the same period last year.

Aqualon's net sales increased 13% compared to the second quarter
of 2002 and the first quarter of 2003. Profit from operations
improved 18% and 29% compared to the second quarter of 2002 and
the first quarter of 2003, respectively. The weaker U.S. dollar,
improved volume/mix, higher prices and lower costs resulted in
favorable comparisons to the second quarter of 2002.

In the Engineered Materials and Additives segment (FiberVisions,
Pinova), net sales in the second quarter increased 9% and 4%
compared to the second quarter of 2002 and the first quarter of
2003, respectively. Profit from operations decreased $1 million
compared to the second quarter of 2002 and was flat compared with
the first quarter of 2003.

Second quarter of 2003 net sales in FiberVisions increased 20%
compared to the second quarter of 2002 and increased 3% compared
to the first quarter of 2003. Profit from operations increased $2
million compared to the second quarter of 2002 and increased $1
million compared to the first quarter of 2003. Profits in the
second quarter of 2003 compared to the same quarter last year were
higher due to higher selling prices and favorable rate of currency
exchange partially offset by higher polymer costs.

Pinova's second quarter net sales declined 15% compared to the
second quarter of 2002 and increased 5% compared to the first
quarter of 2003. Profit from operations was down $3 million
compared to the second quarter of 2002 and was down $1 million
compared to the first quarter of 2003. Lower profits in the second
quarter were driven by lower volumes and higher costs.

Hercules (S&P, BB Corporate Credit Rating, Positive) manufactures
and markets chemical specialties globally for making a variety of
products for home, office and industrial markets. For more
information, visit the Hercules Web site at http://www.herc.com


IMPERIAL PLASTECH: Pursuing Completion of Financial Statements
--------------------------------------------------------------
Imperial PlasTech Inc. (TSX: IPQ) continues to work with its
auditors, Deloitte Touche, to complete its interim financial
statements for the three months ended May 31, 2003.

Imperial PlasTech had previously announced on July 22, 2003 that
it would be late in filing its interim financial statements for
its second quarter. Imperial PlasTech continues to anticipate that
its interim financial statements will be filed on or prior to
September 30, 2003.

This announcement is being made in accordance with the Alternate
Information Guidelines of the Ontario Securities Commission,
whereby Imperial PlasTech is required to update the market every
two weeks so long as it is in default of filing its interim
financial statements.

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

                             *   *   *

As reported in the July 31, 2003, issue of the Troubled Company
Reporter, Imperial PlasTech Inc. (TSX: IPQ) announced that the
PlasTech Group, being Imperial PlasTech and its subsidiaries,
Imperial Pipe Corporation, Imperial Building Products Corporation,
Ameriplast Inc. and Imperial Building Products (U.S.) Inc.,
obtained further orders under the Companies' Creditors Arrangement
Act, in connection with the proceedings commenced by the PlasTech
Group under the CCAA on July 3, 2003, and the Bankruptcy and
Insolvency Act, in connection with the proceedings commenced by
one of their secured lenders under the BIA on June 12, 2003.

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


INTEGRATED HEALTH: Wants Nod for Stipulation with Florida HCA
-------------------------------------------------------------
The State of Florida's Agency for Health Care Administration
administers the Medicaid system in the State of Florida.  Prior
to the Petition Date, Integrated Health Services, Inc., and its
debtor-affiliates operated 53 healthcare facilities located in the
State of Florida, and provided Medicaid reimbursable services to
the residents of those Facilities, pursuant to certain Medicaid
provider reimbursement agreements between the Debtors and the
Agency.

Alfred A. Villoch, III, Esq., at Young, Conaway, Stargatt &
Taylor, LLP, in Wilmington, Delaware, informs the Court that the
Debtors continued to operate the Facilities for varying periods
of time postpetition, until the Facilities were divested either
by transferring the operations of the Facilities to new operators
or, in the case of Crystal Springs Nursing and Rehabilitation
Center, by closing the Facility and abandoning it.

In every case, the Debtors terminated the corresponding Medicaid
Provider Agreement for the affected Facility contemporaneously
with the transfer of its operations or its closure.

After the Petition Date, the Agency filed seven unsecured, non-
priority proofs of claim for $159,598.32, representing amounts
which the Agency alleged were due from certain of the Debtors.
These claims represented amounts, which the Agency believed were
due and owing, based on audits of a very small number of the
Facilities.

The Agency subsequently completed audits of all the 53 Facilities
and asserted a net overpayment claim against the Debtors for
$3,798,876.05, which was calculated by "netting" prepetition over
and underpayments for each of the Facilities.

In connection with this Overpayment Claim and the Debtors' review
of such claim, the Debtors and the Agency negotiated a
stipulation, which memorializes the Debtors' agreement to grant
the Agency an allowed, general unsecured claim in the amount of
the Overpayment Claim.  Pursuant to the terms of the Stipulation,
the Agency will amend its previously filed claim number 9018 to
assert the Overpayment Claim.

The parties agree that the Amended Claim represents the full
amount of all prepetition claims held by the Agency against the
Debtors and that the Debtors' liability for the Amended Claim,
and the payment thereof, will be governed by the Debtors'
confirmed plan of reorganization, as amended.  The Agency has
agreed to withdraw with prejudice any and all prepetition claims
filed against the Debtors, except for the Amended Claim.

Mr. Villoch relates that the Debtors have performed their own
independent analysis of amounts due and owing to the Agency, and
believe that a settlement in the amount of the Overpayment Claim
is fair and reasonable.  The Stipulation is the product of arm's-
length negotiations between the parties.

By this motion, pursuant to Section 105(a) of the Bankruptcy Code
and Rule 9019(a) of the Federal Rules of Bankruptcy Procedure,
the Debtors ask the Court to approve the stipulation with the
Agency. (Integrated Health Bankruptcy News, Issue No. 62;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


INT'L PROPERTIES: Will Sell Remaining Assets & Cease Operations
---------------------------------------------------------------
International Properties Group Ltd., announced its operating
results for the third quarter and first nine months of fiscal
2003. The Company recorded a net loss of C$170,000 or nil per
share for the three months and the nine months ended July 31, 2003
as compared to net income of C$1.4 million or C$0.04 per share for
the three months ended July 31, 2003 and a net loss of C$1.1
million or C$0.3 per share for the nine months ended July 31,
2003.

                        Financial Results

The following selected financial information summarizes IPG's
interim unaudited financial results for the three months and nine
months ended July 31, 2003. Unaudited financial statements is
available and can be accessed on-line at http://www.sedar.com  

(CAD $000S except number of shares and per share amounts -
Unaudited)

                         Going Concern

The Company, as a corporation, has as its principal asset, cash.
On September 17, 2002, shareholder approval was received at a
Special Meeting of Shareholders to sell the remaining assets of
the Company, including the assets of its subsidiaries, and
thereafter to wind-up and dissolve the Company. Based on these
facts, management does not consider the Company and its
subsidiaries to be going concerns since the entities are not
expected to continue operations for the foreseeable future.

As a result of the going concern assumption no longer being
appropriate, the carrying values of the Company's assets, on a
consolidated basis, were adjusted during the nine months ended
July 31, 2002 by $752 to reflect their estimated realizable
liquidation values. In addition, expenses incurred and estimates
of future obligations associated with the wind-up and dissolution
of the Company, in the amount of $2,376, were included in the
operating results for the nine months ended July 31, 2002. $170 of
such costs and expenses were recorded for the three month and six
month periods ended July 31, 2003. As of July 31, 2003 the reserve
for the costs of liquidating and dissolving the Company was
exhausted. Estimates for future costs are uncertain and,
accordingly, all remaining future costs will be recorded as
incurred until a basis for estimation of future costs is
determinable.

Further, the Company is aware of certain potential claims, which
although management believes are without merit, will require
resolution. No statement of claim has been filed to date and the
likelihood and potential outcome of these threatened claims cannot
be determined at this time. Therefore, no amounts have been
reflected in these financial statements.

International Properties Group Ltd. owns InvestorPlus Ltd. There
is currently no market for the Class A Voting Shares or Redeemable
Preferred Shares.


KASPER A.S.L.: Receives Bid to Acquire Assets from Jones Apparel
----------------------------------------------------------------
Kasper A.S.L., Ltd. (KASPQ.OB) has received a bid to acquire the
Company from Jones Apparel Group, Inc. (NYSE: JNY). The bid
purchase price consists of $156 million in cash and the assumption
of pre-paid royalties projected to be $12.6 million at closing,
for an aggregate value of $168.6 million, plus the assumption of
certain other liabilities. In addition, the purchase price is
subject to adjustments.

As previously reported, the Company entered into an agreement to
be acquired by Kellwood Company (NYSE: KWD) for $111 million in
cash, $40 million in Kellwood common stock, and the assumption of
pre-paid royalties projected to be $12.6 million at closing, for
an aggregate value of $163.6 million, subject to adjustments as
set forth in the purchase agreement.

The agreement with Kellwood is subject to higher or better offers
and an auction to be conducted pursuant to Court-approved bidding
procedures to determine the highest or best offer to the Company.
The auction will occur on August 7, 2003. Following the auction,
the successful bid will be implemented through an amended plan of
reorganization that will require, among other things, the approval
of the requisite majority of the Company's creditors and
confirmation by the Bankruptcy Court. Under the current bids, it
is not contemplated that any distribution would be made to equity
holders.

Kasper A.S.L., Ltd. is a leading marketer and manufacturer of
women's suits and sportswear. The Company's brands include Albert
Nipon, Anne Klein, Kasper and Le Suit. These brands are sold in
over 3,000 retail locations throughout the United States, Europe,
the Middle East, Southeast Asia and Canada. The Company also
licenses its Albert Nipon, Anne Klein, and Kasper brands for
various men's and women's products.


LEAP WIRELESS: California Court Approves Disclosure Statement
-------------------------------------------------------------
Leap Wireless International, Inc. (OTC Bulletin Board: LWINQ), an
innovator of wireless communications services, announced that the
U.S. Bankruptcy Court for the Southern District of California has
approved the Disclosure Statement filed in connection with the
Company's proposed Plan of Reorganization.

As a result, the Company intends to begin soliciting votes from
its creditors for the confirmation of its amended Plan of
Reorganization. The Company will mail notice of the proposed
confirmation hearing to its creditors and shareholders by today.
Leap expects the Plan, which is the product of active and
cooperative negotiations between the Company, the Official
Unsecured Creditors Committee of Leap, and an informal committee
of Cricket senior secured vendor debt holders, to be approved at
the Confirmation Hearing, which is scheduled to begin during the
week of September 29, 2003. Each of the creditor committees has
recommended that the creditors it represents vote in favor of the
Plan's approval.

"The court's approval of our Disclosure Statement and setting of
the Confirmation hearing date underscores the progress we have
made in this process," said Harvey P. White, Leap's chairman and
CEO. "The support we have received from our creditor committees
for our proposed plan of reorganization gives us confidence in an
expedient conclusion to the Company's restructuring. We look
forward to our emergence as a leaner, stronger company well
positioned to take advantage of the tremendous opportunities we
see ahead of us."

Leap, Cricket, and substantially all of their subsidiaries, filed
for reorganization under Chapter 11 of the U.S. Bankruptcy Code on
April 13, 2003 in order to implement a comprehensive financial
restructuring that would significantly reduce the Company's
outstanding indebtedness.

The Plan of Reorganization discussed in the Disclosure Statement
is a more detailed version of the preliminary Plan of
Reorganization that the Company filed with the Bankruptcy Court on
April 14, 2003 and reflects continued fine- tuning among the
Company, the Official Unsecured Creditors Committee of Leap, and
the informal committee of Cricket senior secured vendor debt
holders. The revised Plan also reflects comments from numerous
creditors of Leap and Cricket who reviewed prior versions of the
Plan and Disclosure Statement that were filed with the Bankruptcy
Court. The full text of the fifth amended Disclosure Statement and
Plan of Reorganization, and other documents relating to the
Company's Chapter 11 proceeding, can be found under the
Restructuring Overview/Legal Documents section of the Company's
Web site at http://www.leapwireless.com

On a separate issue, the Company announced that it will stop
offering service and will no longer operate in its Hickory, North
Carolina market effective September 30, 2003. This business
decision was based upon the Company's evaluation of the
performance of the Hickory market against performance objectives
the Company expects from all of its markets. There will be no
reductions in force as a result of this action and Cricket
customers in the Hickory market will receive Cricket service and
features at no further cost until September 30, 2003.

"The decision to close this market was not easy," said Susan G.
Swenson, Leap's president and chief operating officer. "We are
confident, however, that this move is a necessary step for the
long-term health of the overall business. We are taking steps to
limit the impact of this action for our customers in this market
and to ensure that they have ample time to transition to another
provider for their telecommunications needs."

Leap, headquartered in San Diego, Calif., is a customer-focused
company providing innovative communications services for the mass
market. Leap pioneered the Cricket Comfortable Wirelessr service
that lets customers make all of their local calls from within
their local calling area and receive calls from anywhere for one
low, flat rate. For more information, please visit
http://www.leapwireless.com  

With Cricket(R) service, customers can make unlimited calls over
their service area for a low, flat rate. Cricket customers can
call long distance anywhere for a little more -- just 8 cents per
minute to anywhere in the United States and just 18 cents per
minute anytime to anywhere in Mexico or Canada. The service offers
text messaging, voicemail, caller ID, three-way calling and call
waiting for a small additional monthly fee. The extra value
Cricket(R) Talk rate plan is $39.99 per month plus tax, which
includes unlimited local calls, 500 free minutes of U.S. long
distance and a three- feature package (including caller ID, call
waiting and three-way calling). Cricket service is an affordable
wireless alternative to traditional landline service, and appeals
to people completely new to wireless -- from students to young
families and local business people. For more information, visit
http://www.mycricket.com  


LEAP WIRELESS: Cricket Licensee Selling 2 PCS Licenses to Edge
--------------------------------------------------------------
According to Robert A. Klyman, Esq., at Latham & Watkins, in
Washington, D.C., Cricket Licensee, Inc. purchased certain
personal communications services licenses during the FCC's
Auction 22 in April 1999, including these Licenses:

                                           5 Year
                                            Build      Exp.
BTA   Market Name     Frequency     MHz    Date       Date
---   -----------     ---------     ---   ------      ----
451   Twin Falls,  1895-1902.5 MHz, 15    7/22/04   7/22/09
        Idaho       1975-1982.5 MHz

202   Idaho Falls, 1895-1902.5 MHz, 15    7/22/04   7/22/09
        Idaho       1975-1982.5 MHz

At that time, Cricket Licensee had no PCS licenses in the Twin
Falls and Idaho Falls markets.  The purchase of the Licenses was
a way to gain valuable PCS licenses in a previously untapped
market.  Unfortunately, the Twin Falls and Idaho Falls markets
were not as productive as originally expected.

As a result, Cricket Licensee sought buyers of the Licenses, and
Edge Acquisitions, LLC expressed an interest in purchasing the
Licenses.  On August 27, 2002, Cricket Licensee, Inc., and Edge
Acquisitions, Inc. entered into a License Acquisition for the
purchase of the licenses.  Edge agreed to pay Cricket Licensee
$3,250,000 in cash at closing.  Pursuant to the Agreement, the
sale of the Licenses is subject to FCC approval and other
customary closing conditions.  Moreover, if the transaction is
not closed by September 15, 2003, both parties can give notice of
termination of the Agreement that would be effective 20 days
later.

According to Mr. Klyman, the FCC granted its approval of the sale
of the Cricket Licensee Licenses to Edge through September 15,
2003.  As long as the Court approves the Agreement before
September 10, 2003, Edge agrees that it will immediately
consummate the Licenses Sale and that the condition of FCC
approval has been satisfied.

Mr. Klyman adds that the Vendor Debt Holders assert a security
interest in the Licenses and proceeds.  Thus, any security
interest will attach to the proceeds of sale.  The Debtors
believe that the Informal Vendor Debt Committee will consent to
the relief sought.  Implementation of the Agreement was delayed
by the Debtors' focus on their restructure, Chapter 11 filings
and other events.  Thus, Cricket Licensee seeks approval of sale
of Licenses by September 10, 2003.

My. Klyman asserts that compelling business justifications
support the sale of the Licenses:

A. The Debtor has Satisfied the Requirements for Selling the
    Licenses.

    For one, sound business justifications support the sale of the
    Licenses.  Cricket Licensee does not currently use and does
    not expect to use the Licenses any time in the future.
    Moreover, Mr. Klyman notes, Edge has provided a fair price for
    the Licenses that is higher and better than all other offers
    that will raise cash to support its reorganization without
    hindering the effectiveness of its wireless telecommunications
    networks.

    In addition, due to the softness of the national economy and
    the instability in the wireless telecommunications industry,
    the value of the Licenses may decrease in the future.  If a
    Competing Bidder other than Edge requires FCC approval for the
    transfer of the Licenses, Cricket Licensee estimates that the
    approval could take an additional four to six months.  Cricket
    Licensee does not want to bear the risk of delay or whether
    FCC approval can be obtained with respect to a Competing Bid.
    The sale of the Licenses will not effectuate a de facto plan
    of reorganization.  The Licenses are not integral to the
    Fourth Amended Joint Plan of Reorganization dated as of July
    25, 2003.

    Cricket Licensee also adequately marketed the Licenses.  It
    sent an Auction Notice to 20 of the largest wireless
    carriers, as well as certain carriers that operate in or
    adjacent to the markets covered by the Licenses.  It also
    issued a press release describing the proposed sale of the
    Licenses and published the substance of that press release in
    RCR Wireless, a leading industry publication.

B. The Court Should Approve the Sale of the Licenses Free and
    Clear of All Liens, Claims and Encumbrances.

    Section 363(f) of the Bankruptcy Code permits the sale of the
    Licenses free and clear of liens, claims and encumbrances if
    either:

    (i) the parties having a lien on or claim in the assets
        consent to the sale, or

   (ii) each party could be compelled, in a legal or equitable
        proceeding, to accept a money satisfaction of its
        interest.

    The Debtor believes that the only outstanding lien on the
    Licenses is the one granted to the Vendor Debt Holders, and
    that the Informal Vendor Debt Committee will consent to the
    sale of the Licenses.  Thus, Mr. Klyman maintains that the
    sale of the Licenses will satisfy the requirements of Section
    363(f)(2).

    Mr. Klyman notes that the sale of the Licenses is for fair
    value.  In addition, Cricket Licensee will allow third parties
    to overbid for the Licenses pursuant to the Bidding
    Procedures.  Thus, pursuant to Section 363(f), Cricket
    Licensee may sell the Licenses free and clear of all liens,
    claims, or encumbrances.  Cricket Licensee further submits
    that any lien, claim or encumbrance will be adequately
    protected by its attachment to the net proceeds of the sale,
    subject to any claims and defenses Cricket Licensee may
    possess with respect to it.

Given the exigent circumstances of these cases and the Debtors'
desire to close the sale of the Licenses as soon as possible,
Cricket Licensee asks the Court to waive the requirement of Rule
6004(g) of the Federal Rules of Bankruptcy Procedure that any
order authorizing the sale of property is stayed until the
expiration of 10 days after entry of the order, and make the
order effective immediately upon entry.

Ultimately, Cricket Licensee asks the Court to:

    (1) authorize the sale of the Licenses on the terms described;
        and

    (2) waive the requirement of Rule 6004 of the Federal Rules of
        Bankruptcy Procedure. (Leap Wireless Bankruptcy News,
        Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-
        0900)  


MAGELLAN HEALTH: R2 Investment Wants Exclusivity Terminated
-----------------------------------------------------------
R2 Investments LDC asks the Court to terminate the Magellan Health
Debtors' exclusive periods so it can file a competing plan.

