TCR_Public/030808.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, August 8, 2003, Vol. 7, No. 156   

                          Headlines

3D SYSTEMS: Terminates Client-Auditor Relationship with Deloitte
ACTERNA CORP: February 1, 2004 Fixed as U.S. Government Bar Date
ADAMS STREET CBO: S&P Further Junks Class A-3 Notes Rating to CC
ADEPT TECHNOLOGY: June 30 Balance Sheet Upside-Down by $11 Mill.
ADVANCE AUTO PARTS: Reports Improved Second Quarter 2003 Results

ADVANCED COMMS: SEC Declares Registration Statement Effective
AES CORP: Withdraws Support for Drax Holdings' Restructuring
ALARIS MEDICAL: June 2003 Period Results Show Better Performance
ALLEGIANCE TELECOM: Fitch Withdraws Default-Level Ratings
AMERCO: Nasdaq Established Conditions for Continued Listing

AMERCO: Taps Crowell & Moring as Counsel on SEC Inquiry Matters
AMERICAN PLUMBING: S&P Junks Corp. Credit & Senior Debt Ratings
ARMOR HOLDINGS: Prices $150 Million Senior Sub. Notes Offering
ARMSTRONG HLDGS.: Wants to Renew Deloitte Engagement Until 2005
ASSOCIATED MATERIALS: Debt Concerns Spur S&P to Cut Rating to B+

ASTROCOM CORP: Files for Chapter 11 Reorganization in Minnesota
ASTROCOM CORPORATION: Voluntary Chapter 11 Case Summary
ATMI INC: Appoints Doug Neugold to Board of Directors
BE AEROSPACE: S&P Affirms Low-B Ratings over Adequate Liquidity
BEAR STEARNS: S&P Puts Ratings on Class J, K & L on Watch Neg.

BETHLEHEM STEEL: Alternatives to Chapter 11 Liquidation Plan
BLACKSTOCKS DEV'T: Will Acquire 100% of Kid's Connection Assets
BUCKEYE TECH: S&P Cuts Ratings as Debt Hurts Credit Measures
CCH I/CCH II: S&P Assigns Junk Rating to $850MM Senior Notes
CHEMICAL SECURITIZATION: Fitch Drops Class B-4 Note Rating to D

CINEMARK USA: S&P Assigns BB- Rating to $165MM Term C Bank Loan
CLYDESDALE CLO: S&P Assigns Low-B Rating to Class D Notes
CONSOLIDATED FREIGHTWAYS: Auctioning-Off Hartford Dist. Facility
CONSOLIDATED FREIGHTWAYS: Eugene Facility Up on Auction Block
CONSOLIDATED FREIGHTWAYS: Resets Woodinville Auction to Aug. 14

CONSOLIDATED FREIGHTWAYS: Trenton Facility for Sale at Auction
CONSOLIDATED FREIGHTWAYS: Selling Reno Prop. at Aug. 14 Auction
CONSOLIDATED FREIGHTWAYS: Auctioning-Off Cedar City Facility
CONSOLIDATED FREIGHTWAYS: Selling Dayton Facility via Auction
CONSOLIDATED FREIGHTWAYS: Ann Arbor Prop. Up for Sale at Auction

CORRECTIONS CORP: Second Quarter Results Enter Positive Zone
CUMBERLAND ELECTRIC: Case Summary & 20 Largest Unsec. Creditors
DVI RECEIVABLES: S&P Puts BB Class E1 & E2 Ratings on Watch Neg.
EARTHCARE COMPANY: Court to Consider Plan on August 18, 2003
EMERALD INVESTMENT: Fitch Cuts 3 Classes to Low-B/Junk Levels

ENRON CORP: Court OKs Amended Safe Harbor Termination Protocol
ENRON: Caribbean Basin's Case Summary & 20 Unsec. Creditors
ENRON: Victory Garden's Case Summary & 3 Unsecured Creditors
EXIDE TECH.: Court Okays Ernst & Young Engagement as Tax Advisor
FARMLAND INDUSTRIES: Completes Sale of National Beef Assets

FLEMING COS.: Gets Nod to Hire Baker Botts as Special Counsel
GENCORP INC: Offering $150 Million of Senior Subordinated Notes
GENERAL DATACOMM: Delaware Court Confirms Plan of Reorganization
GUESS? INC: Red Ink Continued to Flow in Second Quarter 2003
HARVEST NATURAL: S&P Ups Junk Corporate Credit Rating to B-

HEXCEL CORP: Stable Financials Prompts S&P to Affirm B Ratings
IMMTECH INT'L: Will Commence Trading on AMEX Effective Monday
IMPERIAL PLASTECH: Court Extends Injunctive Relief Till Sept. 23
INNOVATIVE GAMING: Signs-Up Virchow Krause as New Accountants
INTEGRATED HEALTH: Rotech Wants IHS Debtors to Pay Admin. Claims

INT'L PROPERTIES: Third Preferred Redemption Date is August 20
INTERWAVE COMMS: Fourth-Quarter Net Loss Narrows to $8 Million
J.L. FRENCH: June 30 Net Capital Deficit Widens to $300 Million
JP MORGAN: S&P Junks Series 1998-C6 Class H Note Rating at CCC
J.P. MORGAN: S&P Assigns Low-B Prelim Ratings to 6 Note Classes

JUNIPER CBO: S&P Further Junks Ratings on Class A-3A/A-3B Notes
LEAP WIRELESS: Cricket Proposes PCS Asset Sale Bidding Protocol
LIGHTEN UP ENTERPRISES: Hansen Barnett Airs Going Concern Doubt
LUCILLE FARMS: Continues Listing on Nasdaq Under LUCYE Symbol
MAGNATRAX CORP: Disclosure Statement Hearing Set for August 18

MALDEN MILLS: Confirmation Hearing Set for August 14, 2003
MCF CORP: Second-Quarter 2003 Results Enter Positive Territory
MEOW MIX: Expected Loan Repayment Spurs S&P to Withdraw Rating
MICRO COMPONENT: June 28 Net Capital Deficit Widens to $7 Mill.
MILLENNIUM CHEMICALS: S&P Keeps Watch over Likely Restatement

MIRANT CORP: Look for Schedules and Statements by September 12
MORTGAGE CAPITAL: Fitch Affirms Low-B Ratings on 4 Note Classes
NATIONAL EQUIPMENT: S&P Withdraws D Credit and Debt Ratings
NATIONAL STEEL: Earns Nod to Terminate Certain Retiree Benefits
NATIONSLINK FUNDING: Fitch Upgrades 1996-1 Class H Rating to BB+

NATIONSRENT: Wants Clearance for GE Commercial Financing Pact
NET PERCEPTIONS: Considering Possible Dissolution & Liquidation
NRG ENERGY: Files Third Amended Plan and Disclosure Statement
OMEGA HEALTHCARE: Affirms Continued Confidence in Trans Health
PARKER DRILLING: B+ Corporate Credit Rating on Watch Negative

PAWTUCKET MUTUAL: State of Rehabilitation Spurs S&P's 'R' Rating
PERLE SYSTEMS: Fails to Meet TSX Continued Listing Requirements
PG&E NATIONAL: Wants to Pull Plug on Lehman & Goldman Agreements
PILLOWTEX CORP: Turning to CSFB for Financial Advisory Services
PIONEER NATURAL: Fitch Ratchets Sr Unsec. Debt Rating Up a Notch

PLAYBOY ENTERPRISES: Second Quarter Net Loss Narrows to $900K
QUANTUM CORP: Calls for Redemption of 7% Convertible Sub. Notes
RAMTRON: Violates EBITDA Covenant Under Conv. Debenture Pacts
RELIANCE GROUP: Obtains Seventh Extension of Exclusive Periods
SAFETY-KLEEN: Delivers Proposed $300-Million Exit Financing Pact

SIRIUS SATELLITE: Narrows Second Quarter Net Loss to $111 Mill.
SK GLOBAL AMERICA: Will File Suit if Delisted from Korean Bourse
SONIC AUTOMOTIVE: S&P Rates Proposed $200MM Sr. Sub. Notes at B+
SPECTRUM RESTAURANT: Commences Chapter 11 Reorganization Process
TECHNICAL COMMS: Hires Vitale Caturano to Replace Grant Thornton

TRINITY INDUSTRIES: Second Quarter Results Show Strong Growth
ULTIMATE SPORTS: Lack of Liquidity Raises Going Concern Doubt
UNITED AIRLINES: Reports 82.9% Passenger Load Factor for July
UNITED AIRLINES: Seeks Open-Ended Lease Decision Time Extension
VINTAGE PETROLEUM: Reports $8.7 Million Net Loss for 2nd Quarter

VINTAGE PETROLEUM: Provides Second Quarter Operations Update
WESTERN INTEGRATED: Wants Solicitation Period Extended to Oct 31
WOMEN FIRST HEALTHCARE: Shareholders Re-Elect Board of Directors
WORKFLOW MANAGEMENT: Amends Credit Facility and Divests Assets
WORLDCOM INC: Secures Final Court Approval of MCI-SEC Settlement

WORLDCOM INC: Says AT&T Misrepresent Facts in Its Allegations
WORLDCOM INC: AT&T Replies to Debtors' Monday Court Filing
WORLDCOM INC: CTJ Urges Congress to Block $9BB Tax Loophole Grab
WORLDCOM INC: Plan Confirmation Hearing Adjourned Until Sept. 8
W.R. GRACE: Exclusivity Extension Hearing Slated for August 25

* PwC Says Public Co. Bankruptcies to Reach 4-Year Low in 2003

* BOOK REVIEW: The Money Wars: The Rise and Fall of the Great
                               Buyout Boom of the 1980s

                          *********

3D SYSTEMS: Terminates Client-Auditor Relationship with Deloitte
----------------------------------------------------------------
On April 16, 2003, Deloitte and Touche LLP informed 3D Systems
Corporation that it did not intend to stand for reelection as the
Company's principal independent accountant.  On July 16, 2003,
Deloitte advised the Company that the client-auditor relationship
between the Company and Deloitte had ceased.