R2 is the holder of $212,500,000 of the 9% Senior Subordinated
Notes due 2008 which is 34.0% of the $625,000,000 outstanding
issued by Magellan and $29,750,000 of the 9-3/8 Senior Notes due
2007 which is 11.9% of the $250,000,000 outstanding issued by
Magellan.  R2 "appears to be the largest unsecured creditor."

Dennis F. Dunne, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, informs the Court that prior to the Petition Date, the
Debtors engaged in extensive negotiations with these parties with
respect to the terms of a prepackaged restructuring to be
implemented pursuant to a Chapter 11 reorganization:

    1. an informal committee of holders of the Senior Notes and
       the Senior Subordinated Notes, including R2;

    2. certain of the Debtors' prepetition senior secured lenders;
       and

    3. Aetna, Inc. formerly known as Aetna U.S. Healthcare Inc.,
       the Debtors' largest customer.

As a result of those negotiations, a substantial percentage of
the Senior Noteholders, the Senior Subordinated Noteholders, and
the Senior Secured Lenders entered into a series of agreements
with the Debtors.

The Prepetition Agreements provided inter alia, that:

    1. holders of prepetition secured debt would be reinstated;

    2. holders of Senior Notes would receive new notes issued by
       Reorganized Magellan; and

    3. holders of Senior Subordinated Notes would receive a
       portion of the equity in Reorganized Magellan.

On the Petition Date, the Debtors filed a plan, which effectuated
the terms and conditions of the Prepetition Agreements.

During the course of these same prepetition discussions, Magellan
had approached the Senior Secured Lenders to seek funding to
facilitate its exit from Chapter 11.  The Senior Secured Lenders
were willing to provide the $50,000,000 requested by Magellan.
Magellan, however, elected to explore the possibility of raising
the required $50,000,000 from sources other than its prepetition
lenders.  These alternative sources included its core creditor
constituencies and at least one third party, Onex.  In response
to its inquiries, Magellan received responses offering both debt
and equity financing, but ultimately pursued solely equity
financing.

By seeking to sell equity in the reorganized company, Magellan
initially represented, in concert with the Committee, that it was
seeking to address its short-term funding needs in a way that
would redound to the maximum benefit of its unsecured creditors.
For this reason, it made the requisite $50,000,000 in equity
available for sale in the context of a rights offering that would
be open to all of Magellan's unsecured creditors.  It was in this
context that R2 first became involved in the potential
investment, by offering, through Amalgamated Gadget L.P., to
become a "backstop funder" committed to purchase any of the
equity made available in the contemplated offering that was not
purchased by other unsecured creditors.

As of March 10, 2003, R2 and the Debtors entered into an
agreement, pursuant to which R2, in its role as a "backstop
funder" for an offering open to all Magellan unsecured creditors,
will purchase up to $50,000,000 of the equity in Reorganized
Magellan that was offered for sale but not purchased by other
Magellan creditors.  The Court approved the First Offering
Commitment on April 4, 2003.  Thereafter, R2 and the Debtors
proceeded to draft definitive documentation in anticipation of
the funding commitment contemplated by the First Offering
Commitment being consummated pursuant to the Magellan Plan.

This First Offering Commitment provided for payment of a
$1,000,000 "break-up" fee to R2 if the Debtors failed to
consummate the terms of the Offering Commitment on or before
December 15, 2003, but neither the Offering Commitment nor the
April 4, 2003 order approving it contemplated or made specific
provision for a subsequent auction.  Magellan had stated that it
needed no more than $50,000,000, which the First Offering
Commitment committed to provide, and the selected mechanism -- a
100% rights offering -- ensured that Magellan's funding needs
would be satisfied in a manner that permitted all of Magellan's
unsecured creditors to further participate on a pro rata basis in
the company's future upside growth.

According to Mr. Dunne, R2 realized that another party seeking to
backstop a rights offering to all Magellan creditors could top
its standby funding commitment, but it had no reason to suspect
that a third-party investor seeking simply to buy "control" of
Magellan could trump its commitment.  But that is precisely what
happened.

R2 was disappointed and concerned that Magellan accepted the
first Onex acquisition bid.  Every indication it had received
from the company to date, together with its own due diligence,
supported the conclusion that:

    1. Magellan needed no more than $50,000,000 in additional
       funding to successfully emerge from Chapter 11 protection;
       and

    2. $50,000,000, when coupled with the $100,000,000 in cash
       that it already had on its balance sheet, would furnish
       Magellan with a "cushion" sufficient to emerge from Chapter
       11.

It could find no explanation for Magellan's agreement to sell 50%
voting control of the company in exchange for a commitment that
provided three times the amount of exit financing it needed other
than the desires of an equity investor, Onex, that wanted to buy
control of Magellan.

Magellan sought to use the First Onex Acquisition Bid to
transform what had originally been proposed as a limited sale of
equity to raise exit financing into an outright sale of control.
R2 initially declined to increase its backstop funding
commitment, but concerned about the potential for a substantial
dilution of creditor recoveries and voting power, R2 ultimately
decided to increase the size of the offering it was willing to
backstop.  Over the course of the next month -- and always on the
understanding that any equity sale it would backstop would be
open to all Magellan unsecured creditors -- R2 proposed a series
of rights offering transactions, which apparently satisfied
Magellan's demands as they led Onex to increase its acquisition
bid on three separate occasions.

In the end, Magellan's Board of Directors rejected the last two
offering commitments proffered by R2, which each maintained the
100% rights offering structure while making available the funds
Magellan needed at a valuation as high as $400,000,000.  R2 was
apprised that only "pennies" in perceived value separated R2's
final offering commitment and Onex's final acquisition bid.  The
Board, however, determined to go with the Final Onex Acquisition
Bid due to the increased "liquidity" it would provide to Magellan
upon emergence from Chapter 11, even though the Onex transaction
promised to significantly dilute unsecured creditors' voting and
economic interests in Reorganized Magellan, with the result that
impaired unsecured creditors could hold 83% of the New Common
Stock but only have a 50% voting stake in Reorganized Magellan.

The only parties adversely affected as a result of Magellan's
selection of the Final Onex Acquisition Bid will be Magellan's
Subordinated Noteholders and general unsecured creditors.  The
impaired creditors will be disadvantaged on both an economic and
voting rights basis.  On an economic basis, the amount of equity
received under the Magellan Plan by the Subordinated Noteholders
and general unsecured creditors will be substantially diluted by
the outright sale of 17.2% of the equity to Onex.

Mr. Dunne contends that under the March 26 Magellan Plan, these
creditors are entitled to receive 100% of the equity of
Reorganized Magellan.  Under a 100% rights offering plan, like
those proposed by R2, these creditors would be able to maintain
this 100% stake by participating pro rata in the rights offering.
Under an Onex-based plan, by contrast, the most that the
creditors could retain would be 82.8% of the equity.  Moreover,
even if none of these creditors chose to participate in the
offering, the 100% rights offering plan R2 contemplates would
still provide a better alternative -- under the Onex plan, if
none of the creditors participated in the offering, the creditors
would retain 65.5% of the equity, whereas under a 100% rights
offering plan they would retain 75% of the equity.  Hence, an
Onex-based plan would plainly deprive impaired unsecured
creditors of the fuller opportunity they would have under the
100% rights offering contemplated by R2 to enhance their pro rata
recoveries in the equity of Reorganized Magellan.

On a voting rights basis, the adverse effect of a non-100% rights
offering plan on impaired unsecured creditors would be even more
dramatic.  Onex would retain, at all times and under all
circumstances, 50% voting control of Reorganized Magellan
regardless of:

    1. its own holdings, which could total as little as 17.2%, of
       New Common Stock; and

    2. the results of creditor participation in the 50% rights
       offering proposed by Onex.

Under a 100% rights offering, by contrast, voting control would
overlap at all times with equity ownership, thereby ensuring that
the impaired unsecured creditors that are entitled to up to 100%
equity ownership also retain up to 100% voting control of
Reorganized Magellan.

Plainly, Mr. Dunne asserts, Magellan's unsecured creditors should
have the right to choose between a plan that materially dilutes
both their economic recovery and future power of choice, and one
that does not.

                  Exclusivity Should Be Terminated

Mr. Dunne argues that termination of Magellan's exclusive periods
under Section 1121(d) of the Bankruptcy Code will serve each of
the goals generally served by exclusivity termination, including:

    (a) preventing Magellan from holding its unsecured creditors
        "hostage" to an unconfirmable plan and an "auction"
        process that -- without any of the protections typical of
        Section 363 sales -- has permitted Magellan's Board of
        Directors to dictate that an equity sale that will result
        in a third party holding as little of 17.2% of the New
        Common Stock receiving 50% voting control of Reorganized
        Magellan is best for Magellan's creditors;

    (b) ending the current stalemate and avoiding the likely
        cramdown fight that may ensue if Magellan pursues the
        Final Onex Acquisition Bid; and

    (c) allowing Magellan a full and fair opportunity to convince
        the creditors and this Court that its Onex-based plan
        should be confirmed, without delaying the solicitation
        process in any significant way.

"Termination of Magellan's exclusive periods is also warranted
because Magellan has put the equity in and voting control of
Reorganized Magellan up for sale, which, in and of itself,
constitutes "cause" for terminating Magellan's exclusive
periods," Mr. Dunne says.  Thus, terminating exclusivity and
permitting R2 to file a competing plan will satisfy the "market
test" standard in In re Bank of America Nat'l Trust and Savings
Ass'n v. 203 North LaSalle Street Partnership, 526 U.S. 434
(1999).

If the Debtors' exclusive periods are terminated, R2 will
immediately file its competing plan.  The R2 plan aims to
maximize value for all creditors, including Magellan's impaired
unsecured creditors, instead of focusing on one equity sponsor's
bid to take control of Reorganized Magellan while diluting the
voting rights and potential recoveries of such unsecured
creditors.  All parties-in-interest would remain free to evaluate
and to vote on either the Debtors' Onex acquisition plan or a
100% rights offering plan open to all Magellan creditors.
(Magellan Bankruptcy News, Issue No. 11: Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


MARKET CENTRAL: Seeking Additional Accounts Receivable Financing
----------------------------------------------------------------
Market Central, Inc. (formerly Paladyne Corp.) operates two wholly
owned subsidiaries, ecommerce support centers, inc. and U.S.
Convergion, Inc.  ecom provides outsourced contact center
solutions and Customer Relationship Management services;
Convergion provides systems design, integration, sales and service
of internal contact centers and is a reseller for MicroSoft's MS
CRM solution. Combined, the subsidiaries provide inbound technical
support, sales, and customer service; outbound pre-sales and
sales; data mining; campaign management; CRM Integration (contact
center systems design, sales, integration and life-cycle support).

The unaudited condensed consolidated financial statements include
the accounts of the Company and its wholly owned subsidiaries,
ecom and Convergion. The Company's acquisition of Convergion
occurred on April 3, 2003, and, accordingly, the financial
statements include the accounts of Convergion from April 3, 2003
through May 31, 2003.

The Company's unaudited condensed consolidated financial
statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The unaudited
condensed consolidated financial statements do not include, nor
does management feel it necessary to include, any adjustments to
reflect any possible future effects on the recoverability and
classification of assets or the amounts and classification of
liabilities that may result from the possible inability of the
Company to continue as a going concern. The Company's independent
accountant's report contained a going concern qualification for
the year ended August 31, 2002.

Market Central's net loss for the three months ended May 31, 2003
and 2002 was $1,273,274 and $582,057, respectively. This increase
of $691,217 in the loss from 2002 to 2003 is due almost entirely
to the Convergion acquisition which accounted for $672,812 of the
loss during the three months ended May 31, 2003.

Net loss for the nine months ended May 31, 2003 and 2002 was
$1,835,160 and $1,497,443, respectively. This increase of $337,717
in the loss from 2002 to 2003 represents a 22.5% increase in net
loss and is due to the Convergion acquisition which accounted for
$672,812 of the loss during the nine-months ended May 31, 2003.

                 LIQUIDITY AND CAPITAL RESOURCES

The Company's principal cash requirements are for operating
expenses, including employee costs, funding of accounts receivable
and funding of operations. In February 2003, the Company's new
majority shareholders invested approximately $370,000 in cash and
assumed liabilities of approximately $380,000. They also have
provided an unsecured, two-year loan facility for the Company of
up to an additional $635,000, of which $447,043 was outstanding at
May 31, 2003.  Amounts outstanding under this facility bear
interest at 7.0% per annum. In June 2003 the Company obtained a
$1,000,000 loan from a bank that is secured by certain assets of
the Company. The proceeds from this loan repaid the balance of the
loans outstanding to the majority shareholders, repaid the bank
loan of $350,000 that was in default and the balance was used for
working capital. These funds, along with the Company's cash flows
from operations, are expected to provide adequate liquidity to
meet the Company's minimum cash requirements for the next six
months.

The Company is negotiating with multiple lenders for additional
accounts receivable financing. A loan facility was in place at
Convergion when the acquisition was completed and it remains in
use. The facilities from the majority shareholders and additional
facilities from accounts receivable lenders should satisfy cash
needs in the near term and to provide necessary liquidity for the
next six months. If the Company is unable to generate sufficient
cash from operations and additional loans from new lenders in the
next six months, the Company will be required to seek other
sources of liquidity, in the form of either equity or debt
financing. There can be no assurance that the Company will be able
to obtain such financing on acceptable terms or at all.

Cash used in operating activities was $1,617,758 for the nine
months ended May 31, 2003. This was due primarily to operating
losses caused by the revenue levels that are less than required to
cover operating expenses and professional fees relating to
infrequently occurring activities of $161,021 that arose from the
February 2003 sale of the Company's common stock. The Company
invested $22,861 in computers and leasehold improvements during
this period.

In prior periods, certain shareholders have loaned money to or
guaranteed indebtedness of the Company to fund the Company's
working capital needs. No assurance can be given that such
shareholders would guarantee any further indebtedness or that they
would not seek to withdraw their existing guarantees.

The Company intends to continue to expand it operations through
acquisitions of businesses that will broaden the Company's current
services in the customer relationship management (CRM) area and
provide opportunities for complementary selling opportunities. The
Company may issue shares of common stock, cash or a combination of
stock and cash as consideration in these acquisitions. There can
be no assurance that the Company will continue to find suitable
acquisition candidates or that the Company will be able to
successfully integrate any acquisition.


MCSI INC: Brings-In James R. Vonier as Chief Financial Officer
--------------------------------------------------------------
MCSi, Inc. announced that James R. Vonier joined the Company as
its new Vice President and Chief Financial Officer.

Mr. Vonier replaces Joseph M. Geraghty of Conway MacKenzie &
Dunleavy, who had previously served as CFO in an interim capacity.
Mr. Geraghty, a senior member of the restructuring firm of Conway
MacKenzie & Dunleavy, will continue to be actively involved in
assisting the Company's on-going restructuring efforts.

Mr. Vonier is a Certified Public Accountant and was most recently
the Chief Accounting Officer of Randstad North America, a $1.2
billion national staffing organization. Reporting to D. Gordon
Strickland, MCSi's President and Chief Executive Officer, Mr.
Vonier will be located at the Company's new headquarters in
Atlanta, Georgia.

Mr. Strickland stated: "We are pleased to have Jim join our
management team in such a key position. He brings over 25 years of
experience with a demonstrated record of success in financial
reporting and analysis, systems implementation, processes and
controls and staff development. We look forward to his
contributions to our restructuring efforts."

Mr. Strickland continued: "I would like to thank Joe Geraghty for
his valuable service as the Company's interim Chief Financial
Officer. We look forward to a smooth transition along with Conway
MacKenzie's continued involvement in assisting us in completing
our restructuring efforts. We are extremely pleased to have
someone of Jim Vonier's experience and expertise on the MCSi team.
We feel that this addition demonstrates our commitment as a
management team and our focus on the future of MCSi."

MCSi is a leading provider of state-of-the-art presentation,
broadcast and supporting network technologies for businesses,
churches, government agencies and educational institutions. From
offices located throughout the United States, MCSi draws on its
strategic partnerships with top manufacturers to deliver a
comprehensive array of audio, display and professional video
innovations. MCSi also offers proprietary systems pre-engineered
to meet the need for turnkey integrated solutions.

MCSi filed for Chapter 11 protection on June 3, 2003 in the U.S.
Bankruptcy Court for the District of Maryland (Baltimore) (Bankr.
Case No. 03-80169).


MIRANT CORP: Wins Interim Nod to Engage in Trading Activities
-------------------------------------------------------------
On an interim basis, U.S. Bankruptcy Court Judge Lynn rules that:

A. the Mirant Debtors are authorized to:

    (a) engage in Trading Activities in the ordinary course of
        business without further Court order, including but not
        limited to engaging in Trading Activities pursuant to the
        terms of the Prepetition Trading Contracts both in
        connection with Existing Positions and by entering into
        new transactions, including but not limited to any and
        all terms related to offsetting, netting or cross-netting;

    (b) enter into new ISDA, EEI, WSPP, GISB or NAESB master
        agreements, and various other master agreements, "long-
        form confirmation," netting agreements, master netting
        agreements, collateral agreements or credit support
        agreements or annexes relating thereto and any
        transactions thereunder, as may be amended, restated or
        supplemented from time to time, with existing or new
        Counterparties after the Petition Date in the ordinary
        course of business without further Court order and to
        engage in Trading Activities thereto;

    (c) enter into Master Netting Agreements; and

    (d) enter into a Postpetition Assurance Agreement;

B. with respect to each counterparty, the Debtors will:

    (a) pending assumption or rejection of the Prepetition
        Trading Contracts, perform all obligations arising under
        Prepetition Trading Contracts, including, but not limited
        to, the:

        -- making of all payments when due, including without
           limitation, payments due for prepetition deliveries,
           postpetition deliveries on account of Existing
           Positions, postpetition deliveries on account of
           postpetition Trading Activities, financial product
           payments, or liquidated damages for failure to make or
           receive delivery or payments;

        -- providing of collateral or maintenance or variation
           margin in connection with Existing Positions,
           including, without limitation, postpetition market
           movements in respect of Prepetition Trading Contracts;
           and

        -- providing of collateral or initial, maintenance or
           variation margin or payments in advance in connection
           with postpetition Trading Activities; and

    (b) perform all obligations arising under Postpetition
        Trading Contracts, including, but not limited to, the:

        -- making of all payments when due, including without
           limitation, payments due for postpetition deliveries
           on account of postpetition Trading Activities,
           financial product payments, or liquidated damages for
           failure to make or receive delivery or payments; and

        -- providing of collateral or initial, maintenance or
           variation margin or payments in advance in connection
           with postpetition Trading Activities;

C. as security and assurance of the Debtors' obligations arising
    under the Trading Contracts:

    (a) Counterparties are granted, for their own benefit,
        effective as of the Petition Date, and without the
        necessity of the execution of the Debtors, or filing, of
        security agreements, pledge agreements, mortgages,
        financing statements or otherwise, pursuant to Section
        364(c)(2) of the Bankruptcy Code enforceable first
        priority liens and security interests on any collateral,
        including, without limitation, initial, maintenance or
        variation margin or payments in advance and whether in
        the form of cash, letters of credit or otherwise provided
        to the Counterparty whether prior to, on or after the
        date of this Order; and

    (b) the obligations, liabilities and indebtedness of the
        Debtors arising from postpetition market movements in
        respect of Existing Positions and postpetition Trading
        Activities pursuant to the Trading Contracts will have
        the status of a superpriority administrative expense, in
        accordance with Section 364, subject only to
        superpriority administrative claims granted in respect of
        any DIP financing facility and any professional fee
        carve-out and fees due to the Office of the U.S. Trustee
        under Section 1930 of the Judicial Procedures Code and
        will be paid at the prices set in the Trading Contracts.