Deloitte's 2002 report contained an explanatory paragraph relating
to a going concern uncertainty.

During the fiscal years ended December 31, 2002 and 2001 and the
period from January 1, 2003 to July 16, 2003, (a) there were no
disagreements with Deloitte on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the
satisfaction of Deloitte, would have caused Deloitte to make
reference to the subject matter of the disagreements in connection
with its report, and (b) there were no "reportable events" as the
term is defined in Item 304(a)(1)(v) of Regulation S-K, except as
follows:

Deloitte informed the Company that material weaknesses in the
Company's internal controls existed. Specifically, Deloitte
advised the Company that:

     - The Company's accounting and finance staff are inadequate
       to meet the needs of a complex, multinational SEC
       registrant. The Company needs to strengthen its capability
       to implement existing generally accepted accounting
       principles, as well as understand and implement new     
       accounting standards. In addition, the Company needs to
       strengthen its capabilities in performing routine
       accounting processes involved in closing its books, such as
       account reconciliations and analyses.

     - The Company needs to strengthen its controls and processes
       related to revenue recognition. During 2002, 2001 and 2000,
       revenue was recognized for transactions that did not meet
       the requirements for revenue recognition under the
       Company's policies or generally accepted accounting
       principles.

3D Systems develops, manufactures and markets worldwide solid
imaging systems designed to reduce the time it takes to produce
three-dimensional objects. Its products produce physical objects
from the digital output of solid or surface data from computer
aided design and manufacturing, which they refer to as CAD/CAM,
and related computer systems, and include SLA(R) systems, SLS(R)
systems and ThermoJet(R) solid object printers.


ACTERNA CORP: February 1, 2004 Fixed as U.S. Government Bar Date
----------------------------------------------------------------
Section 502(b)(9) of the Bankruptcy Code and Rule 3002(c)(1) of
the Federal Rules of Bankruptcy Procedure provide that claims of
governmental units, as defined in Section 101(27), are timely if
filed within 180 days after the Petition Date.

But the United States Government has requested Acterna Corp., and
its debtor-affiliates to extend the Bar Date for 60 more days.  
Accordingly, the Court approves the parties' stipulation that any
claim of Governmental Units will be deemed timely filed if filed
on or before February 1, 2004. (Acterna Bankruptcy News, Issue No.
7; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADAMS STREET CBO: S&P Further Junks Class A-3 Notes Rating to CC
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-2A, A-2B, and A-3 notes issued by Adams Street CBO 1998-1
Ltd., and removed them from CreditWatch with negative
implications, where they were placed June 10, 2003. At the same
time, Standard & Poor's affirmed its rating on the same issuer's
class A-1 notes, as it was determined that the tranche has a level
of credit enhancement adequate to support the current rating.

The class A-2A, A-2B, and A-3 notes had been lowered twice before;
the most recent downgrade was Dec. 6, 2002. Since that time,
however, the notes have been affected by factors that have
diminished the credit enhancement available to support the
ratings. These factors include new underlying asset defaults and a
deterioration in the transaction's overcollateralization ratios.

As of the July 2, 2003 trustee report, cumulative defaults within
the collateral pool securing the notes had reached $139.7 million,
versus $105.1 million at the time of the last rating actions.
Added to losses on account of credit risk sales, these defaults
have contributed to bring down the class A and B
overcollateralization. Currently, the class A ratio stands at
95.2%, versus a minimum requirement of 117.0% and a value of
101.8% when the transaction was last reviewed. During the same
period, the class B ratio dropped to 79.4% from 88.4%, and is now
substantially below its 104.0% minimum requirement. Standard &
Poor's did not rate the class B notes in this transaction.

Standard & Poor's reviewed the results of current cash flow runs
generated for Adams Street CBO 1998-1 Ltd. to determine the level
of future defaults the rated tranches could withstand under
various stressed default timing and interest rate scenarios, while
still maintaining its ability to honor all interest and principal
payments on the rated notes. When the result of these cash flow
runs were compared with the projected default performance of the
performing assets in the collateral pool, it was determined that
the ratings assigned to the class A-2A, A-2B, and A-3 notes were
no longer consistent with the credit enhancement available to
support the notes, resulting in the lowered ratings.
   
             RATINGS PLACED ON CREDITWATCH NEGATIVE
   
                  Adams Street CBO 1998-1 Ltd.
   
                     Rating
        Class    To           From           Balance (mil. $)
        A-2A     B            B+/Watch Neg            155.35
        A-2B     B            B+/Watch Neg             28.65
        A-3      CC           CCC-/Watch Neg           24.00
   
                      RATING AFFIRMED
  
               Adams Street CBO 1998-1 Ltd.
   
              Class     Rating     Balance (mil. $)
              A-1       AAA                  16.37


ADEPT TECHNOLOGY: June 30 Balance Sheet Upside-Down by $11 Mill.
----------------------------------------------------------------
Adept Technology, Inc. (OTCBB: ADTK.OB), a leading manufacturer of
flexible automation for the semiconductor, life sciences,
electronics and automotive industries, reported financial results
for its fourth quarter ended June 30, 2003.

Net revenues for the quarter ended June 30, 2003 were $11.3
million, a decrease of 22.7% from net revenues of $14.6 million
for the quarter ended June 30, 2002. Gross margin for the quarter
was 20.0% versus 31.0% for the same quarter a year ago. The
decrease in gross margin is primarily the result of inventory
write downs related to our Nanostage product line and obsolete
semiconductor components. Operating expenses for the quarter were
$8.6 million, a decrease of 50.0% compared to $17.1 million for
the quarter ended June 30, 2002. R&D and SG&A expenses for the
quarter ended June 30, 2003 were $6.2 million, a decrease of 48.1%
compared to $11.9 million for the same period a year ago. Adept
reported a net loss of $6.4 million, or $0.42 per share, for the
quarter ended June 30, 2003, versus a net loss of $11.9 million,
or $0.85 per share, for the quarter ended June 30, 2002. The
figures above include amortization and restructuring charges of
$2.4 million for the quarter ended June 30, 2003 and $6.8 million
for the quarter ended June 30, 2002.

Brian R. Carlisle, Chairman and Chief Executive Officer of Adept
noted, "During the fourth quarter, we made very substantial
progress in turning around our financial performance. We have now
completed most of the write downs and restructuring necessary to
get our expenses in line with revenues. We have reduced our
operating expense run rate to approximately $5 million of cash
operating expense per quarter. We have improved our gross margins,
and expect our first quarter gross margin to be in the range of
34% to 38%. Revenue has stabilized and appears to be slowly
improving as some of our historical markets in electronics and
data storage are finally beginning to add capacity again. We were
able to increase our cash balance through careful asset management
from $1.7 million at the end of the March quarter to $3.2 million
at the end of the June quarter. We effectively managed non-cash
working capital assets during the quarter enabling us to reduce
cash utilized in operations. As an example, we controlled receipts
and leveraged sales of existing inventory resulting in an ending
inventory balance of $7.1 million at the end of the June quarter
compared to a balance of $11.2 million for the same period a year
ago. This represents a 36.6% reduction in inventory levels. In
terms of product offerings, we introduced and began shipping the
next generation versions of our controls architecture and Adept
Cobra robots, which are expected to further improve gross margins
during the course of fiscal 2004. Although our reported gross
margin for the fourth quarter was 20.0%, it included several non-
cash charges consisting of inventory write downs and rent which
negatively impacted gross margin by fourteen points. We do not
anticipate incurring these charges over the next several quarters.
We were successful in completing lease amendment negotiations with
our landlord in Livermore, the result of which involves the
settlement of rent for unused space for a convertible note in the
first quarter of fiscal 2004 and a reduction in our quarterly rent
expenses by 78.0%. We have not been successful in reaching
agreement with the landlord of our former San Jose facility, and
are currently litigating amounts owed under that lease. As we have
vacated this facility, and have established appropriate reserves
for any liabilities associated with this lease, we anticipate no
future income statement impacts related to this lease. As a result
of all these activities, we expect substantially improved
financial performance in fiscal 2004."