    Counterparties may net amounts and obligations under the
    Prepetition Trading Contracts against amounts and obligations
    under other Trading Contracts with the Debtors and vice versa.
    In this regard, there will be no distinction between
    transactions entered into prepetition and postpetition;

D. the security interests and superpriority administrative status
    provided by this Interim Order will not be altered or
    otherwise affected by any amendment, modification, supplement,
    extension, renewal, restatement or refinancing of any
    indebtedness, any rejection of a Prepetition Trading Contract
    nor by any action or inaction taken by any party in respect
    of the collateral subject to the liens of the Counterparties;

E. if any of the provisions of this Interim Order is stayed,
    modified in a manner adverse to a Counterparty or vacated, or
    this Interim Order terminates, the stay, modification,
    vacation or termination will not affect:

    (a) the validity of any indebtedness, obligation or liability
        the Debtors incurred to each of the Counterparties before
        the receipt of written notice by the Counterparties of
        the effective date of the stay, modification or vacation;

    (b) the validity or enforceability of the security interests,
        superpriority claims and netting and termination rights
        authorized or created or pursuant to the Trading
        Contracts or any related documents; and

    (c) the rights of the Protected Counterparties to exercise
        remedies set forth in the Trading Contracts and each
        Counterparty will be entitled to the benefit of the
        Section 364(e) provisions;

F. to the extent that the value of the Prepetition Collateral a
    Counterparty holds exceeds the aggregate amount of
    obligations a Debtor owes to that Counterparty on account of
    Existing Positions, the excess value will secure all
    obligations the Debtor owe to that Counterparty on account of
    the Debtors' postpetition Trading Activities pursuant to the
    terms of the Trading Contracts.  To the extent that the
    Prepetition Collateral is insufficient to secure the Debtors'
    obligations to any one or more Counterparties under the
    Prepetition Trading Contracts or a Debtor is required to post
    collateral under a Postpetition Trading Contract, the Debtors
    are authorized to provide additional collateral to secure the
    obligations to all Counterparties without further Court order;

G. any bank that has issued a letter of credit prior to the
    Petition Date may extend or replace the letter of credit in
    its discretion; provided, however that the extension or
    replacement will not change, alter, or otherwise modify the
    priority or characterization of the bank's claim against the
    Debtors arising in connection with the letter of credit and
    any and all claims arising under an extended or replacement
    letter of credit will have the priority and character as if
    the extended or replacement letter of credit was issued prior
    to the Petition Date;

H. except as otherwise set forth in the Assurance Agreement:

    (a) any Counterparty entering into new transactions
        postpetition under the Trading Contracts knowingly with
        a Debtor on or after the second business day after
        written notice of this Interim Order will be deemed to
        have accepted the benefits and protections of this
        Interim Order -- the Waiver Event -- but this Waiver
        Event will not include accepting or making deliveries or
        payments entered into prepetition or liquidating or
        terminating the same;

    (b) upon the occurrence of a Waiver Event, each Counterparty
        will be deemed to have waived the contractual right to
        cause the liquidation of a commodity contract or forward
        contract or termination of a swap agreement, each because
        of a condition of the kind specified in Section 365(e)(1)
        of the Bankruptcy Code; provided, however, that the
        waiver as it related to the Counterparty will be deemed
        null and void and without further effect in the event
        that:

        -- a Debtor delivers written notice to the Counterparty
           of the Debtor's intent to reject a Prepetition Trading
           Contract pursuant to Section 365;

        -- the Debtor fails to meet any margin or collateral
           requirements or otherwise fails to make any payments
           pursuant to the terms of any Trading Contracts; or

        -- this Interim Order is stayed, modified in a manner
           adverse to a Counterparty or vacated, or otherwise
           terminates and each of these events will be deemed to
           be a condition of the kind specified in Section
           365(e)(1); and

        -- with respect to any Counterparty, service by fax, by
           hand delivery or overnight courier of a signed copy of
           this Interim Order will be deemed good and sufficient
           written notice of the entry of this Interim Order;

I. in the event that a Debtor delivers a Rejection Notice to a
    Counterparty, solely with respect to a Counterparty on and
    after receipt by the Counterparty of the Rejection Notice,
    the Debtor will not be required to:

    (a) make any additional payments in respect of prepetition
        deliveries or Existing Positions, or

    (b) provide any additional collateral or maintenance or
        variation margin; provided that nothing in this paragraph
        limits the Counterparty's rights as a result of the
        Debtors' failure to make payments or provide collateral
        or margin;

J. in the event that a Debtor delivers a Rejection Notice to a
    Counterparty or this Court enters an order rejecting a
    Prepetition Trading Contract, the determination of any
    settlement payments or termination payments owing under the
    Prepetition Trading Contract will be made pursuant to the
    terms of the Prepetition Trading Contract and measured as of
    the date the contract is actually terminated;

K. solely with respect to Protected Counterparties, the
    automatic stay provisions of Section 362 are vacated and
    modified to the extent necessary to allow immediate and
    unconditional enforcement of remedies by any Protected
    Counterparty upon the occurrence of any default under the
    Trading Contracts by the Debtors and the Counterparties
    rights will not be modified, stayed, avoided or limited by
    order of the Bankruptcy Court or any Court proceeding under
    the Bankruptcy Code.  The Debtors waive the right and will
    not seek relief to the extent that the relief would in any
    way restrict or impair the rights of any Protected
    Counterparty under the Trading Contracts or this Order;
    provided the waiver will not preclude the Debtors from
    contesting whether a default has occurred under any Trading
    Contract;

L. to the extent that a Counterparty causes the liquidation or
    termination of a Trading Contract pursuant to the terms
    hereof, any margin or collateral held by the Counterparty
    will be applied first to satisfy the Debtors' prepetition
    obligations owing under the contracts and second to satisfy
    the Debtors' postpetition obligations owing under the
    contracts;

M. nothing will preclude a Counterparty from executing a
    Postpetition Assurance Agreement after the occurrence of a
    Waiver Event, in which case the Postpetition Assurance
    Agreement will control and the Counterparty will be deemed to
    be a Protected Counterparty;

N. the benefits and protections of this Interim Order will be
    extended to all Existing Positions and future Trading
    Activities, regardless of whether the transaction matures
    after the expiration of this Interim Order or termination or
    liquidation of any Trading Contract; and

O. the provisions of this Interim Order will remain in effect
    for 55 days after the entry of this Order, without prejudice
    to the Debtors' right to seek an extension and without
    prejudice to any other party to seek relief from this order.
    (Mirant Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
    Service, Inc., 609/392-0900)


MONITRONICS INT'L: S&P Assigns B+ Credit and Sr. Secured Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Monitronics International Inc. At the same time,
Standard & Poor's assigned its 'B+' senior secured rating to
Monitronics' proposed $175 million senior secured term loan B due
2009 and $150 million senior secured revolving credit facility due
2008, and its 'B-' subordinated debt rating to Monitronics'
proposed $200 million senior subordinated notes due 2010. The
outlook is negative. Proceeds from the issues will be used to
repay existing debt and to fund growth.

Dallas, Texas-based Monitronics is a national provider of security
alarm monitoring services to more than 389,000 subscribers.
Monitronics' pro forma total debt at June 30, 2003, was about $375
million.

Monitronics acquires security contracts, which generate a
predictable recurring revenue stream, through its exclusive
network of more than 400 dealers. Its dealer network model allows
the company to minimize operating expenses by outsourcing the
services associated with the sale, maintenance, and installation
of security systems. Instead of incurring these operating
expenses, Monitronics purchases customer accounts from its
dealers; the purchases are reflected on the cash flow statement.
Since customer attrition is about 12% annually, significant
customer acquisitions are necessary to maintain level operating
cash flow.

"We view customer-acquisition costs as an essential part of
Monitronics' business," said Standard & Poor's credit analyst
Edward O'Brien. "We expect internal cash flow to be sufficient to
fund these customer account purchases to offset attrition, but
growth will continue to be debt-financed for at least several
years.

Customer-acquisition costs are considerable and have averaged more
than 75% of total revenues over the past three years. Still,
increased company standards for customer-account acceptance have
slowed attrition in recent years, and industry growth trends
remain favorable.


MOTELS OF AMERICA: Files for Chapter 11 Protection in Illinois
--------------------------------------------------------------
On July 10, 2003, Motels of America, L.L.C., an indirect
subsidiary of MOA Hospitality, Inc., filed a voluntary petition
for relief under Chapter 11 of the United States Bankruptcy Code
in the United states Bankruptcy Court for the Northern District of
Illinois (Case No. 03-29135).

The ownership interests in the Debtor, an operating company that
owns, leases and operates lodging facilities in the United States,
comprise a majority of the assets of the Company. The Debtor will
continue to manage its properties and operate its business as a
"debtor-in-possession" under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code.


MOTELS OF AMERICA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Motels of America LLC
        701 Lee Street Suite 1000
        Des Plaines, Illinois 60016
        dba MOA Motels LLC

Bankruptcy Case No.: 03-29135

Type of Business: Motel chain

Chapter 11 Petition Date: July 10, 2003

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Mohsin N. Khambati, Esq.
                  Nathan F. Coco, Esq.
                  Stephen Selbst, Esq.
                  Mcdermott Will & Emery
                  227 W Monroe
                  Chicago, IL 60606
                  Tel: 312-984-6888

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Super 8 Motels, Inc.        Royalty & Advertising     $822,139
PO Box 371661               Fees, Reservations,
Pittsburgh, PA 15251-7661   Front Desk Computer
                            System Support

Harlom Investment           Tenant Location -         $207,649
                            Refundable Security
                            Deposit - Real Estate
                            Taxes & Capital Account

Floyd Hospitality           Tenant Location -         $194,681
                            Refundable Security
                            Deposit - Real Estate
                            Taxes & Capital Account

Midwest Hospitality         Tenant Location - Real    $179,202
                            Estate Taxes

Nilay, Inc.                 Tenant Location -         $173,614
                            Refundable Security
                            Deposit - Real Estate
                            Taxes & Capital Account

RPH, LLC                    Tenant Location -         $171,618
                            Refundable Security
                            Deposit - Real Estate
                            Taxes & Capital Account     

Letap of Greenwood          Tenant Location -         $159,017
                            Refundable Security
                            Deposit & Real Estate
                            Taxes

Dhavel, Inc.                Tenant Location -         $156,328
                            Refundable Security
                            Deposit & Real Estate
                            Taxes

Safemark Corporation        In-room safes             $127,116

Elkhart Inn, Inc.           Tenant Location -         $119,640
                            Real Estate Taxes &
                            Capital Account - Inn at
                            Elkhart        
      
Jay Ravi Randal, Inc.       Tenant Location -         $114,925
                            Real Estate Taxes &       
                            Capital Account -
                            Springfield, IL Super 8

KNS International LLC       Tenant Location -          $86,462
                            Real Estate Taxes &       
                            Capital Account -
                            Springfield, IL

Growth Investment LLC       Tenant Location -          $84,502
                            Real Estate Taxes &       
                            Capital Account -
                            E. Memphis  

Crystal Lake Inn Corp.      Tenant Location -          $73,022
                            Real Estate Taxes &       
                            Capital Account -
                            Crystal Lake   

Yogi L Inc.                 Real estate Taxes -        $70,324
                            Topeka   

Paraj, Inc.                 Tenant Location -          $68,745
                            Real Estate Taxes -
                            Insurance & Capital
                            Account - Bloomington

Shree Krishna, LLC          Tenant Location -          $37,006
                            Real Estate Taxes &       
                            Capital Account -
                            Tuscola

JK Patel                    Tenant Location -          $66,134
                            Real Estate Taxes &       
                            Capital Account -
                            Hinesville

RWM Enterprises             Tenant Location -          $64,906
                            Real Estate Taxes &       
                            Capital Account -
                            Redwing

Sanjan Singh                Tenant Location -          $63,599
                            Real Estate Taxes &       
                            Capital Account -
                            Rice Lake  


MSX INT'L: Will Hold Second Quarter Conference Call on Monday
-------------------------------------------------------------
MSX International will hold a conference call to discuss second
quarter 2003 financial results at 10:00 a.m. EDT on Monday,
August 11, 2003.  To listen to the call, dial 212-346-7475 and
provide reservation number 21156350.

A replay of the call will be available beginning at 12:00 p.m. EDT
Monday, August 11, 2003 at 800-633-8284 (Domestic) or 402-977-9140
(International), with the same reservation number.

MSX International, headquartered in Southfield, Mich., is a global
provider of technical business services.  The company combines
innovative people, standardized processes and today's technologies
to deliver a collaborative, competitive advantage.  MSX
International has over 7,000 employees in 25 countries.  Visit
their Web site at http://www.msxi.com

As reported in Troubled Company Reporter's July 9, 2003 edition,
Standard & Poor's Ratings Services assigned its 'B' rating to
MSX's proposed offering of $100 million senior secured notes, with
a second lien, due in 2007 (144A with registration rights). The
proceeds from the notes offering will be used to significantly
reduce commitment levels under MSX's senior credit facilities. In
addition, Standard & Poor's affirmed its 'B+' corporate credit
rating on MSX and its 'B-' rating on the subordinate debt. The
'B+' rating on MSX's senior secured credit facility was withdrawn.


N-STAR REAL ESTATE: S&P Assigns BB+ Rating to Class D Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to N-Star Real Estate CDO I Ltd./N-Star Real Estate CDO I
Corp.'s $384 million notes.

The preliminary ratings are based on information as of Aug. 5,
2003. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

-- The expected commensurate level of credit support in the form
   of subordination to be provided by the notes junior to the
   respective classes and by the preference shares and
   overcollateralization;

-- The cash flow structure, which is subject to various stresses
   requested by Standard & Poor's;

-- The experience of the collateral advisor;

-- The coverage of interest rate risks through hedge agreements;
   and

-- The legal structure of the transaction, which includes the
   bankruptcy remoteness of the issuer.

                  PRELIMINARY RATINGS ASSIGNED

   N-Star Real Estate CDO I Ltd./N-Star Real Estate CDO I Corp.

          Class                 Rating      Amount (mil. $)
          A-1                   AAA                     250
          A-2                   AAA                      60
          B-1                   A                        15
          B-2                   A-                       10
          C-1                   BBB+                     10
          C-2                   BBB                      25
          D                     BB+                      14
          Preference shares     N.R.                     18


NACIO SYSTEMS: Inks Pact to Sell All Capital Stock to eSynch
------------------------------------------------------------
eSynch Corporation, a Delaware corporation, signed, but has not
consummated, an agreement to acquire all of the outstanding  
capital stock of Nacio Systems, Inc., a California corporation.  
The acquisition was to be pursuant to an exchange of stock between
holders of NSI stock and eSynch conducted in accordance with the
original Plan of  Reorganization of NSI under Chapter 11 of the
U.S. Bankruptcy Code. NSI amended the Plan on April 25, 2003 which
was  approved by the Bankruptcy Court on May 22, 2003.  The Court
ordered eSynch to undo the previous acquisition of NSI capital
stock and undo the stock issuance previously consummated by eSynch
and the common and preferred shareholders of NSI. eSynch is
appealing that decision of the Bankruptcy Court but will only hope
to receive monetary damages.

The previous Exchange Ratio was calculated based on the issuance
under the Plan of .5858 share of eSynch's authorized and
previously unissued common shares in exchange for one (1) whole
share of common stock of NSI and 1.8841 of eSynch's  authorized
and previously unissued common shares in exchange for one (1)
whole share of the Series A and Series B preferred stock of NSI.  
eSynch therefore paid NSI a total of 30 million shares of the
Company's common shares for all  the common and preferred shares
of NSI representing a total value of $1,200,000 in shares of
eSynch's authorized and unissued common stock (valued at $0.04 per
eSynch share) plus an investment in NSI's working capital of
$500,000.

eSynch intended to continue to operate the business of NSI as a
stand-alone subsidiary.  There may be some uncertainty  concerning
making an estimate of the value of NSI; however, eSynch estimated
the value of the long-lived assets at approximately $8 million.

Former director and President of eSynch, David Lyons, personally
benefited from the amendment of the Plan. He timed his resignation
on April 22, 2003, from the Company's Board and from the office of
President to coincide with his revealing that he was joining the
new Nacio investors group to take the opportunity from eSynch.  
According to eSynch, Lyons was trying to do away with, by his own
admission, any and all of his fiduciary duties to eSynch and its
stockholders.

eSynch considers all of the capital stock of its Company that had
been issued in exchange for shares of NSI to have been forfeited
by the NSI holders due to the amendment of the Plan and eSynch is
endeavoring to recover all of the stock certificates that have
been thus voided.

eSynch considers David Lyons to have intentionally breached his
fiduciary duties, knowing that his conduct would not be in the
best interests of eSynch and its stockholders. Stockholders have
begun to sue Mr. Lyons to recover alleged damages.


NANTICOKE HOMES: Secures OK to Hire Master Sidlow as Accountants
----------------------------------------------------------------
NHI, Inc., sought and obtained approval from the U.S. Bankruptcy
Court for the District of Delaware to employ Master Sidlow &
Associates, P.A. as its Accountants.

Master Sidlow is one of the best known full service accounting
firms in the State of Delaware. It specializes in business
valuations, forensic accounting and litigation support services.

Master Sidlow will provide accounting services for the Debtor
during the course of this chapter 11 case.  If requested, Master
Sidlow will also be prepared to expand their engagement to prepare
federal and state income tax returns for the 2001 and 2002 fiscal
years.

The Debtor will pay Master Sidlow's customary hourly rates:

          Directors           $200 - $225 per hour
          Principals          $165 - $190 per hour
          Supervisors         $ 95 - $125 per hour
          Seniors             $ 75 - $90 per hour
          Staff               $ 70 - $72 per hour
          Clerical            $ 52 per hour

Judith Scarborough, a shareholder director in Master Sidlow leads
the engagement team in this retention.

Nanticoke Homes, Inc., filed for chapter 11 protection on March
01, 2002 (Bankr. Del. Case No. 02-10651).  Stephen W. Spence,
Esq., at Philippe, Goldman & Spence, P.A., represents the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated debts and
assets of more than $10 million each.


NAT'L STEEL: Seeks Open-Ended Lease Decision Period
---------------------------------------------------
National Steel Corporation and its debtor-affiliates ask the Court
to extend the time within which they may assume or reject
unexpired non-residential real property leases.  This is the
Debtors' fourth request for an extension and they want the
deadline extended through confirmation of their Plan.

Though many of their non-residential real property leases were
either assumed or rejected as part of the sale of their assets to
U.S. Steel, the Debtors continue to review their remaining
leases.  The Debtors assert that they are not passive in
evaluating their assets and leases as proven by the fact that
they have asked the Court to reject certain executory contracts.
Accordingly, the Debtors seek an extension of the lease decision
deadline to preserve whatever rights they maintain in their
unexpired leases.  The Debtors ascertain that no parties will be
prejudiced by an extension.

The Debtors maintain that the size and complexity of their
Chapter 11 cases constitutes "cause" for their request.  In
addition, the Debtors' leased spaces are vital to their
reorganization efforts and are an integral component of the
strategic business plan.  An extension, the Debtors explain, will
not prejudice their creditors because the Debtors will pay any
required monthly rent attributable postpetition.  Moreover, the
Debtors have the financial ability and they intend to continue
performing their obligations under Section 365(d)(3) of the
Bankruptcy Code.  The Debtors have sufficient liquidity to make
the necessary payments under the Unexpired Leases. (National Steel
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NATIONSRENT INC: Wants Clearance for Finova Financing Agreement
---------------------------------------------------------------
As part of their Equipment Review Program, NationsRent Inc., and
its debtor-affiliates have been actively involved in arm's-length
discussions with Finova Capital Corporation regarding their
obligations under various prepetition agreements.  The Debtors
regularly obtained equipment from various vendors, including
Finova, by entering into leases, purchase and financing agreements
and secured financing agreements characterized as leases.

The parties' negotiations culminated in a Master Equipment
Financing, Security and Settlement Agreement.  By this motion, the
Debtors ask the Court to approve the Financing Agreement.

The principal terms of the Financing Agreement are:

    (a) The Debtors will purchase the Finova equipment by
        borrowing $1,857,592 from Finova;

    (b) Finova will make a loan to the Debtors in the principal
        amount equal to the Purchase Price.  Conversely, the
        Debtors will issue to Finova a promissory note, which
        will identify the equipment items subject to the Loan.
        Beginning on April 1, 2003, the unpaid principal amount of
        the Loan has accrued interest at 7% per annum.  The
        Debtors have started paying the interest on July 1, 2003
        and will continue to pay the interest quarterly in
        arrears;

    (c) To secure the Debtors' outstanding obligations under the
        Financing Agreement and with respect to the Loan, Finova
        will have a purchase money security interest in the
        Equipment, including proceeds from it.  The Financing
        Agreement contemplates a modification of the automatic
        stay imposed by operation of Section 362 of the Bankruptcy
        Code to permit Finova to:

          (i) file necessary or appropriate documents to perfect
              its security interests and liens; and

         (ii) upon the occurrence of an event of default:

              -- terminate the Financing Agreement, the Note and
                 any other documents, agreements or instruments
                 executed or delivered in connection with the
                 Loan;

              -- declare the Debtors' outstanding obligations
                 under the Financing Agreement and the Note
                 immediately due and payable;

              -- exercise the rights of a secured party under the
                 Uniform Commercial Code to take possession and
                 dispose of the collateral under the Financing
                 Agreement and the Loan; and

              -- exercise any other rights or remedies permitted
                 to Finova under applicable law.  As a result,
                 the Debtors will authorize Finova to file
                 financing statements under the Uniform Commercial
                 Code and agree to execute and deliver promptly,
                 as Finova may reasonably request, all appropriate
                 documents to perfect and maintain the perfection
                 of its security interests;

    (d) The parties will terminate their Prepetition Agreements.
        Finova will be allowed an aggregate $2,242,160 unsecured
        non-priority claims for its deficiency claims and other
        general unsecured claims arising from the Prepetition
        Agreements.  The Bankruptcy Related Claims are determined
        after giving the Debtors a credit for the original
        principal amount of the Loan.  Finova will have no further
        claims against the Debtors with respect to the Prepetition
        Agreements; and

    (e) Finova will fully release the Debtors and their affiliates
        from any and all claims, causes of action, liabilities and
        obligations arising under the Prepetition Agreements.  The
        Debtors will grant a similar release to Finova.

Rebecca L. Scalio, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, notes that the Financing Agreement allows
the Debtors to purchase Finova's Equipment at a reasonable price
and financing terms.  The monthly payments due under the Loans
are significantly lesser than the monthly payments under the
Prepetition Agreements.  Ms. Scalio asserts that the secured
financing is required by Finova to enter into the Financing
Agreement.  Finova had advised the Debtors that it would be
unwilling to provide the financing on unsecured, administrative
expense terms. (NationsRent Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NEXTEL PARTNERS: S&P Junks $125MM Convertible Sr. Notes at CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
the $125 million 1.5% convertible senior notes due 2008 by
Kirkland, Washington-based wireless service provider Nextel
Partners Inc.

Simultaneously, Standard & Poor's affirmed its 'B-' corporate
credit rating on the company. The outlook remains stable. Although
Nextel Communications Inc. owns about 30% of the company, it does
not provide any credit support to Nextel Partners. Pro forma for
this issuance, total debt is about $1.7 billion.

"The ratings on Nextel Partners reflect its high debt leverage and
negative free cash flow prospect in the near term," said Standard
& Poor's credit analyst Michael Tsao.  

The company acquired substantial debt in the past several years to
build out its network. Despite recent efforts to de-lever through
debt-for-equity exchanges, debt-to-annualized EBITDA leverage
remained high. Nextel Partners is likely to remain weak with
respect to cash flows. The combination of high leverage and
continuing negative cash flow does not give the company much
safety margin against risks relating to upcoming wireless number
portability, competition in the longer-term, and the economy.
Somewhat offsetting these concerns has been Nextel Partners'
adequate liquidity and ability to effectively counter competition
in the next two years.


NEXTWAVE TELECOM: Cingular Agrees to Acquire Assets for $1.4BB
--------------------------------------------------------------
Cingular Wireless and NextWave Telecom announced an agreement for
Cingular to purchase licenses from NextWave to provide wireless
services in 34 markets for $1.4 billion.

The licenses, which cover approximately 83 million potential
customers, are for spectrum primarily in markets where Cingular
currently has voice and data operations.

The transaction is subject to review and approval by the
Bankruptcy Court overseeing NextWave's reorganization and by the
FCC.

"While this deal allows Cingular to enhance our spectrum position
in many of our larger existing markets, it is primarily for the
future growth of the company," said Mark Feidler, Chief Operating
Officer for Cingular Wireless. "This spectrum will allow us more
room to provide additional services and products, to expand
coverage in some of our key markets and to better accommodate
overall growth."

"This agreement represents a major step forward in our
reorganization process," said Allen Salmasi, NextWave's Chairman
and CEO. "The proceeds of the deal will enable us to satisfy a
significant portion of our obligations to the government and to
other creditors. The transaction strengthens NextWave's
capitalization and positions the company to complete its
reorganization and initiate the build out of its next generation
broadband wireless network in a significant number of markets,
including New York, Los Angeles, Washington, D.C., and in other
major markets around the country."

Under terms of the deal, Cingular would pay $1.4 billion in cash,
and obtain FCC authorization to operate on 10 MHz of broadband PCS
(1900 MHz) spectrum in the following markets:

Los Angeles, CA; Chicago, IL; San Francisco, CA; Dallas, TX;
Houston, TX; Washington, DC; Atlanta, GA; Boston, MA; San Diego,
CA; Baltimore, MD; Portland, OR; Sacramento, CA; Las Vegas, NV;
Salt Lake City, UT; Allentown, PA; Harrisburg, PA; Springfield,
MO; Sarasota, FL; Manchester, NH; Portland, ME; Lakeland, FL;
York, PA; Lancaster, PA; Poughkeepsie, NY; Reading, PA;
Hagerstown, MD; Temple, TX; Gainesville, FL; Tyler, TX; Joplin,
MO; Salisbury, MD; and Kankakee, IL.

Cingular would also obtain FCC authorization to operate on 20 MHz
in the 1900 MHz band in Tampa, FL and El Paso, TX.

Cingular currently provides service in all of these markets except
for Portland, OR; Salt Lake City, UT; El Paso, TX; Manchester, NH;
Hagerstown, MD; Salisbury, MD; and Kankakee, IL.

NextWave also holds FCC authorizations to operate on 1900 MHz
spectrum in 61 other markets.

The two companies will present the bidding procedures relating to
the offer and, ultimately, the results of an auction to be held by
NextWave to the U.S. Bankruptcy Court for the Southern District of
New York for its approval. NextWave voluntarily initiated
bankruptcy reorganization procedures in June 1998.

Once bankruptcy court approval is obtained, the transaction will
be submitted to the FCC for approval of the license transfers.
NextWave and the FCC have negotiated a separate term sheet that
provides for payment of NextWave's financial obligation to the
U.S. Treasury associated with the license rights to be assigned to
Cingular.

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  

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


NORTHWEST AIRLINES: Flies 6.7BB Revenue Passenger Miles in July
---------------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) announced a systemwide July load
factor of 83.7 percent, 3.2 points above July 2002.  Systemwide,
Northwest flew 6.71 billion revenue passenger miles (RPMs) and
8.02 billion available seat miles (ASMs) in July 2003, a traffic
decrease of 3.9 percent on a 7.5 percent decrease in capacity
versus July 2002.

Northwest Airlines (S&P, B+ Corporate Credit Rating) 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. In 2002, consumers from throughout the world
recognized Northwest's efforts to make travel easier. A
2002 J.D. Power and Associates study ranked airports at Detroit
and Minneapolis/St. Paul, home to Northwest's two largest hubs,
tied for second place among large domestic airports in overall
customer satisfaction. Readers of TTG Asia and TTG China named
Northwest "Best North American airline."

For more information pertaining to Northwest, visit Northwest's
Web site at http://www.nwa.com


NRG ENERGY: Court Approves $250 Million DIP Financing from GECC
---------------------------------------------------------------
The Connecticut Light and Power Company objects to the NRG Energy
Debtors' request to obtain postpetition financing from General
Electric Capital Corporation on these grounds:

    (1) As fiduciaries of the estates, the Debtors are obliged to
        proceed in good faith in the plan process and not by any
        means forbidden by law; and

    (2) There is no apparent effort or good faith on the Debtors'
        behalf to otherwise comply with and appropriately fund or
        finance the operations.

John B. Nolan, Esq., at Day, Berry & Howard, in Hartford,
Connecticut, adds CL&P expressly reserves all of its rights in
connection with the confirmation of any plan, including but not
limited to, its rights to contest the bona fides of the Debtors
and their affiliates to otherwise satisfy Section 1129 of the
Bankruptcy Code.

                          *     *     *

The Court grants the Debtors' request to obtain postpetition
financing from General Electric Capital Corporation.  Any
objections that have not been withdrawn, including CL&P's
objection, are overruled.

Furthermore, Judge Beatty orders that the Borrowers will not use
Advances or Cash Collateral to make any disbursements to or for
the benefit of:

    (1) CL&P, unless further agreed to by the Agent, Lenders,
        Bondholders Committee and Committee or further order of
        the Court,

    (2) Berrians, without the consent of the Bondholders Committee
        and the Committee, and

    (3) Arthur Kill Power LLC, which exceed $1,000,000 on account
        of a new gas pipeline, without consent of the Bondholders
        Committee and the Committee.

Pursuant to Sections 364(c) and 364(d) of the Bankruptcy Code,
the Court orders that the financing under the DIP Loan Agreement:

    (i) have priority  over any and all administrative expenses,
        including without limitation, the kind specified in
        Sections 503(b) and 507(b) of the Bankruptcy Code, except
        the Carve-Out;

   (ii) prime the liens, claims and interests granted under the
        Prepetition Debt Facility, and NRG Energy's security
        interest in the Collateral granted in connection with that
        certain intercompany note;

  (iii) be secured by a first priority security interest in, and
        lien upon, all existing and hereafter acquired property of
        the Borrowers' and the Borrowers' estates and NGH and NRG
        Eastern and their estates; and

   (iv) be secured by a second priority security interest in and
        lien upon all Collateral otherwise encumbered by Permitted
        Encumbrances, all as provided by Section 364(c) of the
        Bankruptcy Code.

Pursuant to Section 364(d) of the Bankruptcy Code, the Court also
orders that the financing under the DIP Loan Agreement prime:

    (i) NRG Energy Liens; and

   (ii) the liens, claims and interests of the secured bonds,
        which were issued under that certain Indenture and that
        certain First Supplemental Indenture, dated February 22,
        2000, each among NE Genco, as issuer, the guarantors and
        HSBC Bank USA, as successor to The Chase Manhattan Bank,
        as Trustee. (NRG Energy Bankruptcy News, Issue No. 7;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


NTELOS INC: Four of Five Voting Classes Accept Joint Plan
---------------------------------------------------------
NTELOS Inc., announced that its Joint Plan of Reorganization has
been accepted by all classes entitled to vote on the Plan.

Based upon the votes received by the August 1, 2003 voting
deadline, the Plan was unanimously accepted by four of the five
voting classes. In the remaining class, consisting of general
unsecured creditors, 94% in number and 96% in principal amount, of
the votes received accepted the Plan. The final voting report was
filed Tuesday with U.S. Bankruptcy Court for the Eastern District
of Virginia.

The Plan must be confirmed by the Bankruptcy Court. The
confirmation hearing is scheduled before the Bankruptcy Court on
August 11, 2003, at 2:00 p.m.

NTELOS Inc. is an integrated communications provider with
headquarters in Waynesboro, Virginia. NTELOS provides products and
services to customers in Virginia, West Virginia, Kentucky,
Tennessee and North Carolina, including wireless digital PCS,
dial-up Internet access, high-speed DSL (high-speed Internet
access), and local and long distance telephone services. Detailed
information about NTELOS is available online at
http://www.ntelos.com


OPAL CONCEPTS: Sells Fantastic Sams to Cheveux for $17 Million
--------------------------------------------------------------
Barrington Associates announced that Cheveux Acquisition, LLC has
purchased the assets of Fantastic Sams from Opal Concepts, Inc.,
which was operating under Chapter 11 bankruptcy protection.
Fantastic Sams is one of the largest franchised hair salon chains
in the country with approximately 1,300 salons operating under its
name.

Barrington Associates initiated the transaction, assisted in
negotiations and acted as financial adviser to Opal Concepts, Inc.

"We've worked with Barrington Associates on several projects in
the past and were confident that the firm would run a very
competitive process and attain the highest value for us," said
Michael Solomon, chairman of M. Solomon & Associates, Inc.,
restructuring advisor and consultant to Opal Concepts, Inc. "In
fact, the final purchase price paid for the assets represented a
26 percent increase over the original stalking horse bid."

Cheveux Acquisition, a group formed by four entrepreneurs who own
the New England franchise rights for Fantastic Sams, was backed by
New York-based private equity firm Pouschine Cook Capital
Management and G.E. Capital. The sale was completed pursuant to
Section 363 of the U.S. Bankruptcy Code and was approved by U.S.
District Judge John Ryan on July 24, 2003.

"Given its financial situation, Opal Concepts was looking for a
strong buyer of Fantastic Sams," said Mike Rosenberg, managing
director of Barrington Associates. "Utilizing our salon industry
knowledge from the sale of Joico Laboratories, a leading hair care
products supplier to professional salons, and our franchising
experience from the sale of ChemDry, the world's largest carpet
cleaning franchisor, we were able to conduct a successful auction
that resulted in an attractive valuation for the Fantastic Sams
franchise system. As one of the largest hair salon franchise
systems in the country, Fantastic Sams generated significant
interest among both strategic and financial buyers."

In May, Barrington Associates also arranged the sale of Opal's
salon assets to Regis Corporation, the country's largest salon
operator.

Headquartered in Los Angeles, Barrington Associates is one of the
nation's leading financial advisory firms serving middle market
companies, with expertise in mergers and acquisitions,
restructuring and arranging private capital. Founded in 1982, the
firm is one of the largest specialty investment banks in the
western United States, having completed more than 350 transactions
with an aggregate value in excess of $12 billion. Barrington
Associates specializes in transactions with a valuation range
between $15 million and $1 billion. Barrington Associates has
offices in Los Angeles, San Francisco and Orange County and was
recently recognized as one of the leading Boutique Middle-Market
M&A firms of the year by M&A Advisor magazine.

Barrington Associates' Institutional Restructuring Group has
advised on numerous transactions where distressed or bankrupt
companies were involved. The firm has proven that, despite a
company's financial difficulties, valuations can be maximized
through a highly competitive, well-orchestrated sale process.
Previous transactions have included the sale of the Los Angeles
Kings to Majestic / Anschutz Venture, L.P., the sale of Pasqua
Coffee to Starbucks, the sale of Applause, Inc. and the sale of
Maxicare's northern and southern California operations.


OWENS & MINOR: Commences Redemption of $2.6875 Conv. Securities
---------------------------------------------------------------
Owens & Minor, Inc. (NYSE: OMI) has initiated the redemption of
all of the outstanding $2.6875 Term Convertible Securities, Series
A issued by Owens & Minor Trust I, a business trust owned by the
Company. As of August 4, 2003, there was an aggregate of 2,087,306
TECONS outstanding (or $104,365,300 aggregate liquidation amount).
All of the outstanding TECONS will be redeemed on September 4,
2003 at a redemption price of 102.0156% of the liquidation amount
(or $51.01 per $50 TECONS) thereof, plus accumulated and unpaid
distributions to September 4, 2003. The TECONS called for
redemption are convertible into Owens & Minor's common shares at
any time prior to the close of business on September 3, 2003 at
the conversion rate of 2.4242 common shares for each TECONS (equal
to a conversion price of $20.625 per common share).

All of the TECONS are held in book-entry form through brokerage
firms and banks. Therefore, holders may convert their TECONS by
instructing the bank or broker through which their TECONS are held
to deliver an irrevocable conversion notice through The Depository
Trust Company, to the conversion agent, Bank One Trust Company,
N.A. In addition, the redemption agent will be Bank One Trust
Company, N.A.

The Company expects to fund the redemption of any TECONS not
converted to common shares from its available cash and existing
financing facilities.

Owens & Minor, Inc. (S&P/BB+/Stable), a Fortune 500 company
headquartered in Richmond, Virginia, is the nation's leading
distributor of national name brand medical/surgical supplies. The
company's distribution centers throughout the United States serve
hospitals, integrated healthcare systems and group purchasing
organizations. In addition to its diverse product offering, Owens
& Minor helps customers control healthcare costs and improve
inventory management through innovative services in supply chain
management and logistics. The company has also established itself
as a leader in the development and use of technology. For news
releases, more information about Owens & Minor, and virtual
warehouse tours, visit the company's Web site at
http://www.owens-minor.com


P-COM: Converts 7% Convertible Notes into Preferred Stock
---------------------------------------------------------
P-Com, Inc. (OTC Bulletin Board: PCOM), a worldwide provider of
wireless telecom products and services, announced a restructuring
of its 7% Convertible Subordinated Notes due 2007, resulting in
the conversion of the Notes into preferred stock.

As a result of the restructuring, principal and accrued interest
of $21,138,000 has converted into 1,000,000 shares of Series B
Convertible Preferred Stock with a stated value of $21.138 per
share. Each share of Series B converts into common at $.20 per
share. The holders of the Series B have agreed to convert into
common stock upon receipt of shareholder approval increasing the
number of authorized shares of common stock to allow for
conversion, and upon completion of a qualified equity financing.

"This is a very positive step forward for P-Com that will allow us
to significantly reduce our debt, including interest expense,"
said P-Com Chairman George Roberts. "This results in a significant
improvement to our balance sheet and is an important step in the
completion of our previously announced restructuring plan."

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

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


PG&E NATIONAL: Look for USGen's Schedules & Statements by Aug 21
----------------------------------------------------------------
Rule 1007(c) of the Federal Rules of Bankruptcy Procedure
provides that:

      "The schedules and statements . . . shall be filed with
      the petition in a voluntary case, or if the petition is
      accompanied by a list of all the debtor's creditors and
      their addresses, within 15 days thereafter . . . . Any
      extension of time for the filing of schedules and
      statements may be granted only on motion for cause
      shown. . . ."

According to John Lucian, Esq., at Blank Rome LLP, in Baltimore,
Maryland, USGen New England Inc. has been working diligently to
gather the necessary information to complete its Schedules of
Assets and Liabilities and Statement of Financial Affairs.
However, given the complex nature of the USGen's business affairs
and the need to continue operating its business while the
necessary information is being compiled, USGen does not believe
that it can complete the preparation of the Schedules and
Statements within the required 15 days after the Petition Date.

Mr. Lucian explains that to prepare complete and accurate
Schedules and Statements as required by Section 521 of the
Bankruptcy Code and Bankruptcy Rule 1007(b), USGen must gather
and review numerous documents.  But this task is particularly
burdensome because the individuals available to complete the task
on USGen's behalf must divide their time between gathering the
necessary information and managing USGen's complex business
operations.