For the year ended June 30, 2003, Adept reported net revenues of
$44.8 million compared to net revenues of $57.0 million for the
year ended June 30, 2002, a decrease of 21.4%. Gross margin for
the year ended June 30, 2003 was 24.0% versus 33.6% for the same
period a year ago. Operating expenses for year ended June 30, 2003
were $39.8 million compared to $72.8 million in operating expenses
for the same period a year ago, a decrease of 45.4%. For the year
ended June 30, 2003, Adept had a net loss of $29.0 million, as
compared to a net loss of $59.8 million for the year ended June
30, 2002. The operating expense figures above include amortization
and restructuring charges of $6.1 million for the year ended June
30, 2003 and $18.4 million for the same period one year ago. The
net loss figure for the year ended June 30, 2002 also includes a
goodwill impairment charge of $6.6 million and the cumulative
effect of change in accounting principle of $10.0 million.

The company managed to increase its cash balance to $3.2 million
in the quarter ended June 30, 2003 from $1.7 million in the
quarter ended March 29, 2003, despite a fourth quarter operating
loss of $6.3 million. Of this loss, approximately $3.0 million is
attributable to non-cash lease expenses and inventory write-downs.
Additionally, the company generated $3.8 million from reducing
inventory and accounts receivable balances, resulting in a net
increase of $1.5 million in cash. Although Adept continues to
manage its cash very closely, it remains committed to pursuing a
modest level of additional outside sources of financing to address
future operating requirements.

               Financial Liquidity Highlights

-- Cash and cash equivalents were $3.2 million at June 30, 2003
   compared with $1.7 million at March 29, 2003.

-- Amounts owed to vendors beyond normal terms decreased to $1.1
   million at June 30, 2003 from $1.5 million at March 29, 2003.

-- Outstanding Accounts Receivable Purchase Agreement liabilities
   with Silicon Valley Bank decreased to $97,000 at June 30, 2003
   from $340,000 at March 29, 2003.

At June 30, 2003, Adept Technology's balance sheet shows a total
shareholders' equity deficit of about $11.5 million.

                      Business Highlights

-- Adept announced New Film Frame Handling Platform for Back-End
   Metrology and Advanced Packaging Process Equipment.

-- Adept announced that its Adept Cobra Smart600(TM) robot won
   Robotics World magazine's Innovative Products Award at the 2003
   International Robot and Vision Show

-- Adept introduced the Adept FireBlox(TM), a miniature dual-axis
   servo amplifier and controller. The Adept FireBlox is based
   upon the Adept SmartServo(TM) architecture and is designed to
   power and control multi-axis servo devices. Based on the Adept
   SmartServo architecture, the new product is designed to reduce
   wiring, lower costs and improve reliability for motion control
   applications.

-- Adept announced the release of the Adept SmartMotion(TM)
   system. Based on the Adept SmartServo(TM) architecture, the
   Adept SmartMotion system controls industrial robots and other
   high performance multi-axis servo devices, and is designed to
   reduce the costs of motion control.

-- Adept announced the introduction of four new models in their
   Adept Cobra product line. The new Adept Cobra Smart600(TM) and
   Adept Cobra Smart800(TM) robots contain an embedded controller
   in the arm and have no external electronics. The new Adept
   Cobra s600(TM) and Adept Cobra s800(TM) robots are offered with
   the Adept SmartController(TM) and provide advanced
   functionality such as vision guidance, conveyor tracking and
   multiple robot control. All four new robots contain power
   amplifiers and a servo controller inside the robot, and utilize
   the Adept SmartServo architecture, which replaces hundreds of
   wires and connections with a single cable, using the
   FireWire(R) (IEEE-1394) based high-speed control bus, reducing
   costs, increasing reliability and simplifying installation.

                         Adept's Outlook

The following statements are based on current expectations. These
statements are forward-looking, and actual results may differ
materially. These statements do not reflect the potential impact
of any mergers, acquisitions or other business combinations that
may be completed after the date of this release.

-- The company expects net revenues for the first quarter of
   fiscal 2004 to be flat to up 6.0% from fourth quarter fiscal
   2003 net revenues of $11.3 million.

-- The company expects its gross margin percentage to be
   approximately 34% to 38% for the first quarter of fiscal 2004.

-- R&D and SG&A expenses in the first quarter of fiscal 2004 are
   expected to be $5.6 million to $5.9 million compared to fourth
   quarter of fiscal 2003 expenses of $6.2 million.

-- Unless the company secures additional capital, it expects its
   cash balance as of the end of the first quarter of fiscal 2004
   to be $1.8 million.

-- The company has effectively completed negotiations with its
   landlord in Livermore, which is expected to reduce the
   company's quarterly lease expenses by 78.0%. Under the lease
   settlement agreement, the company was released of its lease
   obligations on two unoccupied buildings in Livermore and
   received a rent reduction on the occupied building from $1.55
   to $1.10 per square foot. In exchange, the company issued a 3
   year, $3.0 million convertible note in favor of the landlord
   bearing an interest rate of 6.0% with a right to convert into
   common stock at an exercise price of $1.00 per share. In
   addition, the addendum to the lease carries liquidated damages
   in the event of default on the lease payments equivalent to 1
   year of rent obligations on the original lease.

-- Depreciation and amortization is expected to be approximately
   $0.7 million in the first quarter of fiscal 2004.

Adept Technology, Inc. designs, manufactures and markets
intelligent production automation solutions to its customers in
many industries including the food, communications, automotive,
appliance, semiconductor, photonics, and life sciences industries.
Adept products are used for small parts assembly, material
handling and ultra precision process applications and include
robot mechanisms, real-time vision and motion controls, machine
vision systems, system design software, process knowledge
software, precision solutions and other flexible automation
equipment. Adept was incorporated in California in 1983. More
information is available at http://www.adept.com  


ADVANCE AUTO PARTS: Reports Improved Second Quarter 2003 Results
----------------------------------------------------------------
Advance Auto Parts, Inc., (NYSE: AAP) achieved earnings per
diluted share of $1.16 for the second quarter ended July 12, 2003,
after non-recurring expenses of $0.05 per diluted share associated
with the Discount Auto Parts' integration. Year-to-date earnings
per diluted share rose to $1.31, after non-recurring expenses of
$0.79 per diluted share resulting from the early redemption of
outstanding notes and debentures and $0.10 per diluted share in
integration expenses.

Comparable earnings per diluted share rose by 57.1% to $1.21 in
the second quarter from $0.77 last year.  Year-to-date comparable
earnings per diluted share rose 65.4% to $2.20 compared to $1.33
last year.  Comparable results do not include the non-recurring
expenses associated with the Discount Auto Parts' integration and
the early redemption of notes and debentures, as reconciled on the
accompanying statements.  The Company uses these non-GAAP-
comparable measures as an indication of its earnings from
recurring operations and believes it is important to the Company's
stockholders due to the non-recurring nature and significance of
the excluded expenses.    

Sales increased 5.9% in the second quarter to $839.2 million
compared to $792.7 million last year.  Same store sales grew 2.0%
in the second quarter on top of 5.0% in the same quarter last
year.  The Discount Auto Parts stores, which are in the comparable
store base this year, produced a comparable store sales increase
of 6.6% during the second quarter compared to 3.7% last year.
Year-to-date sales increased 4.2% to $1,872.7 million compared to
$1,796.8 million last year as same store sales rose 1.5% compared
to 6.5% during the same period last year.

During the second quarter, gross margin increased 140 basis points
to 45.4% compared to 44.0% last year as the Company reaped the
benefits of its category management initiatives and leveraged its
logistics expenses.  Year-to-date, gross margin improved 160 basis
points to 45.3% from 43.7% last year.

As a result of the strong gross margin improvement, comparable
operating income increased 24.6% in the second quarter to $80.9
million from $64.9 million in the same quarter last year,
generating an operating margin increase of 140 basis points to
9.6%.  On a GAAP basis, operating income increased 36.2% to $78.0
million.

Comparable net income rose 60.2% in the second quarter to $45.2
million from $28.2 million in the second quarter last year.  On a
GAAP basis, net income increased 172.6% to $43.5 million in the
second quarter, which included $1.8 million of after-tax non-
recurring integration expenses associated with the Discount Auto
Parts' acquisition. Year-to-date comparable net income increased
70.7% to $81.2 million compared to $47.6 million last year.  On a
GAAP basis, net income increased 73.0% to $48.5 million, which
included $3.9 million of after-tax non-recurring integration
expenses associated with the Discount Auto Parts' acquisition and
$28.8 million of after-tax non-recurring expenses related to the
early redemption of outstanding notes and debentures in the first
quarter.

Commenting on the second quarter results, Larry Castellani, the
Company's Chairman and Chief Executive Officer, said, "Our team
proved this quarter that even in a challenging sales environment
we can achieve our goal of expanding our operating margins.  Our
category management initiatives are running ahead of plan.  We
have developed a game plan to expand our sales growth and we see
tremendous opportunities for the future."

Year-to-date, the Company generated $234.3 million in free cash
flow, including $140.2 million in the second quarter.  These
results do not include the non-recurring cash expenses of $36.9
million associated with the early redemption of the Company's high
interest bearing notes and debentures in the first quarter of
2003.  Including these non-recurring expenses, year-to-date the
Company generated $197.4 million in free cash flow.  Free cash
flow is calculated as cash provided by operating activities
reduced by cash used in investing activities.  The Company expects
to be a slight user of cash in the second half of the year and
raised its 2003 fiscal year guidance for free cash flow to $170
million.

During the quarter 27 new stores were opened, six stores were
relocated, and one store was closed resulting in an ending store
count of 2,482.  Year-to-date, the Company has opened 60 new
stores, relocated 18 stores, and closed 13 stores.  The Company
expects to open 125 stores this year, relocate approximately 40
stores, and close 25 stores.