USGen anticipates that it will require at least 60 more days from
the Petition Date to gather the information necessary to complete
accurately the Schedules and Statements.  USGen is prepared to
work diligently during this period, and to either file the
Schedules and Statements, or to account to the Court on its
progress and to explain the need for further time.

Accordingly, Judge Mannes allows USGen until August 21, 2003 to
file its Schedules and Statements. (PG&E National Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PHILIP SERVICES: Gets Nod to Access $35 Million DIP Financing
-------------------------------------------------------------
Philip Services Corporation (OTC:PSCD.PK)(TSE:PSC) announced that
the US Bankruptcy Court for the Southern District of Texas has
approved a commitment for $35 million in debtor-in-possession
(DIP) loan facility from an affiliate of Icahn Associates Corp.

The DIP financing availability is effective immediately and will
remain in place until a plan of reorganization is confirmed by the
court, the Company sells its assets under Section 363 of the
Bankruptcy Code, or Dec. 31, 2003, whichever occurs first. The
Company and 43 of its subsidiaries filed for protection under
Chapter 11 on June 2, 2003. The DIP financing along with existing
consensual use of cash collateral held by a senior secured lender
will enable the Company to continue normal operations during the
reorganization proceedings.

At the same time, the Company agreed to a proposed "stalking
horse" plan of reorganization with another affiliate of Icahn
Associates Corp. and filed a notice of opportunity for other third
parties to submit alternative reorganization plans or purchase
assets under Section 363. The Company will solicit alternative
plan proposals as well as bids for all or defined parts of the
Company's assets until Aug. 29, 2003. Thereafter, the Company will
select, and the Court will hold hearings to confirm, the highest
and best proposal. The "stalking horse" proposal also contains
certain rights to a break up fee of $5 million and up to $1
million in expense reimbursement if the Icahn Associates affiliate
is not the prevailing bidder.

"The approval of this motion by the Bankruptcy Court provides
stability to the continuing operations of the Company. We have
sufficient funding to last until the end of the year, and the
assurance of at least one reorganization plan that will keep the
Company as an ongoing entity," said Robert L. Knauss, Principal
Executive Officer and Chairman of the Board. Mr. Knauss added,
"The way is also open for other competing plans or purchase
proposals by other third parties."

Headquartered in Houston, Texas, Philip Services Corporation is an
industrial and metals services company with two operating groups:
PSC Industrial Services provides industrial cleaning and
environmental services; and PSC Metals Services delivers scrap
charge optimization, inventory management, remote scrap sourcing,
by-products services and industrial scrap removal to major
industry sectors throughout North America. For more information
about the Company, call 713/623-8777.


PILLOWTEX CORP: GGST Begins Soliciting Bids to Acquire Assets
-------------------------------------------------------------
GGST LLC, a joint venture of Gibbs International, SB Capital
Group, Gordon Brothers Retail Partners LLP, and Tiger Capital
Group, has begun seeking parties interested in acquiring
particular assets of Pillowtex Corp., which on July 30 filed for
relief under Chapter 11 of the U.S. Bankruptcy Code.

GGST LLC, whose principals are highly experienced in repositioning
distressed companies, has initiated the process according to its
signed definitive agreement to purchase certain assets and the
rights to sell particular assets of Pillowtex. GGST LLC has
expressed that it will not operate any portion of Pillowtex, and
will make every effort to sell Pillowtex assets in a way that will
allow for the continuation of operations when and where possible.

Representatives of GGST LLC have received numerous inquiries about
certain Pillowtex assets. GGST LLC and its representatives plan to
meet with government officials and business interests as
expeditiously as possible in an effort to address all concerns and
questions regarding the transaction.

Any inquiries can be directed to John Deem or Steve Luquire at
Luquire George Andrews, 704-552-6565.


PILLOWTEX CORP: Bringing-In Morris Nichols as Bankruptcy Counsel
----------------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates want to retain and
employ Morris, Nichols, Arsht & Tunnel, in Wilmington, Delaware as
their local bankruptcy attorneys.

Pillowtex retained Morris Nichols in connection with the
prosecution of their prior bankruptcy proceeding.  In that regard,
Morris Nichols represented the Debtors as co-counsel with respect
to all aspects of those proceedings, both before and after the
effective date of the plan of reorganization filed in those cases.

The Debtors selected Morris Nichols because of:

    (a) the firm's extensive experience, knowledge and resources
        in the fields of, inter alia, debtors' and creditors'
        rights and business reorganizations under Chapter 11 of
        the Bankruptcy Code;

    (b) Morris Nichols's expertise, experience, and knowledge in
        practicing before the Court, its proximity to the Court,
        and its ability to respond quickly to emergency hearings
        and other matters in the Court; and

    (c) Morris Nichols' familiarity with the Debtors' businesses
        and affairs as representative of the Debtors in the Prior
        Bankruptcy Filing.

Morris Nichols will render these professional services:

    (a) perform all necessary services as the Debtors' counsel in
        connection with the Chapter 11 cases, including, without
        limitation, providing the Debtors with advice concerning
        their rights and duties as debtors-in-possession,
        representing the Debtors, and preparing all necessary
        documents, motions, applications, answers, orders, reports
        and papers in connection with the administration of the
        Chapter 11 cases on behalf of the Debtors;

    (b) take all necessary actions to protect and preserve the
        Debtors' estates during the pendency of their Chapter 11
        cases, including:

        -- prosecute actions by the Debtors;

        -- defend any actions commenced against the Debtors;

        -- negotiate concerning all litigation that the Debtors
           are involved; and

        -- object to claims filed against the estates; and

    (c) represent the Debtors at hearings, meetings, conferences,
        and others, on matters pertaining to the affairs of the
        Debtors as debtors-in-possession.

Because of their respective well-defined roles as counsel to the
Debtors, Debevoise and Morris Nichols will not duplicate the
services that they provide to the Debtors.

Subject to Court approval in accordance with Sections 330 and 331
of the Bankruptcy Code, the Bankruptcy Rules, and applicable
orders and local rules of the Court, the Debtors propose to pay
Morris Nichols its customary hourly rates in effect from time to
time, plus reimbursement of actual, necessary expenses incurred
by Morris Nichols on the Debtors' behalf.  These are Morris
Nichols' customary hourly rates that are subject to periodic
adjustments to reflect economic and other conditions:

          Professional                  Rates
          ------------              ------------
          Partners                   $360 - 525
          Associates                  220 - 330
          Paraprofessionals           155
          File Clerks                  80

The cost cannot be estimated with certainty because it is
probable that the Debtors will require Morris Nichols to render
extensive legal services.  It is necessary and essential that the
Debtors, as debtors-in-possession, employ attorneys under a
general retainer to render the services.  In anticipation of the
Prior Bankruptcy Filing, Morris Nichols received $100,000 from
the Debtors as a retainer for legal services rendered and
expenses incurred in contemplation of the preparation,
commencement and prosecution of the cases.

According to William H. Sudell, Jr., Esq., Morris Nichols has no
connection with the Debtors, their creditors, the United States
Trustee or any other party with an actual or potential interest
in the Chapter 11 cases or their respective attorneys or
accountants.  None of Morris Nichols' partners, counsel or
associates also hold or represent any interest adverse to the
Debtors' estates.

Furthermore, Morris Nichols has undertaken a detailed search to
determine, and to disclose, whether it is or has been employed by
any significant creditors, equity security holders, insiders or
other parties-in-interest in unrelated matters.  However, because
the Debtors are a large enterprise with thousands of creditors
and other relationships, Morris Nichols is unable to state with
certainty that every client representation or other connection
has been disclosed.  In this regard, if Morris Nichols discovers
additional information that requires disclosure, Morris Nichols
will file supplemental disclosures with the Court as promptly as
possible.  For these reasons, the Debtors assert that Morris
Nichols is a disinterested person as defined in Section 101(14)
of the Bankruptcy Code. (Pillowtex Bankruptcy News, Issue No. 47;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PRIMUS TELECOMMS: June 30 Balance Sheet Upside-Down by $127 Mil.
----------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (Nasdaq:PRTL), a
global telecommunications services provider offering an integrated
portfolio of voice, data, Internet, and Web hosting services,
announced record results for the second quarter 2003.

"I am delighted to report yet another record quarter for PRIMUS,"
stated K. Paul Singh, Chairman and Chief Executive Officer. "We
have now experienced revenue growth for five consecutive quarters,
culminating in a record $320 million net revenue in the second
quarter, aided by favorable foreign exchange rates. Assuming the
foreign currency exchange rates remain stable, we are on
trajectory to reach the high end of our goal of 20% to 25% revenue
growth in 2003 over the prior year and to attain our goal of
generating between $50 million and $60 million in income from
operations in 2003. Our earnings goal, assuming stable currency
exchange rates for the remainder of this year, is to produce
between $0.38 and $0.42 income per diluted share for the full year
2003.

"We also reduced our long-term debt by $20 million during the
second quarter, further strengthening our balance sheet. Our on-
going debt reduction efforts, combined with our strengthening
operating performance, has improved our key financial ratios. This
continuing improvement should enable PRIMUS, at the appropriate
time, to refinance its debt at more favorable interest rates and
increase our cash flow."

                 First Quarter Financial Results

PRIMUS's net revenue in the second quarter 2003 was $320 million,
compared with $251 million for the second quarter 2002 and $300
million in the first quarter 2003. "Our increase in revenue, 27%
year-over-year and 7% sequentially, is attributable to growth in
our retail business, including data/Internet, voice-over-Internet
protocol services and Virtual Mobile Network Operator products as
well as favorable foreign currency exchange rates," stated Neil L.
Hazard, Chief Operating Officer. Net revenue for the second
quarter on a geographic basis was derived as follows: 37% from
North America, 36% from Europe, and 27% from Asia-Pacific. The mix
of revenues by customer type in the second quarter was 80% retail
(29% business and 51% residential) and 20% carrier, essentially
the same as the first quarter 2003 revenues. Data/Internet and
VoIP revenues, were $51 million in the second quarter,
representing 16% of total revenues, as compared to $45 million in
the first quarter 2003.

Gross margin for the second quarter 2003 was a record $124
million, reflecting the Company's higher level of revenue, a
greater percentage of retail revenue, and effective management of
cost of revenue, compared with $85 million in the second quarter
2002 and $110 million in the first quarter 2003. Gross margin for
the second quarter 2003 as a percentage of net revenue was a
record 38.7%, an increase of 470 basis points over 34.0% in the
second quarter 2002, and 190 basis points over 36.8% in the first
quarter 2003.

Selling, general and administrative (SG&A) expenses for the second
quarter 2003 increased to $89 million or 27.9% of net revenue, as
compared to $62 million or 24.5% of net revenue for the second
quarter 2002, and $78 million or 25.8% of net revenue for the
first quarter 2003, due to increased sales and marketing expenses,
consisting primarily of advertising costs and sales agent
commissions.

Income from operations was a record $13 million in the second
quarter 2003, as compared to $4 million in the second quarter 2002
and $12 million in the first quarter 2003.

PRIMUS's net income in the second quarter 2003 was $20 million,
compared with a loss of $12 million in the second quarter 2002 and
net income of $11 million in the first quarter 2003. Contributing
to PRIMUS's net income were gains on early extinguishment of debt
and foreign currency transactions. In the second quarter 2003,
PRIMUS purchased in the open market $10 million in principal
amount of its high yield notes for $6 million (excluding accrued
interest payments) and settled a vendor debt of $15 million with a
cash payment of $11 million. These transactions resulted in an
aggregate gain of $8 million that has been reported as an item
within continuing operations due to the adoption of the Financial
Accounting Standards Board's (FASB) Statement of Financial
Accounting Standards (SFAS) No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13
Technical Corrections," which was adopted on January 1, 2003.
Also, in accordance with SFAS No. 145, the Company's previously
reported extraordinary gains on early extinguishment of debt have
been reclassified into continuing operations. An unrealized
foreign currency transaction gain of $15 million was also
recognized in the second quarter 2003, as a result of a weakening
United States dollar against payables denominated in foreign
currencies, primarily with regard to the Canadian and Australian
dollars.

Income per basic and diluted share was $0.21 for the second
quarter 2003, compared to a loss of $0.18 per basic and diluted
share in the second quarter 2002. Basic and diluted weighted
average common shares outstanding for the second quarter 2003 were
87.8 million and 90.7 million, respectively. For the second
quarter 2002, basic and diluted weighted average common shares
outstanding were 64.8 million.

                 Liquidity And Capital Resources

PRIMUS generated $19 million of cash from operating activities in
the second quarter 2003, compared to $1 million used in operating
activities in the year-ago quarter and $20 million provided by
operating activities in the first quarter 2003. Cash, cash
equivalents and restricted cash at June 30, 2003 was $78 million
as compared to $87 million at March 31, 2003. The Company spent $6
million for capital expenditures and acquisitions in the second
quarter 2003. In addition, the Company spent a total of $24
million during the second quarter to purchase the Company's high
yield notes in the open market, settle a vendor debt, and reduce
other long-term debt.

At the end of the second quarter 2003, PRIMUS had total long-term
debt of $542 million. This was comprised of $316 million of senior
notes, $71 million of convertible debentures, and $155 million of
vendor and other debt.

At June 30, 2003, Primus Telecommunications' balance sheet shows a
working capital deficit of about $100 million and a total
shareholders' equity deficit of about $127 million.

The Company intends to continue to pursue opportunities to raise
4additional debt, convertible and equity financing on favorable
terms in order to take advantage of opportunities to further
improve its liquidity, improve its profitability, strengthen its
balance sheet, and accelerate its growth.

The Company and/or its subsidiaries will evaluate and determine on
a continuing basis, depending upon market conditions and the
outcome of events described as "forward-looking statements" in
this release and its SEC filings, and future negotiations the
Company may pursue with the holders of certain of its outstanding
debt securities and instruments, the most efficient use of the
Company's capital, including investment in the Company's network
and systems, lines of business, potential acquisitions,
purchasing, refinancing, exchanging or retiring certain of the
Company's outstanding debt securities in privately negotiated
transactions, open market transactions or by other direct or
indirect means to the extent permitted by its existing covenants.

PRIMUS Telecommunications Group, Incorporated (NASDAQ:PRTL) is a
global telecommunications services provider offering bundled
voice, data, Internet, digital subscriber line (DSL), Web hosting,
enhanced application, virtual private network (VPN), voice-over-
Internet protocol (VoIP), and other value-added services. PRIMUS
owns and operates an extensive global backbone network of owned
and leased transmission facilities, including approximately 250
points-of-presence (POPs) throughout the world, ownership
interests in over 23 undersea fiber optic cable systems, 19
international gateway and domestic switches, a satellite earth
station and a variety of operating relationships that allow it to
deliver traffic worldwide. PRIMUS also has deployed a global
state-of-the-art broadband fiber optic ATM+IP network and data
centers to offer customers Internet, data, hosting and e-commerce
services. Founded in 1994 and based in McLean, VA, PRIMUS serves
corporate, small- and medium-sized businesses, residential and
data, ISP and telecommunication carrier customers primarily
located in North America, Europe and the Asia-Pacific regions of
the world. News and information are available at PRIMUS's Web site
at http://www.primustel.com  


PRINCETON VIDEO: Court Approves Asset Sale to PVI Virtual Media
---------------------------------------------------------------
Princeton Video Image, Inc. (OTCBB: PVII) has received bankruptcy
court approval for the sale of its assets pursuant to Section 363
of the U.S. Bankruptcy Code to PVI Virtual Media Services, LLC, a
newly formed entity owned by PVI's two secured creditors and
largest stockholders. The closing of the transaction is subject to
the satisfaction of certain closing conditions set forth in the
asset purchase agreement between the parties relating to the
bankruptcy process, as well as other customary closing conditions.

PVI Virtual Media Services has been providing PVI with interim
financing to fund its post-petition operating expenses. PVI
expects that, following any consummation of the asset sale, PVI
will be liquidated pursuant to a plan of liquidation which would
be subject to the approval of the bankruptcy court. In the event
of a liquidation, any recovery for shareholders of PVI would be
highly unlikely.

Princeton Video Image, Inc., provides real-time virtual
advertising, programming enhancements, virtual product integration
and targeted interactive services for televised sports and
entertainment events. PVI services the advertising industry with
its proprietary, Emmy award-winning technology. Headquartered in
New York City and Lawrenceville, New Jersey, PVI has offices in
Los Angeles, Toronto, Tel Aviv and Mexico City.


RAYMOURS FURNITURE: S&P Assigns BB- Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Liverpool, New York-based Raymours Furniture Co.,
Inc. The outlook is stable.

Raymours is a privately owned company, with 50 stores, under the
Raymour & Flanigan banner. It has an established presence in
upstate New York and western New England and has expanded into the
Philadelphia/New Jersey market, the seventh-largest furniture
market in the U.S. However, the company's regional concentration
leaves it vulnerable to regional economic slowdowns.

"Raymour & Flanigan utilizes effective inventory and distribution
systems for its large assortment of name-brand furniture, using
radio-frequency checkout and automated-scan check-in. As a result,
Raymour & Flanigan maintains a comprehensive in-stock status on
merchandise displayed in its showrooms, providing quick delivery
for customers. Distribution capabilities are currently in place
for new store growth to fill in existing markets," said Standard &
Poor's credit analyst Robert Lichtenstein. "We also believe that
because the company is family-owned it will maintain its growth at
a measured pace."


RELIANCE GROUP: Liquidator Sues Robert Steinberg to Recoup $3.6M
----------------------------------------------------------------
M. Diane Koken, Insurance Commissioner of the Commonwealth of
Pennsylvania, as Liquidator of Reliance Insurance Company, seeks
to recover preferential payments and fraudulent transfers made by
RIC to Robert M. Steinberg.

Jerome R. Richter, Esq., at Blank Rome, alleges that, prior to
the Petition Date, when RIC was insolvent or on the brink of
insolvency, over $3,600,000 was paid to Robert Steinberg for
"generous lump sum severance, bonuses and dubious 'consulting
fees.'"  The Liquidator wants to recover these funds to protect
the interests of insureds, creditors and the public and to
maximize the estate's assets for all of RIC's claimants.

The Liquidator's investigation of RIC's books and records has
revealed that in the year prior to the rehabilitation, Mr.
Steinberg received preferential payments and fraudulent transfers
from RIC totaling $3,618,976.  The Liquidator is authorized to
recover property of the estate, which has been transferred
preferentially or to a third party creditor of RIC.

The payments received by Mr. Steinberg are:

   1) $1,500,000 for lump sum severance on July 5, 2000;

   2) $33,333 for employment termination in August 2000; and

   3) $2,085,643 in consulting fees on August 31, 2000 and
      January 5, 2000.

To the extent that Mr. Steinberg has legitimate rights to these
payments, he may submit a proof of claim. (Reliance Bankruptcy
News, Issue No. 39; Bankruptcy Creditors' Service, Inc., 609/392-
0900)     


RIDGEWOOD HOTELS: Commences Tender Offer for Up to 790K Shares
--------------------------------------------------------------
Ridgewood Hotels, Inc. (OTC Pink Sheets: RWHT) has commenced a
cash tender offer to purchase up to 790,257 shares of its common
stock at $2.08 per share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Company's
Offer to Purchase and the related Letter of Transmittal.

The Company is offering to purchase shares of its common stock in  
order tocomply with the terms of a Stipulation of Settlement dated
March 19, 2003 arising out of a stockholder action styled William
N. Strassburger v. Michael M. Earley, Luther A. Henderson, John C.
Stiska, N. Russell Walden and Triton Group, Ltd. and Ridgewood
Properties, Inc. (n/k/a Ridgewood Hotels, Inc.), Civil Action No.
14267, in the Court of Chancery of the State of Delaware.

The Company's offer to purchase is not conditioned upon any  
minimum number of shares being tendered.  The offer to purchase
is, however, subject to certain conditions.  The offer to purchase
and the withdrawal rights of the Company's stockholders are
scheduled to expire at 5:00 p.m., Atlanta, Georgia time, on
Monday, September 8, 2003 unless the offer to purchase is
extended.

Computershare Trust Company, Inc. is the Information Agent for the
Company's offer to purchase and can be reached at 1-303-262-0600
ext. 4732.

Ridgewood Hotels, Inc., a Delaware corporation, is primarily
engaged in the hotel management business. The Company currently
manages four mid to luxury hotels containing 671 rooms located in
two states and Scotland, including the Chateau Elan Winery &
Resort located in Braselton, Georgia. The Company also owns one
hotel that it manages, owns undeveloped land that it holds for
sale and manages a golf resort and a restaurant.

Effective April 1, 2001, the Company operates in two reportable
business segments: hotel operations and hotel management services.
The Company's current hotel operations segment consists solely of
a 271 room hotel it owns (through its subsidiaries) in
Hurstbourne, Kentucky. The hotel is franchised with Holiday Inn.
The Company's hotel management services segment currently consists
of four managed hotels, excluding the operating hotel described
above, a golf resort in California and a restaurant in Georgia.
Three of these hotels and the golf resort are owned by
Fountainhead Development Corp., and another hotel is owned by both
the Company's Chairman and its President.

The Company's loss of $1,467,000 for the fiscal year ended
March 31, 2003 was comprised of the following: (1) approximately a
$960,000 loss as a result of the hotel management operations,
administrative, debt service and depreciation and amortization
costs of the Company and (2) approximately a $507,000 operating
loss by the wholly-owned hotel of the Company. The Company's loss
of $1,268,000 for the fiscal year ended March 31, 2002 was
comprised of the following: (1) approximately a $683,000 loss as a
result of the hotel management operations, administrative, debt
service and depreciation and amortization costs of the Company and
(2) approximately a $585,000 operating loss by the wholly-owned
hotel of the Company. The Company's income before income taxes of
$30,000 for the fiscal year ended March 31, 2001 was comprised of
the following: (a) a $2,856,000 gain on the sale of the hotel in
Longwood, Florida (b) a $2,000,000 writedown on the investment in
the Louisville Hotel, (c) additional bad debt reserve of $189,000,
and (d) an operating loss of $637,000.

The Company's recurring losses and negative operating cash flows
raise substantial doubt about the Company's ability to continue as
a going concern. The Company is continuing its efforts to return
to profitability by continuing (i) to seek new opportunities to
manage resort properties , (ii) to take steps to reduce costs
(including administrative costs) and (iii) its efforts to increase
the revenue at existing properties managed by the Company.


ROBOTIC VISION: June 30 Balance Sheet Upside-Down by $13 Million
----------------------------------------------------------------
Robotic Vision Systems, Inc. (RVSI) (NasdaqSC: ROBV), reported
results for its fiscal third quarter ended June 30, 2003.  
Revenues from continuing operations were $5,093,000, up 4% from
the third quarter of fiscal 2002, and up 38% from fiscal 2003's
second quarter.  The company's loss from continuing operations
for the three months ended June 30, 2003, was $3,490,000, compared
to a loss of $4,549,000 in the third quarter of fiscal 2002; and
$4,047,000 in fiscal 2003's second quarter.

RVSI does not include its Semiconductor Equipment Group in its
results of operations.  That business had revenues in fiscal
2003's third quarter of $5,032,000 and a loss of $0.02 per share.  
Inclusive of results from discontinued operations, RVSI reported a
net loss of $3,451,000, or $0.06 per share, compared to a net loss
of $9,992,000, or $0.18 per share, for the year- earlier period.  
All results from all periods include unusual charges in the
quarter reported.

At June 30, 2003, the Company's balance sheet shows a working
capital deficit of about $20 million, and a total shareholders'
equity deficit of about $13 million.

"We achieved a series of significant milestones in the third
quarter," said Pat V. Costa, Chairman and CEO of RVSI.  "Chief
among these was that both Acuity CiMatrix and our Semiconductor
Equipment Group exited the quarter on a cash-flow break-even run
rate basis.  Our Acuity CiMatrix Division saw substantial revenue
growth from the second quarter.  And, while RVSI was a net user of
cash in the third quarter, both businesses are currently operating
at neutral cash-flow.

"We also saw important orders in the quarter at both of our
businesses," Mr. Costa said.  "The tone of business is improving
for each of RVSI's divisions.  We introduced several innovative
products at the recent Semicon West semiconductor capital
equipment trade show that, we believe, further increase our
technological leadership and status as the tool of choice in our
served markets.  At the same time, we continue to expand our blue-
chip customer base at Acuity CiMatrix for machine vision and Data
Matrix reading applications.

"Our goals for the September quarter are for the Semiconductor
Equipment Group to be cash-flow positive for the quarter as a
whole, and for Acuity CiMatrix to end the quarter at or near cash-
flow break-even," Mr. Costa said. "Achieving these near-term goals
will set the stage for our plan to be profitable in the December
quarter."

Robotic Vision Systems, Inc. (RVSI) (NasdaqSC: ROBV) has the most
comprehensive line of machine vision systems available today.  
Headquartered in Nashua, New Hampshire, with offices worldwide,
RVSI is the world leader in vision-based semiconductor inspection
and Data Matrix-based unit-level traceability. Using leading-edge
technology, RVSI joins vision-enabled process equipment, high-
performance optics, lighting, and advanced hardware and software
to assure product quality, identify and track parts, control
manufacturing processes, and ultimately enhance profits for
companies worldwide. Serving the semiconductor, electronics,
aerospace, automotive, pharmaceutical and packaging industries,
RVSI holds approximately 100 patents in a broad range of
technologies. For more information visit http://www.rvsi.com


SAFETY-KLEEN: Plan's Revised Term Sheets for Notes & Preferreds
---------------------------------------------------------------
The Safety-Kleen Debtors issued new and revised term sheets for
the Senior Secured Notes and New Preferred Stock to be issued
under the Plan.

                         The Senior Secured Notes

    Issuer:         Safety-Kleen Systems, Inc., a Delaware
                    corporation.

    Guarantors:     The Issuer's parent companies and domestic
                    subsidiaries.

    Administrative
    Agent:          To be designated.

    Purpose:        To repay the prepetition Senior Secured
                    Lenders.

    Amount:         $129,000,000

    Initial Fee:    None

    Maturity Date:  5 years from Effective Date of SK Plan

    Interest Rate:  12% per annum payable as cash interest and
                    PIK interest.

    Cash Interest:  Payable quarterly in arrears at these rates
                    per annum:

                       Year 1:            3%
                       Year 2:            4%
                       Year 3:            5%
                       Year 4:            6%
                       Year 5:           12%

    PIK Interest:   Equal to the amount, if any, by which 12%
                    per annum exceeds the cash interest amount,
                    payable on each cash interest payment date
                    as an addition to the principal amount of
                    the loan.

    Default
    Interest Rate:  The applicable interest rate + 2% per annum.

    Amortization:   None.

    Optional
    Prepayment:     Permitted in whole or in part without
                    premium or penalty at any time and applied in
                    inverse order of maturity.

    Collateral &
    Priority:       Second priority liens on all assets -- but
                    limited to 65% of any first-tier foreign
                    subsidiary's stock -- of the Issuer and
                    Guarantors subject only to the first lien
                    of the proposed exit facility -- or any
                    re-financings permitted under that facility
                    -- and an intercreditor agreement acceptable
                    to noteholders and lenders under the Exit
                    Facility.

    Initial
    Conditions:     Consummation of the Plan and satisfaction of
                    conditions contained in it.

    Representations
    and Warranties: Customary and comparable to Exit Facility.

    Affirmative
    and Negative
    Covenants:      Customary and comparable to Exit Facility,
                    including:

                    * asset sale covenant to include a carve-out
                      permitting the sale of certain assets;

                    * mergers and acquisitions covenant;

                    * indebtedness covenant to permit the initial
                      Exit Financing -- and re-financings of that
                      financing, provided that any such
                      refinancing is in an aggregate principal
                      amount not greater than the principal
                      amount of, and is on terms (subject to
                      market rates) no less favorable to the
                      noteholders or the Issuer, including as
                      to weighted average maturity, than the
                      initial Exit Financing -- performance
                      bonding arrangements and capital leases;
                      and

                    * financial covenants as provided in the
                      Exit Facility and including:

                         (i) a test of the ratio of debt to
                             equity,

                        (ii) a test of the debt coverage ratio
                             -- to be defined as the ratio of
                             EBITDA (excluding unusual items)
                             to interest, fee and principal
                             payments with respect to
                             indebtedness (including capitalized
                             leases); and

                       (iii) limitation on annual capital
                             expenditures.

    Events of
    Default:        Customary and comparable to Exit Facility,
                    including cross-default to Exit Facility.

    Requisite
    Lender Consent: 60%, except for items customarily requiring
                    100%.

    Governing Law
    and Forum:      New York

                          The New Preferred Stock

    Issuer:         New Parent

    Liquidation
    Preference:     $10,000,000

    Dividend:       9% per annum, accruing on a cumulative and
                    non-compounding basis.

    Mandatory
    Redemption:     Upon initial public offering of New Holdco
                    or New Parent.

    Optional
    Redemption:     At any time without penalty at 100% of
                    liquidation preference plus accrued
                    dividends.

    Voting:         Pro rata voting according to relative value
                    of SK shares held by New Holdco.  Assuming
                    that the reorganized equity value of New
                    Parent is $315,000,000, the preferred stock
                    will have 3.1746% of the aggregate voting
                    power. (Safety-Kleen Bankruptcy News, Issue
                    No. 62; Bankruptcy Creditors' Service, Inc.,
                    609/392-0900)    


SELAS CORP: Talking to Lenders to Remedy Covenant Breach
--------------------------------------------------------
Selas Corporation of America (AMEX:SLS) reported results for the
second quarter and six months ended June 30, 2003.

For the second quarter, the Company had a net loss from continuing
operations of $649,000 on sales of $17.2 million. This compares
with continuing operations net income of $74,000 on sales of $18.0
million for the second quarter of 2002. For the six-month period,
the Company reported a net loss from continuing operations of
$1,078,000 on sales of $31.9 million, versus net income of $93,000
on sales of $34.7 million for the year-ago six months.

Selas recognized a net loss of $682,000 from discontinued
operations for the second quarter, compared with net income from
discontinued operations in the comparable year-earlier period of
$157,000. Second-quarter 2002 discontinued operations include:
Selas' large furnace operation, which was sold in December 2002,
and Deuer Manufacturing, which was sold in July 2003.

For the second quarter of 2003, Selas reported a total net loss of
$1,331,000, compared with net income of $231,000 in 2002. For the
six months ended June 30, 2003, the total net loss was $1,567,000,
compared with a net loss of $10,459,000 for the year-ago period.
2002 six-month results included a $10.6 million due to a goodwill
change in accounting.

Mark S. Gorder, president and chief executive officer of Selas,
reiterated that the Company's long-term strategy is to create
accelerated growth for its Precision Miniature Medical and
Electronic Products business. Selas' core competencies position it
well to expand its line of medical products to capture
significantly more business. "With our expertise in the robotic
manufacture of miniature and micro-miniature electronic products,
we believe we are well-suited to compete in a medical device
market," Gorder said.

For the six months ended June 30, 2003, Precision Miniature
Medical and Electronic Products sales increased 6 percent to $18.7
million, from $17.5 million in the comparable 2002 period. Net
income rose to $626,000 from $432,000 in the prior year. Results
for this business were buoyed by Selas' small, but growing medical
component business that saw year-over-year revenue growth of 98
percent. The medical component increase was primarily due to
components within third-party medical products to detect air
bubbles in IV lines and for safety needles included as part of
implanted drug delivery systems. However, income from this segment
was more than offset by losses in the company's Heat Technology
segment and by corporate expenses.

Selas Corporation of America's June 30, 2003 balance sheet shows
that its total current liabilities exceeded its total current
assets by about $1 million.

                          Selas SAS

After four consecutive quarters of substantial losses together
with a $1.3 million adverse judgment in the French Courts related
to a subcontractor lawsuit, Selas' wholly owned French subsidiary,
Selas SAS, filed for insolvency yesterday. Under French law, Selas
SAS will be put in the hands of a government court administrator.

Gorder stated: "Our Heat Technology business in Europe has
suffered from the weak global capital-goods markets and the
strengthening of the Euro. Deterioration of the business over the
past four quarters and an uncertain future required Selas SAS to
take this action."

As a result of the filing, Selas Corporation of America will take
a minimum pre-tax charge of $1.6 million in the third quarter. In
addition, the Company may incur additional liabilities related to
corporate guarantees and joint obligations or possible legal
action against Selas in French courts; however, the Company cannot
predict the impact of any such liabilities or actions on Selas.

"We regret Selas SAS filing for insolvency; however, we believe
without substantial additional investment, Selas SAS would be
difficult to turn around. We believe this action is in the best
long-term interest of Selas Corporation of America and its
shareholders," Gorder said.

                       Bank Covenant Breach

As a result of the losses incurred to date and the insolvency of
Selas SAS, the Company is out of compliance with certain covenants
with its bank lenders.  Management is currently in discussions
with its banks to obtain the appropriate waivers.

Gorder concluded, "Strong second-quarter performance for our
Precision Miniature Medical and Electronic Products shows that
we're on track for the future. We're building the company around
these core product lines and divesting ourselves of our non-core
assets."

Headquartered in St. Paul, Minn., Selas Corporation of America
designs, develops, engineers and manufactures microminiaturized
medical and electronic products. The company's core business
segment, Precision Miniature Medical and Electronic Products,
supplies microminiaturized components, systems and molded plastic
parts, primarily to the hearing instrument manufacturing industry,
as well as the computer, electronics, telecommunications and
medical equipment industries. Through its core competencies and
robotic manufacturing expertise, Selas is well-positioned to
compete in the hearing health market and a medical device market
that increasingly demands products with increased miniaturization,
better cost containment, more reliability and high customer
satisfaction. The company has facilities throughout the United
States, Asia and Europe. Selas' common stock is traded on the
American Stock Exchange under the symbol "SLS."


SEMCO ENERGY: Second Quarter 2003 Net Loss Reaches $20 Million
--------------------------------------------------------------
SEMCO ENERGY, Inc. (NYSE: SEN) reported a net loss of $20.6
million for the second quarter of 2003 compared to net income of
$45,000, or breakeven on a per share basis, for the second quarter
of 2002.

The most significant item contributing to the decrease in earnings
was $24.0 million of debt exchange and extinguishments costs,
which after adjusting for income taxes, decreased net income by
approximately $15.6 million, or $0.82 per share.  These costs
primarily represent premiums and other expenses the Company was
required to pay in order to retire certain debt obligations.  The
remainder of the decrease in earnings is due to an increase in
interest expense and a decrease in operating income.  The increase
in interest expense was due primarily to an increase in debt
levels and the mix of long and short-term debt outstanding.  
During the second quarter of 2003, when compared to the second
quarter of 2002, a larger portion of the Company's outstanding
debt was long-term, which has a higher rate of interest than the
Company's short-term debt.

Marcus Jackson, Chairman, President and Chief Executive Officer,
said, "The Company's construction business continues to experience
intense competition as many companies aggressively bid to secure
contracts.  This segment incurred an operating loss of $1.9
million for the second quarter of 2003 compared to operating
income of $1.9 million for the second quarter of last year.  
During the second quarter of last year, the southern division of
our construction business experienced an acceleration of work on
projects that had been scheduled for the second half of 2002,
which caused a significant increase in workloads and profits
during that quarter.  We did not see similar work levels during
the second quarter of this year."  Mr. Jackson also said, "The
underground gas distribution construction industry continues to
produce weak results due to generally suppressed economic
conditions and intense competition.  Despite these short-term
issues, we continue to believe that over the long term our
construction business is positioned to realize increased
profitability and market share as the activity in this sector
returns to more normal levels."

Mr. Jackson went on to say, "The Company's gas distribution
business had operating income of $6.1 million during the second
quarter of 2003, compared to $8.5 million for the second quarter
of 2002.  The decrease was due primarily to an increase in
operating expenses and a decrease in gas sales margin due in part
to warmer temperatures during this past quarter compared to the
second quarter of last year."

Mr. Jackson concluded by saying, "Two key accomplishments occurred
during the second quarter.  First, the Company settled its rate
case with the Michigan Public Service Commission and we expect the
new authorized customer rates, which became effective May 3, 2003,
to increase annual revenues by $3.4 million and decrease annual
depreciation expense by $1.4 million.  The new rates were
structured in a way that helps reduce the impact to the Company
and its customers of colder or warmer than normal weather.  The
Company also completed a $300 million debt issuance with favorable
interest terms.  The majority of the proceeds were used to
refinance and repurchase a portion of the Company's long-term debt
and to repay short-term debt."

For the six months ended June 30, 2003, the Company had a net loss
of $10.0 million, or $0.53 per share, compared to net income of
$11.4 million, or $0.62 per share, for the six months ended June
30, 2002.  The decrease in results was due primarily to the same
items that contributed to the decrease in quarterly results.

For the twelve months ended June 30, 2003, the Company had a net
loss of $12.4 million, or $0.66 per share, compared to a net loss
of $.7 million, or $0.04 per share, for the twelve months ended
June 30, 2002.  Results for the twelve months ended June 30, 2003,
include debt exchange and extinguishments costs, which reduced net
income by $15.6 million.  Results for the twelve months ended June
30, 2002, include losses from discontinued operations,
restructuring charges, asset impairments and other unusual items,
which amounted to $10.8 million.  A significant decrease in
operating results for the Company's construction business
contributed to the reduction in earnings for the twelve months
ended June 30, 2003, when compared to the same period of the prior
year.

Temperatures during the three and six-month periods ended June 30,
2003 were warmer than normal in Alaska and colder than normal in
Michigan.  The Company has estimated that the impact of the warmer
than normal temperatures in Alaska and the colder than normal
temperatures in Michigan offset one another and thus had little
impact on net income for the three months and six months ended
June 30, 2003.  By comparison, during the second quarter of 2002,
temperatures were colder than normal in both Alaska and Michigan.  
During the first six months of 2002, temperatures were slightly
colder than normal in Alaska and warmer than normal in Michigan.  
The Company has estimated that variations from normal temperatures
in Alaska and Michigan combined increased net income by
approximately $.8 million during the second quarter of 2002 and
decreased net income by approximately $1.5 million during the six
months ended June 30, 2002.

                   BUSINESS SEGMENT RESULTS

GAS DISTRIBUTION

The Gas Distribution Business reported operating income of $6.1
million during the second quarter of 2003 compared to $8.5 million
during the second quarter of 2002.  The decrease was due primarily
to increases in commercial insurance costs and employee benefit
costs, including health care expense, pension expense and retiree
medical expense.  In addition, gas sales margin decreased, when
compared to the second quarter of 2002, due primarily to warmer
temperatures during the second quarter of 2003, a decrease in gas
cost savings realized, and the impact of a reduction in customer
rates at ENSTAR effective in September 2002.  These items were
partially offset by the impact of an increase in customer rates
for the Company's MPSC customers in Michigan effective in May 2003
and the addition of new customers.