The Company also issued comparable earnings per diluted share
guidance for the third quarter in the range of $1.18 to $1.22
compared to $0.92 last year, a 28% to 33% increase.  Due to its
strong earnings growth during the first half of 2003, the
Company's comparable earnings per diluted share guidance for the
full year has increased to a range of $4.01 to $4.11 compared to
its previous guidance of $3.85 to $3.95 per diluted share.  This
guidance excludes the non-recurring expenses of the redemption of
notes and debentures, integration expenses, and the positive
effect of the 53rd week in the fourth quarter.  On a GAAP basis,
the Company raised its earnings per diluted share guidance to
$3.14 to $3.22, which includes the non-recurring expenses
associated with the redemption of bonds and debentures in the
first quarter and integration expenses related to the Discount
Auto Parts acquisition.

Advance Auto Parts, Inc. (S&P, BB- Corporate Credit Rating,
Positive), based in Roanoke, Va., is the second largest retailer
of automotive parts in the United States.  At July 12, 2003, the
Company had 2,482 stores in 37 states, Puerto Rico and the Virgin
Islands. The Company serves both the do-it-yourself and
professional installer markets.


ADVANCED COMMS: SEC Declares Registration Statement Effective
-------------------------------------------------------------
Advanced Communications Technologies, Inc. (OTCBB:ADVC) announced
that on July 31, 2003, the Securities and Exchange Commission
approved the Company's Registration Statement that was filed with
the SEC on July 16, 2003, declaring it effective.

When asked what positive impact to the Company and its
shareholders the effective Registration Statement has, Wayne I.
Danson, ACT's President responded "The Company has been waiting
for this important door to open. This is the first step towards
reorganizing and restructuring the Company."

Danson conveyed that details on the restructuring strategies and
related progress would be announced over the next 60 days.

Matthew Beckman, Managing Partner of Cornell Capital Partners,
L.P., was present and stated, "ACT has our complete financial and
strategic business support."

Beckman, who intends to become a Director of the Company added, "I
look forward to working with Wayne (Danson) and the other board
members in turning the Company into a successful and profitable
organization."

Danson, when asked about the Company's $30 million Equity Line of
Credit with Cornell said, "We now have immediate access to our
financing facility and plan to use it initially for working
capital purposes and in restructuring our obligations with various
creditors."

Management is delighted with the SEC's actions that signify the
end of a review by the SEC of the Company's regulatory filings
over the past two years. Now that the quiet period has ended, the
Company expressed enthusiasm in being able to discuss its future
plans more freely through regular news releases.

Advanced Communications Technologies Inc., owns the exclusive
marketing and distribution rights throughout the North and South
American markets to SpectruCell, a software-defined radio (SDR)
multiple protocol wireless system that is currently under
development, consisting of hardware and software that enables
network providers to install a single base station and configure
it to any or all protocols. At March 31, 2003, the Company's
balance sheet shows a total shareholders' equity deficit of about
$6 million.


AES CORP: Withdraws Support for Drax Holdings' Restructuring
------------------------------------------------------------
The AES Corporation (NYSE:AES) has withdrawn its support for the
Restructuring Proposal set out in AES Drax Holdings Limited Form
6-K filed on June 30, 2003.

Paul Hanrahan, said, "For the past 12 months, AES has worked
diligently to navigate the interests of Drax stakeholders through
all of this turmoil, beginning with the onset of TXU Europe's
demise, through their bankruptcy and beyond. We have operated the
plant extremely well, we have committed top management resources,
we have preserved the claims of Drax in the TXU Europe
administrative proceeding and we have led the process of
restructuring and reorganizing the very complex and oft-times
conflicting set of creditor concerns. We have done all of this in
good faith towards preserving as much value for all Drax
stakeholders, and most importantly, we have done this without any
compensation to AES. In fact, we have offered to put more money in
to Drax as part of the restructuring. AES looked at its
participation as it would any new investment, applying rigorous
investment criteria to its commitment.

At this time, we feel it appropriate that the creditors of Drax
exhibit a commitment to AES as part of the solution. We have
communicated to the creditors that we are no longer willing to
participate without this commitment, and that we are not willing
to increase our offer. The creditors have not given us that
commitment, and therefore we have withdrawn our offer and support
for the business. AES will maintain it's financial and investment
discipline in all its business dealings, and this is an example of
that discipline."

During the first half of 2003, AES Drax has generated a
significant net loss before tax of approximately $89 million, or
approximately $0.10 per share. If AES has no continuing
involvement in the operations of Drax, its previous results
(including current year losses) will be reflected as discontinued
operations. AES wrote off its entire investment in Drax during
2002.

AES is a leading global power company comprised of contract
generation, competitive supply, large utilities and growth
distribution businesses.

The company's generating assets include interests in 158
facilities totaling over 55 gigawatts of capacity, in 28
countries. AES's electricity distribution network sells 108,000
gigawatt hours per year to over 16 million end-use customers.

For more general information visit http://www.aes.com

                         *    *    *

As reported in Troubled Company Reporter's July 18, 2003 edition,
Fitch Ratings affirmed the existing ratings of The AES Corp.
as follows:

                              AES

         -- Senior secured bank debt 'BB';
         -- Senior secured notes collateralized by first
               priority lien 'BB';
         -- Senior unsecured debt 'B';
         -- Senior and junior subordinated debt 'B-';

                          AES Trust III

         -- Trust preferred convertibles 'CCC+'.

                          AES Trust VII

         -- Trust preferred convertibles 'CCC+'.

Fitch has also assigned a 'B+' rating to AES' recently raised $1.8
billion junior secured notes collateralized by a second priority
lien. The collateral package pledged to AES' secured debts
consists of all of the capital stock of AES' material domestic
subsidiaries and 65% of the capital stock of AES' foreign
subsidiaries. In addition, Fitch revised AES' Rating Outlook to
Stable from Negative.


ALARIS MEDICAL: June 2003 Period Results Show Better Performance
----------------------------------------------------------------
For the six months ended June 30, 2003, ALARIS Medical, Inc.'s
sales were $248.9 million, an increase of $36.0 million, or 17%,
over the same period in the prior year. If currency exchange rates
for the six months ended June 30, 2003 had prevailed during the
same period 2002, sales would have been $224.4 million for the six
months ended June 30, 2002. Thus, excluding the effects of
currency changes, the increase in sales for the six months ended
June 30, 2003 was $24.5 million, or 11%, over the same period in
2002.

Higher volumes of both drug infusion instruments and disposable
administration sets were the primary factors leading to the
increase in North America sales of $21.0 million, or 14%, over the
prior year. The increase in infusion instruments was primarily due
to sales of the Medley Medication Safety System and the Company's
proprietary Guardrails Safety Software. ALARIS believes that the
increase in dedicated disposables was due to an increase in its
installed base of infusion devices.  The increase in other
disposables and service was due to approximately $4.9 million in
additional sales of SmartSite Needle-Free systems. The increase in
sales of drug infusion products in North America was partially
offset by lower volumes of patient monitoring instruments and
associated disposables compared with the prior year.   

International sales for the six months ended June 30, 2003
increased $15.0 million, or 23% compared with the same period in
the prior year. Excluding the effects of currency changes,
International sales for the six months ended June 30, 2003
increased 5% over the same period in 2002. This increase was due
to higher volumes of, and revenues from, large volume pumps,
syringe pumps, dedicated disposable administration sets, SmartSite
Needle-Free systems and services compared with the same period in
the prior year.   

Gross profit increased $25.9 million, or 25%, for the six months
ended June 30, 2003, compared with the same period in the prior
year. The gross margin percentage increased to 52.9% for the first
half of 2003, from 49.7% for the first half of 2002. Excluding the
effects of currency changes, gross profit for the six months ended
June 30, 2003 would have increased $17.5 million from the same
period in 2002 and the gross margin percentage for the six months
ended June 30, 2002 would have been 50.9%. In both North America
and International, the improved margin percentage was due to
increased volume of products manufactured and sold, an increased
percentage of revenues from sales of software products that carry
a higher margin than equipment and disposables, and generally
lower product costs resulting from improved manufacturing  
efficiencies.   

Selling and marketing expenses increased $7.3 million, or 17%, for
the six months ended June 30, 2003, compared with the same period
in 2002, primarily due to increased selling costs associated with
higher sales volume in the second quarter of 2003 compared with
the prior year and to higher sales and marketing costs related to
increased personnel, consulting and related activities supporting
the continued deployment of the Company's medication safety
strategy. As a percentage of sales, selling and marketing expenses
remained constant at 20.0%. Excluding the effects of currency
changes, the increase in selling and marketing expenses for the
six months ended June 30, 2003 would have been $4.8 million, or
11%, compared with the same period in 2002.   

General and administrative expenses increased $3.1 million, or
15%, for the six months ended June 30, 2003, compared with the
same period in the prior year. As a percentage of sales, general
and administrative expenses decreased to 9.4% for the six months
ended June 30, 2003, from 9.5% for the same period in 2002.
Excluding the effects of currency changes, the increase in general
and administrative expenses for the second quarter of 2003 would
have been $2.6 million, or 13%, compared with the second quarter
of 2002. Increases in administrative expenses were largely due to
higher depreciation, legal and other professional services, and
medical insurance expense over the same period in the prior year.   