Operating income for the six months ended June 30, 2003 was $36.6
million compared to $38.7 million during the six months ended
June 30, 2002.  The items discussed above that contributed to the
decrease in quarterly results also contributed to the decrease in
six-month results, with the exception of temperatures, which were
colder during the six months ended June 30, 2003 and, therefore,
partially offset the other items that contributed to the decrease
in operating income.

The Gas Distribution Business had 384,980 customers at June 30,
2003 compared to 377,480 at June 30, 2002.  The volume of gas sold
and transported during the three months ended June 30, 2003 and
2002 was 20.5 Bcf and 22.6 Bcf, respectively.  During the six
months ended June 30, 2003 and 2002, the volume of gas sold and
transported was 63.1 Bcf and 61.2 Bcf, respectively.

CONSTRUCTION SERVICES

The Construction Services Business reported an operating loss of
$1.9 million for the second quarter of 2003 compared to operating
income of $1.9 million for the second quarter of 2002.  Operating
revenue for the second quarter of 2003 and 2002 was $19.9 million
and $36.5 million, respectively. The decrease in revenues and
operating results is due primarily to a significant reduction in
work levels when compared to last year.  During the second quarter
of last year, the southern division of the construction business
experienced an acceleration of work on projects that had been
scheduled for the second half of 2002, which caused a significant
increase in workloads and profits during the second quarter.  The
Company did not see similar work levels during the second quarter
of this year.  In addition, the construction services business has
bid on numerous projects in 2003 but has not experienced the
expected level of success in being awarded these projects due to
the intense competition in the industry.  The southern division
also experienced unprecedented rainfall during the second quarter
of 2003, which interrupted work execution for extended periods of
time.

The Construction Services Business reported an operating loss of
$5.5 million for the first six months of 2003 compared to
operating income of $.6 million for the six months ended June 30,
2002.  Operating revenue for the first six months of 2003 and 2002
was $35.0 million and $62.1 million, respectively.  The factors
contributing to the decrease in second quarter results were also
the primary contributor to the decrease in the six-month results.  
In addition, temperatures were colder than normal in the northern
regions of the United States during the first quarter of 2003.  As
a result, frost conditions inhibited construction activity during
the entire first quarter of 2003, which also contributed to the
decrease in operating results during the six months ended June 30,
2003.

The decrease in operating revenue was due primarily to the
reduction in projects in the southern division and the ceasing of
construction operations in certain regions of the northern
division.

INFORMATION TECHNOLOGY

The operating income of the Information Technology Services
Business for the second quarter of 2003 was $.2 million, which was
essentially unchanged from the second quarter of 2002.  Operating
income for the first six months of 2003 and 2002 was $.4 million
and $.3 million, respectively.  The increase in operating income
was due primarily to reductions in overhead and marketing costs.

Operating revenue was $2.3 million during the second quarter of
2003 and during the second quarter of 2002.  Operating revenue for
the first six months of 2003 and 2002 was $4.4 million and $4.6
million, respectively.

PROPANE, PIPELINES AND STORAGE

The Propane, Pipelines and Storage Business reported operating
income of $.3 million for the second quarter of 2003 compared to
$.4 million for the second quarter of 2002.  Operating income for
the six months ended June 30, 2003 was $1.2 million compared to
$1.0 million for the six months ended June 30, 2002.  The increase
was due primarily to colder temperatures, which increased propane
sales and margins, and a decrease in operating expenses and
business taxes.

Operating revenue was $1.4 million for the three months ended
June 30, 2003 and the three months ended June 30, 2002.  Operating
revenue during the first six months of 2003 and 2002 was $4.2
million and $3.7 million, respectively.

SEMCO ENERGY, Inc. is a diversified energy and infrastructure
company that distributes natural gas to approximately 385,000
customers in Michigan and Alaska.  It also owns and operates
businesses involved in natural gas pipeline construction services,
propane distribution and intrastate pipelines and natural gas
storage in various regions of the United States.  In addition, it
provides information technology and outsourcing services,
specializing in the mid-range computer market.
    
As reported in Troubled Company Reporter's June 24, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating SEMCO Energy to 'BB' from 'BBB-'. Standard & Poor's also
lowered SEMCO's senior unsecured rating to 'BB' from 'BBB-' and
its preferred stock rating to 'B' from 'BB'. The outlook remains
negative.

Michigan-based SEMCO currently has $450 million of long-term debt
and $140 million of preferred stock.

The rating action reflects SEMCO's announcement of lower cash
flows to levels that are not commensurate with the investment-
grade threshold given the company's risk profile. "Furthermore,
SEMCO's current projections do not meet expectations of Standard &
Poor's regarding cash flows or consequent debt reduction," said
Standard & Poor's credit analyst Scott Beicke.


SEMCO ENERGY: Names Steven Hicks to Lead New Construction Div.
--------------------------------------------------------------
SEMCO ENERGY, Inc. (NYSE: SEN) has appointed Steven B. Hicks as
President and Chief Operating Officer of the Company's utility
pipeline construction services subsidiary, EnStructure
Corporation.

Marcus Jackson, Chairman, President and Chief Executive Officer of
SEMCO ENERGY, Inc., made the announcement.

"Steve Hicks brings more than 23 years of solid experience leading
private and publicly-held businesses in utility infrastructure
construction.  His executive leadership experience encompasses the
development and implementation of operational growth strategies
and business planning in the U.S. and internationally.  We're
happy to add his talents to the leadership of EnStructure,"
Jackson said.

Mr. Hicks will be responsible for the overall operations of the
EnStructure division, which until recently was known as Sub-
Surface Construction Services, Inc.  The division includes Sub-
Surface Construction Company in Michigan; Flint Construction
Company in Georgia; Iowa Pipeline Associates in Iowa, and Long's
Underground Technologies, Inc. in Texas.

"EnStructure is poised to capitalize on an approaching resurgence
in the utility construction market and I look forward to the
challenge of helping the company become a leader in our niche
market," Mr. Hicks said.

For the past 19 years, Mr. Hicks has been associated with Willbros
Group, Inc., an independent contractor serving the oil, gas and
power industries, providing construction, engineering and other
specialty oilfield-related services to industry and government
entities worldwide.  Most recently, he served as Vice President of
Operations with responsibility for all aspects of business
strategy and operations management in the Middle East.  In
addition, Mr. Hicks managed worldwide equipment fleet procurement,
and administration of all international offices and expatriate
personnel.

Early in his career, he was field office administrator for Henkles
& McCoy, Inc. in Norman, OK.  Mr. Hicks holds a Bachelor of
Science degree in Business Administration from the University of
Tulsa.

SEMCO ENERGY, Inc. distributes natural gas to more than 383,000
customers combined in Michigan, as SEMCO ENERGY GAS COMPANY, and
in Alaska, as ENSTAR Natural Gas Company.  It owns and operates
businesses involved in natural gas pipeline construction services,
propane distribution, intrastate pipelines and natural gas storage
in various regions of the United States.  In addition, it provides
information technology and outsourcing services, specializing in
the mid-range computer market.

As reported in Troubled Company Reporter's June 24, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating SEMCO Energy to 'BB' from 'BBB-'. Standard & Poor's also
lowered SEMCO's senior unsecured rating to 'BB' from 'BBB-' and
its preferred stock rating to 'B' from 'BB'. The outlook remains
negative.

Michigan-based SEMCO currently has $450 million of long-term debt
and $140 million of preferred stock.

The rating action reflects SEMCO's announcement of lower cash
flows to levels that are not commensurate with the investment-
grade threshold given the company's risk profile. "Furthermore,
SEMCO's current projections do not meet expectations of Standard &
Poor's regarding cash flows or consequent debt reduction," said
Standard & Poor's credit analyst Scott Beicke.


SK GLOBAL AMERICA: Domestic Creditors Approve Receivership
----------------------------------------------------------
Despite opposition from foreign creditors, Hana Bank, together
with other South Korean Creditors, endorsed a plan on July 24,
2003, to put South Korea's fourth-largest business group, SK
Global Co. under court receivership.

Court receivership usually freezes an ailing firm's debt
repayment until the court decides whether to liquidate the
company or not, an Agence France-Presse reporter explains.

According to Kim Seung Yu, chief executive of Hana Bank, the plan
was approved by 80.8% of domestic creditors at a meeting attended
by some foreign creditors.  The receivership plan calls for
domestic creditors to buy out 1.7 trillion won of the debt to be
rescheduled at 28% of the principal.  The creditors would convert
23.57% of the remainder into equity.

Mr. Kim says Hana can't stand back and allow SK Global's value to
deteriorate.   Moreover, court receivership is inevitable because
domestic and foreign creditors disagree on how to rescue SK
Global.

Mr. Kim estimates that Korean creditors would recoup two cents
less in every dollar, or 133 billion won, owed by SK Global by
forcing it into receivership, as opposed to negotiating a deal
with overseas creditors.

Overseas creditors, demanding full payment of the $630,000,000
of debt guaranteed by SK Global as of June 30, oppose
receivership and will attempt to negotiate with domestic lenders.

Guy Isherwood, leader of the overseas creditors' steering
committee, insisted that foreign creditors had been left out of
discussions and treated unfairly.  Mr. Isherwood argues that if
foreign creditors' legal rights are prejudiced, the cost of loans
to other Korean companies may rise, not to mention the
possibility of further legal action.

Sovereign Asset Management Ltd., a Monaco-based fund, is the
largest shareholder of SK Corp. and, in turn, the biggest
shareholder of SK Global.  Sovereign Asset Management called for
liquidation of the trading company.

Agence France-Presse further reports that Korean creditors have
put pressure on London-based Standard Chartered Plc. and other
foreign lenders to accept a bailout of the unit of SK Global.
Overseas banks are given two weeks to agree, avoiding SK Global
being put under court control.

Additionally, SK Corp. is pressured to contribute 850 billion won
or $720,000,0000 to the rescue efforts by swapping debt owed by
SK Global to SK Corp. into equity.  SK Corp., however, agreed to
the swap on the condition that creditors help revive SK Global.

In this vein, Hana Bank seeks to revive SK Global's domestic
operations through debt rescheduling and the liquidation of its
activities abroad.

SK Global has already sought to liquidate its subsidiaries in
Hong Kong and the United States in response to individual legal
actions by some creditors to recover their loans.

Court receivership will be filed in two weeks and Mr. Kim
suggests that SK Corp. approve the new debt-restructuring plan
demanded by creditors.

SK Corp.'s board members will convene a meeting to discuss the
swap issue once the local creditors file in court.

               Korean and Foreign Creditors Negotiate

On the eve of a major July 29, 2003 meeting between SK Global's
domestic and foreign creditors, Guy Isherwood, head of overseas'
creditors' steering committee, hinted they may change their
earlier demand for full payment.

"Foreign Creditors just might support the buyout offer," Sangim
Han of Bloomberg News reported.

Korean creditors will put Korea's No. 4 industrial group under
court control in two weeks if overseas creditors did not agree to
their proposals. (SK Global Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


TERRA INDUSTRIES: S&P Cuts Rating over Weak Q2 Operating Results
----------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
rating on Terra Industries Inc. to 'B+' from 'BB-', citing weak
earnings. The current outlook is negative.

Sioux City, Iowa-based Terra Industries, with about $1.1 billion
of annual sales and $437 million of outstanding debt, manufactures
and markets nitrogen products serving agricultural and industrial
end-use markets.

"The downgrade reflects weakness in the company's operating
results for the important second quarter, higher than expected
debt borrowings, and a decline in the company's liquidity," said
Standard & Poor's credit analyst Peter Kelly. Poor profitability
and other cash requirements, including tightened trade terms and
natural gas margin calls, have resulted in an unexpected increase
in debt, a deterioration in credit protection measures, and lower
than expected availability under the company's revolving credit
facility. Recent profitability has been negatively affected by
high natural gas costs and low sales volume. Consequently, Mr.
Kelly said that improvement in Terra's financial profile that
Standard & Poor's had expected will likely be pushed back for at
least another year and remains subject to an increasingly volatile
price environment for natural gas in North America.

Standard & Poor's said that its ratings on Terra reflect the
company's fair business position as a leading North American
producer of nitrogen fertilizer, offset by high financial risk.


THOMAS GROUP: June 30 Working Capital Deficit Tops $2 Million
-------------------------------------------------------------
Thomas Group, Inc. (OTCBB:TGIS) announced income from operations
of $0.1 million for the second quarter ended June 30, 2003. For
the third consecutive quarter the Company has achieved operating
profits despite the continuing adverse global market for
consulting services. Six months ended June 30, 2003 performance
resulted in $0.2 million income from operations.

The Company reports its financial results based on net revenue and
net cost of sales. These financial comparisons do not reflect
reimbursable expenses reclassified as revenue, which previously
were reported as a reduction in cost of sales.

For the second quarter ended June 30, 2003, the Company reported a
net loss of $0.1 million or $.01 per diluted share, on net revenue
of $7.0 million. This compares favorably with second quarter ended
June 30, 2002 net loss of $2.3 million or $.55 per diluted share,
on net revenue of $8.0 million.

For the six months ended June 30, 2003, the Company reported a net
loss of $0.2 million or $.02 per diluted share on net revenue of
$14.6 million. This compares favorably to the six months ended
June 30, 2002 net loss of $6.1 million or $1.47 per diluted share
on net revenue of $16.3 million.

Financial Performance: The Company's positive financial
performance, when comparing the three and six months ended June
30, 2003 with 2002, is attributable to cost reductions in net cost
of sales and selling, general and administrative cost. Key factors
include:

Net Cost of Sales:

-- Maintaining high utilization of its professional workforce,
   which resulted in a $1.4 million and $4.1 million reduction in
   net cost of sales when comparing second quarter and six months
   ended June 30, 2003 with the same period in 2002.

-- Sustained cost reductions drove increased gross profit
   percentages of 46% for both the second quarter and six months
   ended June 30, 2003, compared to 36% and 27% for the second
   quarter and six months ended June 30, 2002.

Selling General and Administrative:

-- Total selling, general and administrative costs were reduced
   $1.4 million and $3.7 million when comparing the three and six
   months ended June 30, 2003 with 2002. The components, of which,
   are as follows:

     -- Reductions in personnel cost, including travel and telecom
        costs, which resulted in a $0.3 million and $1.9 million
        cost savings when comparing the three and six months ended
        June 30, 2003 with 2002.

     -- Managing other professional services and strategic
        partnerships, as well as reductions in equipment rentals
        and office rent contributed $1.1 million and $1.8 million
        of cost savings when comparing the three and six months
        ended June 30, 2003 with 2002.

Business Development: During the second quarter ended June 30,
2003, the Company signed $6.4 million in new business bringing the
six months total to $14.9 million. This exceeds the contract
bookings for the six months ended June 30, 2002 of $8.9 million.
The increase in signed contract values is a primary factor in the
Company's operating profitability in the last three consecutive
quarters. In addition, the Company has signed another $1.8 million
in contracts in the third quarter of 2003.

Commenting on the Company's second quarter and six months ended
June 30, 2003 performance, John Hamann, President and Chief
Executive Officer, said, "We have now stabilized our cost
structure, which has positioned us, at the beginning this year, to
invest more resources into business and market development
activities. We expect that these investments will lead to
significant prospects in carefully targeted markets in the near
term, and for that reason we are optimistic about achieving
improved performance in the second half of 2003."

Backlog: As of June 30, 2003, the Company had backlog of $36.7
million, compared to backlog of $26.5 million at June 30, 2002.
The increase in backlog reflects the contract wins in North
America, primarily in the area of United States military
contracts.

Financing Activities: During the second quarter, the Company
reduced its term note due to its senior lender by $1.0 million.
The Company continues to maintain a $7.0 million credit facility
with its senior lender, comprised of a $4.0 million term note and
a revolving credit facility of $3.0 million. Currently, the
Company has borrowings outstanding on the revolving line of credit
of $1.3 million.

At June 30, 2003, Thomas Group's balance sheet shows that its
total current liabilities outweighed its total current assets by
about $2 million. The Company's net capital further shrank to
about $200,000 from about $400,000 six months ago.

Founded in 1978, Thomas Group, Inc. is an international, publicly
traded professional services firm (OTCBB:TGIS). Thomas Group
focuses on improving enterprise wide operations, competitiveness,
and financial performance of major corporate clients through
proprietary methodology known as Process Value ManagementT,
process improvement, and by strategically aligning operations and
technology to improve bottom line results. Recognized as a leading
specialist in operations consulting, Thomas Group creates and
implements customized improvement strategies for sustained
performance improvement. Thomas Group, known as The Results
Company(SM), has offices in Dallas, Detroit, Zug, Singapore,
Shanghai and Hong Kong. For additional information on Thomas
Group, Inc., please visit the Company on the World Wide Web at
http://www.thomasgroup.com  


TOWN SPORTS INT'L: June 30 Net Capital Deficit Widens to $34MM
--------------------------------------------------------------
Town Sports International, a leading owner and operator of 129
health clubs in major cities from Washington, DC north through New
England, announced its results for the quarter ended June 30,
2003.

Revenues for the three months ended June 30, 2003 were $86.1
million, an increase of $6.1 million, or 7.6% over the same
quarter of 2002. During the quarter, revenue at TSI's mature clubs
(those in operation for 24 months or longer) was flat, decreasing
by just $146,000 or 0.2%. The twenty-one clubs opened or acquired
within the last twenty-four months contributed $6.1 million of the
increase in revenue in the quarter ended June 30, 2003. During the
quarter, revenue at clubs opened over 12 months increased 3.6%.

Operating income for the quarter was $12.5 million compared to
$10.5 million in the second quarter of 2002, while net interest
expense increased to $5.9 million from $4.1 million.

The Company's EBITDA (earnings before interest, taxes,
depreciation and amortization) increased by 14.2% to $20.9 million
this quarter from $18.3 million in last year's quarter. EBITDA
margin improved to 24.3% in the quarter ended June 30, 2003 from
22.9% in 2002.

"The growth in our private training revenue has continued to meet
expectations," said Bob Giardina, CEO of TSI. Private training
revenue for the quarter was $8.5 million or 9.2% ahead of the
prior year quarter.

For the last twelve months ended June 30, 2003, consolidated
revenues were $335.5 million compared to $300.7 million during the
same period in 2002.

The Company recorded a net loss for the quarter of $1.1 million
compared to net income of $3.5 million for the comparable period
in the prior year. In connection with our April 2003 refinancing
transactions the Company incurred $7.8 million of debt
extinguishment costs.

"I am pleased to report that net cash flows provided by operating
activities have improved $11.3 million or 40.0% to $39.8 million
for the six months ended June 30, 2003 compared to $28.4 million
over the same period in 2002," said Richard Pyle, CFO of TSI.

At June 30, 2003, Town Sports' balance sheet shows a total
shareholders' equity deficit of about $34 million.


US AIRWAYS: July 2003 Revenue Passenger Miles Slide-Down 3.5%
-------------------------------------------------------------
US Airways reported its July 2003 passenger traffic.

Revenue passenger miles for July 2003 decreased 3.5 percent on 9.5
percent less capacity compared to July 2002.  The passenger load
factor for the month was a company record of 82.2 percent, a 5.1
percentage point increase compared to July 2002 and 3.6 points
above the previous record set in June 2003.

Year-to-date 2003 revenue passenger miles decreased 10.8 percent
on 11.6 percent less capacity compared to the seven months of
2002.  The passenger load factor for the period was 73.3 percent,
a 0.6 percentage point increase compared to the first seven months
of 2002.

"Leisure traffic was strong in July, producing a record load
factor. However, overall yield has not improved significantly over
last year," said B. Ben Baldanza, US Airways senior vice president
of marketing and planning.