Research and development expenses increased approximately $4.5
million, or 33%, for the six months ended June 30, 2003, compared
with the same period in the prior year. The increase was due to
spending associated with new product development primarily related
to the Company's medication safety strategy, including increased
spending on new products for the international market. This higher
spending was primarily in the form of increased salaries and
benefits and outside consulting. Research and development expenses
increased to 7.4% of sales for the first half of 2003, compared
with 6.5% of sales for the same period in 2002.   

The Company recorded a non-recurring benefit of $1.1 million
during the first quarter of 2002 for an insurance settlement. The
settlement related to damages and losses incurred at one of its
disposable products manufacturing plants in Mexico in 1993 as a
result of flooding. The contingency related to the insurance
settlement was resolved in the first quarter of 2002, when the
Company received proceeds of $1.0 million and notification of an
additional payment due of $.1 million, which it received during
April 2002.   

During the first quarter of 2002, the Company initiated a plan to
restructure its Central European technical services. In connection
with this plan, the Company recorded a charge of $.5 million which
included $.4 million for severance costs for 21 positions affected
by the relocation of its German operations and $.1 million related
to lease termination payments. As of June 30, 2003, all severance
payments had been made to the identified employees.   

Interest income from sales-type capital leases decreased $.6
million, or 24%, for the six months ended June 30, 2003, compared
with the same period in 2002 due to a decrease in the contract
portfolio as more customers have utilized third party financing.   

Interest income was constant for the six months ended June 30,
2003, compared with the same period in 2002. While the average
cash balances were higher than the same period in 2002, the yield
earned on such cash balances was lower due to lower interest rates
during the first half of 2003.  

Interest expense decreased $.2 million, or 1%, for the six months
ended June 30, 2003, compared with the same period in the prior
year, primarily as a result of the repurchase in February 2003 of
$25 million of Senior Discount Notes.   

In connection with the recapitalization ALARIS recorded a pre-tax
charge of $67.7 million ($41.4 million, net of tax, or $.69 per
share) for the six months ended June 30, 2003. This charge
includes premiums (representing the excess of tender offer
purchase prices over principal amounts of purchased indebtedness)
and consent payments in connection with the tender offers and
consent solicitations of $55.4 million, the write-off of related
unamortized debt issuance costs of $10.3 million and other related
costs of $2.0 million.  

Excluding this charge, net income would have been $8.1 million and
net income per common share, on a fully diluted  basis, would have
been $.13.  On a pro forma basis, assuming the recapitalization
had occurred on January 1, 2003, and excluding the charge relating
to recapitalization expenses that was recorded in the first half
of 2003, net income for the six months ended June 30, 2003 would
have been $17.9 million and net income per common share, on a
fully diluted basis, would have been $.24.   

Other, net expenses increased $.2 million for the six months ended
June 30, 2003, compared with the same period in 2002 primarily due
to higher charges incurred to settle foreign currency contracts
and premium costs for currency option contracts.    

ALARIS Medical Systems Inc. (S&P/BB-/Positive), develops practical
solutions for medication safety. The company designs, manufactures
and markets intravenous medication delivery and infusion therapy
devices, needle-free disposables and related monitoring equipment
in the United States and internationally. ALARIS Medical Systems'
proprietary Guardrails(R) Safety Software, its other "smart"
technologies and its "smart" services help to reduce the risks and
costs of medication errors, help to safeguard patients and
clinicians and also gather and record clinical information for
review, analysis and transcription. The company provides its
products, professional and technical support and training services
to over 5,000 hospital and health care systems, as well as
alternative care sites, in more than 120 countries through its
direct sales force and distributors. With headquarters in San
Diego, ALARIS Medical Systems employs approximately 2,900 people
worldwide. Additional information on the company can be found at
http://www.alarismed.com


ALLEGIANCE TELECOM: Fitch Withdraws Default-Level Ratings
---------------------------------------------------------
Fitch Ratings has withdrawn its 'D' senior unsecured and 'DD'
senior secured debt ratings of Allegiance Telecom. Allegiance
filed for Chapter 11 bankruptcy-court protection on May 14, 2003.
Fitch will no longer be providing financial analysis on this
company.


AMERCO: Nasdaq Established Conditions for Continued Listing
-----------------------------------------------------------
AMERCO (Nasdaq: UHAEQ) received a letter from Nasdaq, dated
August 4, 2003, indicating that a Listing Qualifications Panel has
determined to continue the listing of AMERCO's common stock on The
Nasdaq National Market provided that:

     (1) on or before August 8, 2003, AMERCO files its Form 10-K
         for the fiscal year ended March 31, 2003 with the SEC and
         Nasdaq;

     (2) on or before August 14, 2003, AMERCO files its Form 10-Q
         for the quarter ended June 30, 2003 with the SEC and
         Nasdaq;

     (3) on or before deadlines determined by the Panel, AMERCO
         submits to Nasdaq a copy of the Company's plan of
         reorganization as filed with the bankruptcy court, a copy
         of any amendments to the plan of reorganization as
         submitted to the bankruptcy court, documentation
         evidencing that AMERCO has commenced the solicitation of
         votes regarding the plan of reorganization, as well as
         documentation evidencing that the plan of reorganization
         has been confirmed by the bankruptcy court; and

     (4) on or before January 9, 2004, AMERCO submits
         documentation to Nasdaq evidencing its emergence from
         bankruptcy. In addition to the foregoing, AMERCO must
         comply with all other requirements for continued listing
         on Nasdaq.

AMERCO was also notified by Nasdaq that in light of AMERCO's
filing delinquency for its March 31, 2003 Form 10-K, a fourth
character "E" must be appended to the Company's ticker symbol.
Accordingly, effective with the open of business Tuesday,
August 5, 2003, AMERCO's trading symbol was changed from "UHALQ"
to "UHAEQ." The trading symbol also includes the fifth character
"Q," as a result of AMERCO's previously announced bankruptcy
filing.

The company also said that Gary Horton, AMERCO's long time
Treasurer, has acquiesced to the Company's request that he stay on
to facilitate continuity in the transition of the Company's
financial restructuring. Mr. Horton previously announced his
retirement effective August 1, 2003. Mr. Horton started with the
company in 1968 and has extensive experience in AMERCO's financial
reporting.

For more information about AMERCO, visit http://www.amerco.com


AMERCO: Taps Crowell & Moring as Counsel on SEC Inquiry Matters
---------------------------------------------------------------
According to Bruce T. Beesley, Esq., at Beesley, Peck & Matteoni,
Ltd., in Reno, Nevada, Crowell & Moring is recognized to be an
expert in complex commercial litigation matters.  Crowell &
Moring has a Securities and Enforcement group of 20 attorneys
that has considerable expertise in representing persons and
entities in connection with investigations conducted by the
Enforcement Division of the Securities and Exchange Commission.
In addition, Crowell & Moring has extensive knowledge of Amerco's
business and financial affairs.  In fact, Crowell & Moring is
familiar with Amerco's historical financial and accounting
practices.

Pursuant to Sections 327 and 329 of the Bankruptcy Code, Amerco
seeks the Court's authority to employ Crowell & Moring as its
special counsel in connection with the SEC's "fact-finding
inquiry" of Amerco's financial statements.  The employment will
be under the terms of the Engagement Letter Amerco entered into
with Crowell & Moring dated March 20, 2003 and supplemented on
March 21, 2003.

Mr. Beesley explains that the SEC Investigation encompasses a
review of complex accounting and auditing matters that cannot be
reasonably conducted without expert legal counsel that
specializes in these matters and that is familiar with the
factual intricacies involved.  As special counsel, Crowell &
Moring will:

    (a) manage and conduct Amerco's response to the SEC
        Investigation, including, but not limited to, responding
        to the SEC's information and related requests;

    (b) represent Amerco and certain of its current and former
        employees in testimony before the SEC; and

    (c) counsel Amerco in other aspects of the SEC Investigation
        and related proceedings.

Jeffrey F. Robertson, Esq., a partner in the Securities
Regulation and Enforcement group of Crowell & Moring LLP, tells
the Court that the firm will charge the Debtor these hourly
rates:

    Partners                  $335 - 550
    Counsel and associates     195 - 550
    Paraprofessionals          120 - 250

Crowell & Moring will also seek Court approval of its out-of-
pocket expenses in connection with its performance of the agreed
services.

Prior to the Petition Date, Crowell & Moring received from Amerco
a $50,000 retainer, $20,000 of which remains unapplied.  Crowell
& Moring will continue to hold the Retainer in accordance with
the Engagement Letter during the pendency of the SEC
Investigation and this Chapter 11 case, provided that the estate
pays all fees and reimburse all expenses incurred once the Court
approves them for payment.  Aside from the Retainer, within one
year prior to the Petition Date, Crowell & Moring received
$232,496 on account of its prepetition services to Amerco.

Mr. Robertson assures Judge Zive that:

    (a) neither Crowell & Moring nor any of its attorneys holds
        or represents an adverse interest to Amerco's estate;

    (b) neither Crowell & Moring nor any of its attorneys is or
        was a creditor, an equity security holder or an Amerco
        insider, except that Crowell & Moring previously has
        rendered legal services to Amerco for which it has been
        compensated;

    (c) neither Crowell & Moring nor any of its attorneys is or
        was an investment banker for any outstanding security
        issued by Amerco;

    (d) neither Crowell & Moring nor any of its attorneys is or
        was, within three years before the Petition Date, an
        investment banker for a security Amerco issued, or an
        attorney for an investment banker in connection with the
        offer, sale or issuance of any security Amerco issued;

    (e) neither Crowell & Moring nor any of its attorneys is or
        was, within two years prior to the Petition Date, a
        director, officer or employee of Amerco or of its
        investment banker;

    (f) Crowell & Moring does not have an interest materially
        adverse to the estate's interest or of any class of
        creditors or equity security holders, by reason of any
        direct or indirect relationship to, connection with or
        interest in the Debtor or an investment banker or for any
        other reason; and

    (g) no attorney at Crowell & Moring is related to any U.S.
        District Judge or U.S. Bankruptcy Judge for the District
        of Nevada or to the U.S. Trustee for Nevada or to any
        known employee in the office thereof. (AMERCO Bankruptcy
        News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)


AMERICAN PLUMBING: S&P Junks Corp. Credit & Senior Debt Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on American Plumbing & Mechanical Inc. to 'CCC+' from 'B-'.
At the same time, Standard & Poor's lowered its senior secured
debt rating on AMPAM to 'CCC+' from 'B' and its subordinated debt
rating to 'CCC-' from 'CCC'. All ratings were removed from
CreditWatch, where they had been placed on May 21, 2003. The
outlook is negative. At March 30, 2003, AMPAM had approximately
$167 million of debt outstanding.

The rating actions incorporate AMPAM's nominal liquidity, with
just $4.5 million in revolving bank credit facility availability,
$5.6 million of cash (both at March 31, 2003), and very tight
covenants under its bank credit facility. "We are concerned that,
should AMPAM break its bank covenants, the senior secured lenders
may not allow the company to make its October 2003 scheduled
interest payment of approximately $5.5 million on its outstanding
subordinated notes," said Standard & Poor's credit analyst Joel
Levington.

Furthermore, AMPAM faces significant refinancing risk with the
bank facility maturing in March 2004.

AMPAM's operating performance has declined precipitously over the
past couple of years because of poor project management within its
commercial construction operation and operating issues within some
of its startup units. The company has hired Conway Del Genio &
Greis & Co. LLC to review all operational and financial
alternatives to alleviate its constrained liquidity profile.

"While we believe it is plausible that the company could get a
temporary extension on the current bank credit facility, it is
unlikely to get a longer-term facility with needed flexibility
without either new equity capital or restructuring the
subordinated notes," Mr. Levington said.

AMPAM is a leading provider of plumbing and mechanical contracting
services in the U.S. Although the residential construction market
has remained solid during this period of economic weakness, the
company has experienced poor operating performance in its
commercial operations and is facing intense pricing pressures in
many of its end-markets. AMPAM is closing down a few unprofitable
operations; however, these units could still be a drain on cash
flow because of potential labor inefficiencies.


ARMOR HOLDINGS: Prices $150 Million Senior Sub. Notes Offering
--------------------------------------------------------------
Armor Holdings, Inc. (NYSE: AH), a leading manufacturer and
distributor of security products and vehicle armor systems serving
law enforcement, military, homeland defense and commercial
markets, has priced a private placement of $150 million aggregate
principal amount of its 8.25% Senior Subordinated Notes due 2013.  

Armor Holdings, Inc. intends to use the net proceeds of the
planned offering to fund future acquisitions, including its
potential acquisition of Simula, Inc., repay a portion of its
outstanding debt and for general corporate and working capital
purposes, including the funding of capital expenditures.  

The private placement is scheduled to close on Tuesday, August 12,
2003 and is subject to various closing conditions.

The senior subordinated notes will be offered to qualified
institutional buyers in reliance on Rule 144A of the Securities
Act of 1933 and to non-U.S. persons in reliance on Regulation S
under the Securities Act of 1933. The senior subordinated notes
will not be registered under the Securities Act of 1933.
Therefore, the senior subordinated notes may not be offered or
sold in the United States absent registration under the Securities
Act of 1933 or an exemption from the registration requirements of
the Securities Act of 1933 and applicable state securities laws.

Armor Holdings (S&P, BB Corporate Credit Rating, Stable), included
in FORBES magazine's list of "200 Best Small Companies" in 2002,
and a member of the S&P Smallcap 600 Index, is a leading
manufacturer of security products for law enforcement personnel
around the world through its Armor Holdings Products division and
is one of the world's largest and most experienced passenger
vehicle armoring manufacturers through its Mobile Security
division.  Armor Holdings Products manufactures and sells a broad
range of high quality branded law enforcement equipment.  Such
products include ballistic resistant vests and tactical armor,
less-lethal munitions, safety holsters, batons, anti-riot products
and a variety of crime scene related equipment, including narcotic
identification kits. Armor Holdings Mobile Security, through its
commercial business, armors a variety of vehicles, including
limousines, sedans, sport utility vehicles, and money transport
vehicles, to protect against varying degrees of ballistic and
blast threats.  Through its military program, it is the prime
contractor to the U.S. Military for the supply of armoring and
blast protection for High Mobility Multi-purpose Wheeled Vehicles,
commonly known as HMMWVs.


ARMSTRONG HLDGS.: Wants to Renew Deloitte Engagement Until 2005
---------------------------------------------------------------
Over the past two years, Deloitte & Touche LLP has been serving as
the Armstrong Holdings Debtors' internal auditor and internal
investigator, and also has provided consulting services for the
Debtors' employee retirement income plan.  This engagement was
expanded to include enhanced internal investigation services and
more retirement plan services -- but the expanded engagement is
set to expire on August 30, 2003.  The Debtors therefore ask Judge
Newsome to approve Deloitte's continued employment through August
31, 2005.  The Debtors say Deloitte's work is necessary and
required for the company to effectively and efficiently operate
during the pendency of these chapter 11 cases.

Currently, Deloitte is the only professional retained by the
Debtors to provide internal auditing and internal investigation
services to the Debtors in these chapter 11 cases, and the Debtors
urge Judge Newsome to agree that it is in the best interests of
these estates to renew and continue this engagement, but with a
modified compensation agreement.

                     Deloitte's Compensation

As set out in the modified engagement letter, Deloitte will charge
hourly fees:

                   $125     Financial/Operational Auditors

                   $135     Information Technology Internal
                            Auditors - areas of typical coverage

                   $220     Information Technology Internal
                            Auditors - areas of atypical coverage

                   $275     Investigative Specialists

These rates presume a minimum of 15,000 hours of total services
annually, and will remain fixed until August 30, 2004, but will be
increased immediately after that date.

Deborah Hassan, a member of Deloitte in Philadelphia, avers that
Deloitte is and remains a disinterested professional person within
the meaning of the Bankruptcy Code. (Armstrong Bankruptcy News,
Issue No. 45; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


ASSOCIATED MATERIALS: Debt Concerns Spur S&P to Cut Rating to B+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on vinyl siding and window manufacturer Associated
Materials Inc. to 'B+' from 'BB-' based on increased debt
concerns.

Standard & Poor's said that it removed its ratings on the Cuyahoga
Falls, Ohio-based company from CreditWatch where they were placed
with negative implications on Aug. 1, 2003. The current outlook is
stable.

"The rating actions reflect a significant increase in debt in
connection with Associated Materials' plans to acquire Gentek Inc.
for $118 million in cash," said Standard & Poor's credit analyst
Cynthia Werneth. The transaction is expected to close by the end
of August and will be financed with a new bank term loan. Gentek
manufactures and distributes vinyl, aluminum, and steel siding and
accessories and vinyl windows.

Standard & Poor's said that at the same time it has assigned,
based on preliminary terms and conditions, its 'B+' senior secured
bank loan rating to Associated Materials' new $260 million bank
credit facility.

The new facility is secured by substantially all domestic assets
and a pledge of 65% of the stock of all first-tier foreign
subsidiaries, which should provide a material advantage to secured
lenders. "However," said Ms. Werneth, "based on Standard & Poor's
simulated default scenario, it is not likely that a distressed
enterprise value would be sufficient to cover the entire loan
facility." Factors that could lead to a default include a
significant drop-off in new residential construction or remodeling
such as could occur during a severe recession, a rapid rise in or
prolonged period of elevated raw material costs that cannot be
passed on to customers, or problems integrating the Gentek
acquisition.

Standard & Poor's ratings reflect Associated Materials Inc.'s
position as a medium-size manufacturer of exterior residential
building products with limited product diversity, declining
operating margins as a result of a changing product mix, and some
vulnerability to industry cyclicality and fluctuating raw material
costs, as well as an aggressive financial profile.


ASTROCOM CORP: Files for Chapter 11 Reorganization in Minnesota
---------------------------------------------------------------
Astrocom Corporation (OTCBB:ATCC) has filed a voluntary petition
under Chapter 11 of the federal Bankruptcy Code in the United
States Bankruptcy Court in Minneapolis, Minnesota.

Given the corporation's inability to develop a sustainable revenue
base that would support its operational needs, and its inability
to obtain alternative sources of capital, the corporation filed
for bankruptcy while it had sufficient funds to explore
reorganization. Four of the corporation's nine employees have been
or will be laid off.