The three wholly owned subsidiaries of US Airways Group, Inc. --
Allegheny Airlines, Inc., Piedmont Airlines, Inc., and PSA, Inc. -
- reported a 10.6 percent decrease in revenue passenger miles for
the month of July on 13.3 percent less capacity.  The passenger
load factor was 56.4 percent, a 1.7 percentage point increase
compared to July 2002.

Year-to-date 2003, Allegheny Airlines, Inc., Piedmont Airlines,
Inc., and PSA, Inc., reported a 15.5 percent decrease in revenue
passenger miles on 14.8 percent less capacity.  The passenger load
factor was 52.4 percent, a 0.4 percentage point decrease compared
to the first seven months of 2002.

System mainline passenger unit revenue for July 2003 is expected
to increase between six and seven percent compared to July 2002.

US Airways ended the month by completing 98.3 percent of its
scheduled flights.


US LEC CORP: June 30 Balance Sheet Insolvency Widens to $169MM
--------------------------------------------------------------
US LEC Corp. (Nasdaq: CLEC), a super-regional telecommunications
carrier providing integrated voice, data and Internet services to
businesses, announced strong results for the second quarter and
six months ending June 30, 2003. The second quarter was
highlighted by:

* Growing net revenue to $78.3 million - up over 7% sequentially
  and 33% year over year

* Increasing EBITDA to $10.3 million - up 20% sequentially and
  400% year over year

* The second consecutive quarter of positive cash flow -
  increasing cash by almost $7.0 million compared to the first
  quarter of 2003 and by over $10 million since year-end 2002

* Growing end-customer revenue to $51.2 million, representing 65%
  of total net revenue - up 8% sequentially and 45% year over year

* Achieving the 12,000 customer and 5,000 data customer milestones

* Introducing the ADVANTAGE Power T - a new suite of customizable
  and integrated voice, data and Internet products

* Introducing Multi-Link Frame Relay service that gives US LEC a
  competitive advantage in meeting Internet and Frame Relay speeds
  between 1.5 and 12.0 megabits

* Returning to the Nasdaq National Market in April after
  voluntarily moving to the Nasdaq SmallCap Market for six months

* Continuing to attract top industry talent by adding industry
  sales veterans to four key markets - Atlanta, Philadelphia, New
  Orleans and Tampa as part of the Company's overall growth plan

* Expanding its Board of Directors to eight members by adding
  Michael C. Mac Donald - president of the North American
  Solutions Group for Xerox Corporation (NYSE: XRX)

Net revenues for the quarter ended June 30, 2003, increased 33% to
$78.3 million, compared with $58.8 million for the quarter ended
June 30, 2002, and 7% sequentially compared to $73.1 million
reported in the first quarter of 2003. For the three months ended
June 30, 2003, end-customer revenue increased to $51.2 million
from $35.2 million in the same period of 2002. The Company
reported a net loss attributable to shareholders of $7.9 million,
or $0.29 per share, on 26.9 million average shares outstanding for
the quarter ended June 30, 2003, compared with net loss
attributable to shareholders of $24.0 million, or $0.91 per share,
on 26.4 million average shares outstanding for the quarter ended
June 30, 2002. EBITDA for the second quarter was $10.3 million,
compared to EBITDA of $2.1 million in the second quarter of 2002,
excluding the provision for doubtful accounts of $9.5 million
related to WorldCom's bankruptcy filing, and positive EBITDA of
$8.6 million in the first quarter of 2003.

Net revenues for the six months ended June 30, 2003 totaled $151.4
million, compared with $112.7 million for the six months ended
June 30, 2002. For the six months ended June 30, 2003, end-
customer revenue increased to $98.7 million from $66.4 million in
the same period of 2002. The net loss attributable to common
shareholders was $16.3 million, or $0.61 per share on 26.9 million
weighted average shares outstanding for the six months ended June
30, 2003, compared with net loss attributable to common
shareholders of $39.1 million, or $1.48 per share on 26.4 million
weighted average shares outstanding for the six months ended
June 30, 2002. EBITDA for the six months ended June 30, 2003, was
$18.9 million compared with $2.8 million in the first six months
of 2002, excluding the provision for doubtful accounts of $9.5
million related to WorldCom's bankruptcy filing in the second
quarter of 2002.

At June 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $169 million.

Commenting on the Company's second quarter 2003 results, Aaron D.
Cowell, US LEC's president and chief executive officer said, "US
LEC achieved another strong quarter of operational and financial
growth. Not only did we experience solid customer growth during
the quarter, reaching over 12,300 total customers, but we also
maintained our traditionally low customer attrition rate of
approximately 1% per quarter. Customer growth also drove 8%
sequential growth in total active channels, including 13%
sequential growth in data channels. In addition, we more than
doubled the number of US LEC's data customers between June 2002
and June 2003, and data revenue in the second quarter of 2003
reached $10.8 million. We expect that new products such as Multi-
Link Frame Relay and our recently announced ADVANTAGE Power T
bundled services product line will allow US LEC to continue to
gain even greater market share in the more than 75 markets that we
compete in. The US LEC team continued to increase productivity by
improving end customer revenue per employee by more than 40% over
the second quarter of 2002 while continuing to maintain vigilance
over our expenses."

Michael K. Robinson, executive vice president and chief financial
officer of US LEC added, "US LEC has continued to perform very
well even in a difficult economic environment, and we believe we
are strategically positioned to continue our solid growth. Total
net revenue increased to $78.3 million, end-customer revenue grew
by 45% in the second quarter of 2003 to $51.2 million and EBITDA
improved by 20% sequentially to $10.3 million. US LEC's EBITDA
margin is now 13% as compared to 3% in the second quarter of 2002,
excluding the second quarter 2002 provision for doubtful accounts
of $9.5 million related to WorldCom's bankruptcy filing. In
addition, the Company's balance sheet improved in the quarter as
evidenced by a $6.9 million increase in cash through continued
focus on revenue growth, cost control and working capital
improvements. Clearly, the US LEC team has maintained its focus on
our business plan and we believe more than ever that our future is
very bright."

Based in Charlotte, NC, US LEC is an integrated telecommunications
carrier providing voice, data and Internet services to over 12,000
mid-to-large-sized business customers throughout the southeastern
and mid-Atlantic United States. The US LEC network of 26 digital
switching centers consists of Lucent 5ESSr AnyMediaT digital
switches, Lucent CBX500 ATM data switches and Juniper M20T
Internet Gateway routers. The US LEC local service area includes
Alabama, Florida, Georgia, Kentucky, Louisiana, Maryland,
Mississippi, New Jersey, New York, North Carolina, Pennsylvania,
South Carolina, Tennessee, Virginia and the District of Columbia.
US LEC also offers selected voice services in Arkansas,
California, Connecticut, Indiana, Massachusetts, Montana, Nevada,
Ohio, Texas and Wisconsin, in addition to data services in these
states and others. For more information about US LEC, visit
http://www.uslec.com  


VERTEX INTERACTIVE: Sept. 30, 2002 Net Capital Deficit Tops $27M
----------------------------------------------------------------
Vertex Interactive, Inc. (Pink Sheets:VETX), a provider of supply
chain execution solutions, announced operating results for the
fiscal year ended September 30, 2002.

Commenting on the company's performance Nicholas Toms, CEO, said,
"In light of recent economic conditions, our extremely limited
financial resources, and our assessment of the markets for our
various products in the current climate, following a previously
announced top-to-bottom review of our business, we took aggressive
actions to stem losses with the sale or shutdown of non-core
businesses, and in certain cases, to raise some cash from the sale
of non-core assets, for our continued survival. The goal was
therefore to create a company focused exclusively on delivering an
industry-leading suite of enterprise level software solutions that
generate the kind of rapid, visible high return on investment that
our customers are demanding. Thus, while our sequential
performance showed a decline reflecting, among other things, the
impact of the asset sales or shutdowns, we have organized our
operations with a single overriding goal: to devote our resources
to our enterprise software strategy. As a result, businesses which
did not support this business focus (including substantially all
of our operations in Europe) were sold or closed during the year.
As mentioned above, this resulted in a reduction in our revenues
for the fiscal year, but in so doing provided some of the cash
resources we needed for survival while also exiting largely
unprofitable lower margin businesses. During our fiscal Q4 we made
further progress in containing our expense levels and making
important strides in enhancing and commercializing our high-margin
software applications. Since then, we have redesigned our model to
deliver higher operating leverage."

                    Full Year Financial Results

For the fiscal year ended September 30, 2002, Vertex reported
revenues of $36.1 million, a decrease of $23 million, or 39% down
from the fiscal year ended September 30, 2001. Revenues for the
full year were negatively impacted by the sale or disposition of
various lower margin, non-core businesses, and further affected by
continued economic weakness both in the United States and in
Europe.

Vertex reported a net loss of $44.8 million, compared with a net
loss of $123 million, in the fiscal year ended September 30, 2001.
During the fourth quarter we recorded a non-cash charge of $19
million for the year, in connection with our assessment of
acquisition-related goodwill.

Gross profit for the full year decreased by $9.25 million to $12.2
million, or 43% compared to the same period last year, to a gross
profit rate of 34%, compared with 36.4% the prior year.

Selling, general and administrative expense decreased $12 million,
or 35%, to $22.5 million, compared to $34.5 million in the prior
year. This decrease in SG&A was primarily attributable to cost
cutting and the disposal of non-core assets occurring throughout
the period. The full benefits generated from our expense savings
initiatives did not begin to significantly impact our results
until late in the second half of the fiscal year.

Research & development expenses declined $2.9 million, or 41%, to
$4.2 million, compared to $7.0 million last year. The decrease in
R&D primarily reflects the reduced scale of operations during the
year and the focus principally on enterprise software products.
Thus R&D as a percentage of revenue declined slightly to 11.6%,
compared to 11.9% in the previous period.

We reported an operating loss for the full year of $35.8 million,
compared with an operating loss of $118.1 million in the prior
year.

                      Assessment of Goodwill

As of September 30, 2002 we performed an assessment of the
carrying values of our goodwill recorded in connection with all of
our acquisitions. This assessment was initiated as the sharp
downturn in capital spending in the Company's major markets
continued to negatively impact our core businesses, resulting in
substantially lower than expected revenues, additional operating
losses and a concomitant shortfall in working capital.
Significantly lower valuations for companies within our industry
were commonplace and our stock price declined precipitously. At
September 30, 2002, our market capitalization had dropped to
approximately $2 million, while our net book value (pre goodwill
write off) was negative $7 million.

Based upon these indications, the belief that the decline in
market conditions within our industry was significant and
permanent, and the consideration of all other available evidence,
the Company determined that an impairment of goodwill existed at
September 30, 2002 and we recorded a $19 million write-down of the
remaining goodwill.

                           Balance Sheet

We reported $74,000 in cash and cash equivalents at September 30,
2002.

At September 30, 2002 our net accounts receivable were $936,000,
compared with $11.2 million at the end of last fiscal year. Our
Days Sales Outstanding at year end was at 50 days, a significant
improvement compared with the 68 days at September 30, 2001.

At September 30, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $27 million.

                           Key Highlights

Although the Company was principally focused on its survival, set
forth below are certain achievements made over the past 18 months.

Organization

During the year the Company exited all non-core businesses to
focus on its enterprise level order fulfillment solutions and
products which are now under a single brand of XeQute Solutions,
Inc, a wholly owned subsidiary. We also sold our DynaSys planning
unit in France to Midmark Capital for $6,000,000, paid for by the
surrender of Senior Notes held by them for a profit in excess of
$4,000,000.

Management

We were fortunate to attract Frank Grayeski as COO of XeQute
Solutions in December 2002, a superb manager who has continued
aggressively to cut costs, and help us realize our goals.

Financing

In October 2002, the Company entered into an agreement with
Charles Street Securities to raise on a "best efforts" basis $3.8
million jointly with MidMark Capital directly into XeQute to
minimize dilution in view of the Company's current low stock
price. This transaction is on hold at this time.

Sales Wins

Since the end of the War in Iraq, the Company has secured some
significant contract wins including, among others, $600,000 of new
orders from Advanced Distribution Systems, a leading third party
logistics provider, and follow on contracts with IBM China
aggregating approximately $300,000.

Geographic Results

Our North American operations accounted for approximately 43% of
total revenue in the year, compared with 51% last year.

                              Outlook

The much talked about turnaround in the second half of the year,
expected in each of the last two years, may actually occur in
2003. Encouraging signs include the recent contract wins,
mentioned above from ADS and IBM, among others, both of which had
been expected for over a year, as well as a marked pick up in sale
pipeline activity. Management is thus cautiously optimistic that
the operating environment in North America is showing modest signs
of turning the corner and is pleased about recent successes
achieved with its enterprise software suite of products.

Nevertheless, it remains essential for the Company to raise at
least $4 million for its XeQute unit as well as an additional $4
million to cleanup the remaining balance sheet issues at the
Vertex level. No assurances can be given that this can be achieved
or if achieved, achieved in amounts large enough or a manner
timely enough to sustain the business.

Vertex Interactive is a provider of supply chain management
technology. Vertex offers a comprehensive range of software
systems and tools, from point solutions, to integrated end-to-end
hardware and software solutions, for enterprise wide and
collaborative supply chain optimization.


VICWEST CORP: CCAA Plan Hearing Set for August 12 in Canada
-----------------------------------------------------------
As previously announced, Vicwest Corporation and certain of its
Canadian subsidiaries obtained an order on May 12, 2003 to begin
Vicwest's restructuring under the Companies' Creditors Arrangement
Act. Vicwest's protection under the CCAA has been extended until
August 12, 2003.

A meeting of affected creditors of Vicwest was held on Friday,
August 1, 2003. The Meeting was held to consider a plan of
compromise and reorganization proposed by Vicwest pursuant to the
CCAA. The Plan was approved at the Meeting by the requisite
majorities of affected creditors as required by the CCAA.

Vicwest will seek sanction of the Plan by the Ontario Superior
Court of Justice at a hearing to be held on August 12, 2003 at
10:00 a.m. The hearing will take place at 393 University Avenue,
Toronto, Ontario.

As previously announced, the preparation and filing of Vicwest's
consolidated financial statements for the year ended December 31,
2002 and the quarter ended March 31, 2003 have been delayed as a
result of Vicwest's restructuring activities under the CCAA.
Vicwest anticipates that it will be able to comply with its
financial statement filing requirements after completion of its
restructuring process. At this time it is anticipated that Vicwest
will emerge from its restructuring process in late August or early
September, 2003.

Vicwest, with corporate offices in Oakville, Ontario, is Canada's
leading manufacturer of metal roofing, siding and other metal
building products.


WOMEN FIRST HEALTHCARE: Names Michael Sember President and COO
--------------------------------------------------------------
Women First HealthCare, Inc. (Nasdaq:WFHC) has named Michael
Sember president and chief operating officer. Mr. Sember, who will
report directly to Edward F. Calesa, chairman and chief executive
officer, has 30 years' experience in the pharmaceutical industry
most recently with Deltagen, Inc. and Elan Corporation, plc.

Mr. Sember served on the Company's Board of Directors from July
2001 through September 2002. Commenting on the appointment Mr.
Calesa said, "We're excited to have Mike back on our team. He's
spent his entire career in the pharmaceutical business and has
experience in all aspects of the business, from sales
representative with Marion Merrill Dow, to executive vice
president and head of business development with Elan and president
and chief operating officer with Deltagen, Inc. While at Elan Mike
completed over 70 deals which has to rank him as one of the most
experienced deal makers in the industry. I can't think of anyone
better suited to managing Women First and helping us achieve
profitability as quickly as possible."

Mr. Sember commented, "I joined Women First because I believe that
the people and the core products represent an opportunity for
growth. Working closely with Ed, our combined experience will
provide synergy to unlock the potential. I look forward to the
challenge."

Mr. Sember has board experience at several public and private
companies and is presently serving on the board of publicly traded
Iomed, Inc. (AMEX:IOX). He has an MBA from Rockhurst College and a
BS from the University of Pittsburgh.

Women First HealthCare, Inc. (Nasdaq:WFHC) is a San Diego-based
specialty pharmaceutical company. Founded in 1996, its mission is
to help midlife women make informed choices regarding their health
care and to provide pharmaceutical products -- the Company's
primary emphasis -- and lifestyle products to meet their needs.
Women First HealthCare is specifically targeted to women age 40+
and their clinicians. Further information about Women First
HealthCare can be found online at http://www.womenfirst.com About  
Us and Investor Relations.

As reported in Troubled Company Reporter's May 15, 2003 edition,
Women First HealthCare Inc. received $2.5 million of new capital
through a private placement of its common stock and has
completed agreements to obtain waivers of past defaults and
restructure the terms of both its $28.0 million principal amount
of senior secured notes and convertible redeemable preferred
stock issued to finance the company's acquisition of Vaniqa(R)
Cream.


WORLDCOM INC: Wants Go-Signal to Sell Texas Data Center for $20M
----------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates ask the Court for
authority to sell a parcel of real property located at 3500-3510
Wyndham Lane in Richardson, Texas, the related personal property
as well as an interest in an adjacent parcel of real property to
Citigroup Technology Inc. for $20,000,000.  The Debtors will sell
the Assets free and clear of all liens, claims and encumbrances
and in accordance to a Real Estate Purchase Contract dated
June 30, 2003.

MCI WorldCom Network Services, Inc. currently owns the Wyndham
Lane Property, which was acquired in late 1999.  The 11.79-acre
Property contains a 108,336-square foot building which MCI uses
as a data center facility.  During their Chapter 11 cases, the
Debtors determined that the Wyndham Lane Property would not be
needed for MCI's future business operations and that other
existing facilities could continue to support forecasted services
previously dedicated to the Property.

The Debtors began marketing the Wyndham Lane Property in October
2002, with the aid of their real estate advisor, Hilco Real
Estate LLC.  They received bids from three parties.  After
further discussions with the interested bidders, the Debtors
evaluated the offers and determined that Citigroup's bid
represented the highest and best offer for the Assets.

Citigroup has already provided a $2,000,000 deposit for the
Assets pursuant to the Purchase Agreement.  The Deposit is with
Chicago Title Insurance Co., an escrow agent, and will be applied
toward the Purchase Price at closing.

MCI has a right of First Refusal -- ROFR -- with respect to the
lands south of the Wyndham Lane Property.  The interest is
accorded under a Right of First Refusal Agreement dated December
7, 1999 and is recorded in Volume 4561, Page 1860 of the Land
Records of Collin County, Texas.

Separate and distinct from MCI's ROFR -- the Seller's ROFR -- the
Wyndham Lane Property is affected by a Right of First Refusal
Agreement dated December 7, 1999, which is recorded in Volume
4561, Page 1870 of the Land Records of Collin County, Texas.  The
Debtors and Citigroup have arranged that the Purchase Agreement
will be subject to the rights of the holder of the Burdening
ROFR.  In the event that the ROFR Holder exercises its rights
under the Burdening ROFR and the Debtors and the ROFR Holder
execute and deliver a contract of sale for the Property, the
Citigroup Purchase Agreement will be deemed terminated.  The
Debtors will promptly return Citigroup's Deposit. (Worldcom
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  14.5 - 16.5       0.0
Finova Group          7.5%    due 2009  43.5 - 44.5      +0.5
Freeport-McMoran      7.5%    due 2006  102.5 - 103.5     0.0
Global Crossing Hldgs 9.5%    due 2009  4.5 -  5.0       +0.25
Globalstar            11.375% due 2004  3.0 - 3.5        -0.5
Lucent Technologies   6.45%   due 2029  68.25 - 69.25    -0.75
Polaroid Corporation  6.75%   due 2002  11.0 - 12.0       0.0
Westpoint Stevens     7.875%  due 2005  20.0 - 22.0       0.0
Xerox Corporation     8.0%    due 2027  84.0 - 86.0      -1.5

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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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.

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