Ronald B. Thomas, CEO and President, will serve as Astrocom's
responsible individual during the corporation's reorganization
process.


ASTROCOM CORPORATION: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Astrocom Corporation
        3500 Holly Lane North
        Suite 60
        Plymouth, MN 55447-1284

Bankruptcy Case No.: 03-35458

Type of Business: design and manufacture of internet hardware

Chapter 11 Petition Date: August 7, 2003

Court: District of Minnesota (St. Paul)

Judge: Dennis D. O'Brien

Debtor's Counsel: Thomas F. Miller, Esq.
                  Thomas F. Miller, P.A.
                  715 Florida Ave S
                  Minneapolis, MN 55426
                  Tel: 763-543-9902

Total Assets: $513,130

Total Debts: $2,847,120


ATMI INC: Appoints Doug Neugold to Board of Directors
-----------------------------------------------------
ATMI, Inc. (Nasdaq: ATMI), a supplier of materials and services to
the world's leading semiconductor manufacturers, announced that
Doug Neugold, ATMI President, has been appointed to the Company's
Board of Directors and named Chief Operating Officer of the
Company.

Gene Banucci, ATMI Chief Executive Officer and Chairman of the
Board, said, "Doug's hard work to position ATMI for growth coming
out of the worst downturn in the semiconductor industry's history
has demonstrated his value to the Company. His participation on
the Board of Directors will give him additional opportunities to
grow value for our shareholders."

Doug Neugold was appointed President of ATMI in May 2000, with
primary responsibilities for ATMI's operations. Neugold joined
ATMI in January of 1998 as Vice-President of ATMI's NovaSource
division and was subsequently promoted to President of NovaSource.
He later became Executive Vice-President of ATMI's Materials
business, responsible for all of ATMI's specialty materials
businesses.

Before joining ATMI, Neugold was president of Johnson-Matthey's
Semiconductor Packages Group. He began work in the electronics
industry in 1982 selling capital equipment and chemicals. Neugold
joined Johnson-Matthey as a Sales Engineer and was subsequently
promoted through a succession of product, sales, marketing, and
management positions, including Director and General Manager of
Singapore Operations (1993), Director and General Manager of Asian
Operations (1994), Vice-President of Semiconductor Packages Group
(1995), to President of the Semiconductor Package Group (1996).
Doug has a BSc degree from Clarkson University.

ATMI provides specialty materials, and related equipment and
services, to the worldwide semiconductor industry. As the Source
of Semiconductor Process Efficiency, ATMI helps customers improve
wafer yields and lower operating costs. For more information,
visit http://www.atmi.com  

As previously reported, Standard & Poor's assigned its single-'B'-
plus corporate credit and single-'B'-minus convertible
subordinated notes ratings to ATMI Inc., a Danbury, Conn. Based
supplier of specialty chemicals used to manufacture of
semiconductors.

The ratings on ATMI reflect the company's good niche position in
the semiconductor capital goods industry, offset by that
industry's volatility, substantial technology risks, and an
aggressive acquisition policy. ATMI is a leading supplier of
specialty chemicals used to manufacture semiconductors, as well as
equipment to deliver those chemicals, and related environmental
control products.


BE AEROSPACE: S&P Affirms Low-B Ratings over Adequate Liquidity
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on BE Aerospace Inc. The ratings
are removed from CreditWatch, where they were placed on Feb. 11,
2003. The outlook is negative. Rated debt is about $850 million.

"The affirmation is based on BE Aerospace's adequate liquidity,
signs of some stabilization of very difficult conditions in the
airline industry (the firm's primary customer base), and
expectations that the company's financial profile will gradually
improve in the intermediate term to a level appropriate for the
rating," said Standard & Poor's credit analyst Roman Szuper.

At June 30, 2003, BE Aerospace had $70 million of cash and
equivalents and $50 million available under its $135 million
revolving credit facility. Except for the $15 million payment
required under the facility in December 2004, there are virtually
no debt maturities in the next few years. Although conditions in
the airline industry remain very challenging, there has been some
recovery in air traffic from depressed levels in recent weeks,
stemming primarily from the end of the Iraq war and the
containment of the severe acute respiratory syndrome (SARS).

The ratings on Wellington, Florida-based BE Aerospace reflect
risks associated with very difficult conditions in the airline
industry, high debt levels, unprofitable operations, and poor
credit protection measures. Those factors are partly offset by the
company's position as the largest participant in the commercial
aircraft cabin interior products market, a leading share of that
business on corporate jets, efficient operations, and sufficient
liquidity. The firm's large installed base typically generates
demand for generally higher-margin recurring retrofit,
refurbishment, and spare parts (about 60% of revenues), with the
balance from products installed on new jetliner deliveries.

The consequences of the Sept. 11, 2001 attacks, a soft global
economy, and the impact of SARS and the Iraq war have had a
significant effect on commercial aviation, leading to a decline in
air travel, excess capacity, and deep losses by many airlines,
especially those in the U.S. As a result, air carriers are
conserving cash, deferring refurbishment of cabin interiors, and
scaling back deliveries of new airplanes, which has adversely
affected aerospace suppliers, including BE Aerospace. Orders and
deliveries of business jets, a smaller market for the company,
have also declined significantly, due to lower corporate profits
and a sluggish economy.

In response, BE Aerospace has implemented an aggressive cost-
reduction program (which is now completed) to adjust capacity by
closing five (out of 16) production facilities and cutting the
company's workforce by over 1,400 employees (30% of the
workforce). Restructuring and consolidation charges totaled about
$160 million, of which $70 million were cash costs, with the
ongoing annualized cost reduction expected to be around $40
million.

Very difficult operating environment in the airline industry and
BE Aerospace's high debt levels will challenge management to
improve subpar credit protection measures to a level consistent
with current expectations. Failure to do so could lead to a
downgrade.


BEAR STEARNS: S&P Puts Ratings on Class J, K & L on Watch Neg.
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on classes
J, K, and L of Bear Stearns Commercial Mortgage Securities Inc.'s
commercial mortgage pass-through certificates series 2000-WF1 on
CreditWatch negative.

The CreditWatch placements reflect the fact that 2.36% of the
pool's principal balance is being specially serviced. They also
reflect the interest shortfalls that have accumulated on classes K
and L. The interest shortfalls are primarily the result of
appraisal subordinated entitlement reductions. Standard & Poor's
is currently reviewing the specially serviced loans, the timing of
the interest shortfalls' possible recovery, as well as the pool's
performance. The outcome of this review will determine whether the
ratings on classes J, K, and L from this transaction will be
lowered.

In total, three loans account for $12.31 million, or 1.45% of the
total principal that is delinquent. Two of the loans are
generating the ASERs. The first includes a Furr's supermarket in
Farmington, N.M. (principal balance of $5.36 million, 90-plus days
delinquent). The property was appraised for $1.5 million in March
2003. The second loan is secured by the ISIS Theatre in Aspen,
Colo. (principal balance of $5.36 million, 60 days delinquent).
The property was appraised for $2.5 million in March 2003. Both
loans were transferred to special servicing as the result of
tenant bankruptcies.

In addition, two other loans totaling $6.65 million, or .91% of
total principal balance, are current, but are being specially
serviced. There are two loans on Wells Fargo Bank N.A.'s (the
servicer) watchlist totaling $15.13 million, or 1.78%, of the
total principal balance.
   
                  RATINGS PLACED ON CREDITWATCH
   
        Bear Stearns Commercial Mortgage Securities Inc.
     Commercial mortgage pass-through certs series 2000-WF1
   
                   Rating
     Class    To              From         Credit Support (%)
     J        B+/Watch Neg    B+                        2.48
     K        B/Watch Neg     B                         1.44
     L        B-/Watch Neg    B-                        1.05


BETHLEHEM STEEL: Alternatives to Chapter 11 Liquidation Plan
------------------------------------------------------------
If Bethlehem Steel Corporation's Plan is not confirmed, the
theoretical alternatives include:

    (a) liquidation of the Debtors' assets under Chapter 7 of the
        Bankruptcy Code; and

    (b) an alternative Chapter 11 plan.

                    Liquidation Under Chapter 7

If the Plan or any other Chapter 11 plan for the Debtors cannot
be confirmed under Section 1129(a) of the Bankruptcy Code, these
Chapter 11 Cases may be converted to cases under Chapter 7 of the
Bankruptcy Code, in which event a trustee would be elected or
appointed to liquidate any remaining assets of the Debtors for
distribution to creditors pursuant to Chapter 7 of the Bankruptcy
Code.

Under a Chapter 7 plan, all creditors holding Allowed
Administrative Expense Claims, Allowed Priority Tax Claims, and
Allowed Priority Non-Tax Claims may receive distributions of a
lesser value on account of their Allowed Claims and likely would
have to wait a longer period of time to receive the distributions
than they would under the Plan.

A Chapter 7 trustee, who would lack the Debtors knowledge of
their affairs, would be required to invest substantial time and
resources to investigate the facts underlying the multitude of
Claims filed against the Estates.

                    Alternative Chapter 11 Plan

In the alternative, the Debtors or any other party-in-interest
could attempt to formulate an alternative chapter 11 plan, which
might provide for the liquidation of the Debtors' assets other
than as provided in the Plan.

However, since substantially all of the Debtors' assets have
already been sold to ISG and the Plan provides for the
distribution of the Liquidating Trust Assets in accordance with
the ISG Agreement, the Debtors believe that any alternative
Chapter 11 plan will necessarily be substantially similar to the
Plan.  Any attempt to formulate an alternative Chapter 11 plan
would necessarily delay creditors' receipt of distributions yet
to be made.

                      Plan Must Be Confirmed

The Debtors' thorough consideration of these alternatives to the
Plan has led them to conclude that the Plan, in comparison,
provides a greater recovery to creditors on a more expeditious
timetable and in a manner which minimizes inherent risks in any
other course of action available to the Debtors.

Lonnie A. Arnett, Bethlehem's Vice-President, Controller, and
Chief Accounting Officer, tells Judge Lifland that in the event
that the Plan is not confirmed or the Chapter 11 Cases are
converted to cases under Chapter 7 of the Bankruptcy Code, the
Debtors will incur substantial expenses which would negatively
affect creditors recoveries on their Claims. (Bethlehem Bankruptcy
News, Issue No. 40; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


BLACKSTOCKS DEV'T: Will Acquire 100% of Kid's Connection Assets
---------------------------------------------------------------
On May 22 2003, Blackstocks Development Corporation entered into
an asset purchase agreement with Kid's Connection Inc. a North
Carolina corporation, pursuant to an Asset Purchase Agreement.
Pursuant to the Agreement, the Company shall acquire 100% of the
assets of Kid's Connection Inc. a daycare center operating in the
Coastal region of North Carolina. In accordance with the
agreement, and subsequent assignment, the Company will only
purchase the business assets and not the real estate.  The real
estate purchase has been assigned to an affiliate company. The
consideration to be paid to the Seller at closing by the Company
is $215,000 or $685,000 minus $470,000 (the value of the real
estate).

On May 12 2003, the Company terminated its agreement with
Greentree Financial Services. Greentree was contracted to provide
various advisory and consultant services to the Company. However,
the Company and Greentree decided to terminate the contract. Alton
Perkins and the Perkins Family Trust have agreed to lend the
Company funds which shall be secured by a demand note to
compensate Greentree for the limited services that it rendered to
the Company. In turn, Greentree will return all the Company's
stock it was issued for the services which it did not complete.

On 5 June 2003, the Company entered into a market development and
investor relations agreement with Page Properties, LLC. Subject to
further actions by Page contained in the agreement the Company
shall compensate Page through the issuance of restricted common
stock.

Blackstocks Development Corp., was incorporated in Delaware on 20
June 2002 to serve as a vehicle to effect a merger, exchange of
capital stock, asset acquisition or other business combination
with a domestic or foreign private business.

                         *     *     *

                   Going Concern Uncertainty

In its most recent Form 10-QSB filing, Blackstocks Development
reported:

"The [Company's] financial statements have been prepared in
conformity with generally accepted accounting principles in the
United States, which contemplates the continuation of the Company
as a going concern.  However, the Company is in the development
stage, and has limited sources of revenue. Without realization of
additional capital, it would be unlikely for the Company to
continue as a going concern.

"The management's plans include the acquisition of additional
daycare centers and equity financing to provide the opportunity
for the Company to continue as a going concern. However, there can
be no assurance that management will be successful in this
endeavor."


BUCKEYE TECH: S&P Cuts Ratings as Debt Hurts Credit Measures
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on specialty pulp producer Buckeye Technologies Inc., to
'BB-' from 'BB'.

Buckeye, based in Memphis, Tennessee, had $664 million in debt at
fiscal year-end June 30, 2003.

"The downgrade reflects expectations that Buckeye's high debt
burden will prevent credit measures from recovering to levels
necessary to maintain the former ratings within the next two
years," said Standard & Poor's credit analyst Pamela Rice.
"Substantial debt-financed acquisitions and capacity expansion
projects several years ago have not yet yielded a sufficient boost
in earnings and cash flows to reduce debt and return credit
measures to appropriate levels." Standard & Poor's noted that
although some progress has been made, the pace has also been
slowed by sluggish economic conditions and low pulp prices.

Standard & Poor's said that its ratings reflect Buckeye's leading
shares in value-added product markets and good geographic
diversity, offset by excess industry capacity, a meaningful
proportion of cyclical commodity sales, and its aggressive debt
leverage.


CCH I/CCH II: S&P Assigns Junk Rating to $850MM Senior Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC-'rating to
the proposed offering of $850 million senior notes due 2013 of CCH
I LLC and CCH I Capital Corp., and the $850 million senior notes
due 2013 of CCH II LLC and CCH II Capital Corp. Both entities are
newly formed subsidiaries of Charter Communications Holdings LLC,
which is a unit of Charter Communications Inc. At the same time,
'CCC+' corporate credit ratings were assigned to CCH I and CCH II.
The outlooks are developing.

Proceeds will be used to fund the outstanding cash tender offers
for about a $1.1 billion face amount of senior debt of Holdings
and $350 million in convertible debt of Charter. These offers
represent a roughly 20% discount from face value and are
conditioned on completion of the proposed new notes sale. In
addition, $500 million in proceeds from the proposed notes will be
used to repay bank debt.

"The ratings on Charter and Holdings remain on CreditWatch with
negative implications based on Standard & Poor's view that
completing the tender offers would be considered a default on
original debt issue terms," said Standard & Poor's credit analyst
Eric Geil. Completion of the tender offers will result in an 'SD'
rating on Charter and Holdings, and a 'D' rating on the affected
issues. Subsequently, the corporate credit rating on Charter and
Holdings will likely be reassigned at 'CCC+' and the senior debt
ratings of these issuers will be 'CCC-', with a developing
outlook.

Completing the tender offers will modestly improve Charter's
consolidated financial profile by reducing bank debt and related
pressure from tightening covenants and amortization, decreasing
total debt outstanding by about $200 million, and modestly
extending maturities. Charter's operations have shown modest
improvement, as indicated by a slowing rate of subscriber
defections. Falling capital spending following extensive system
rebuilds is helping the company narrow discretionary cash flow
losses. An additional positive development was the U.S. Attorney's
July 24 announcement that Charter is no longer a target of a
federal criminal investigation.

Nevertheless, Charter still faces meaningful financial and
operating challenges. Even if the company completes the proposed
transactions, it still must confront more than $400 million and
$600 million in convertible debt maturities in 2005 and 2006,
respectively, and tightening bank covenants. Unless Charter can
sustain and build on recent operating improvement, the company
could find it difficult to satisfy its financial obligations. Cash
flow growth could be restrained by further subscriber count
declines and the company's limited ability to raise customer
prices because of unrelenting competition for video subscribers
from satellite providers, coupled with rising programming costs.
In addition, Charter is still subject to an SEC probe into its
accounting practices, which could impair the company's access to
external financing if the investigation yields any material
negative developments.


CHEMICAL SECURITIZATION: Fitch Drops Class B-4 Note Rating to D
---------------------------------------------------------------
Fitch Ratings has affirmed five classes and downgraded one class
of Chemical Mortgage Securities, Inc. mortgage pass-through
certificates as follows:

    Chemical Mortgage Securities, Inc. Series 1993-3

        -- Class A affirmed at 'AAA'
        -- Class 'M' affirmed at 'AAA'
        -- Class 'B-1' affirmed at 'AAA'
        -- Class 'B-2' affirmed at 'AA'
        -- Class 'B-3' affirmed at 'A-'
        -- Class B-4 downgraded to 'D' from 'BBB'

The deal is currently paid down 98%, indicating adverse selection
of the underlying collateral in the transaction. The credit
support for the class B-4 (originally rated 'B' by Fitch) has been
reduced to '0' due to the level of losses as of the June 25, 2003
remittance.

As of the July 25, 2003 distribution remittance information
indicates that there is only one severely delinquent loan in
foreclosure, 4.85% of the pool balance, two loans are 30 days
delinquent, 10.90% of the pool balance, and cumulative losses are
$741,600 or 0.36% of the initial pool balance.


CINEMARK USA: S&P Assigns BB- Rating to $165MM Term C Bank Loan
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB-' rating to
movie exhibitor Cinemark USA Inc.'s proposed $165 million term C
bank loan due 2008.

At the same time, Standard & Poor's affirmed all of its existing
ratings on Cinemark, including its 'B+' corporate credit rating.
The outlook remains positive. Total debt for the Plano, Texas-
based firm will remain relatively unchanged on a pro forma basis
at about $665 million.

Proceeds will be used to repay the company's $125 million term B
bank loan due March 2008 and $42 million 9.625% senior
subordinated notes due August 2008. The proposed transaction will
increase the size of the bank loan by 20% to $240 million,
including the undrawn $75 million revolving credit facility, and
increase the percentage of secured bank debt to total debt, on a
fully drawn basis, by about 5% to 33%.

"Standard & Poor's continues to rate the bank loan one-notch
higher than the corporate credit rating and remains comfortable
that the bank's collateral package, loan terms, and the continued
presence of a significant amount of lower priority debt provide a
strong likelihood of a full recovery of principal in a bankruptcy
scenario," according to Standard & Poor's credit analyst Steve
Wilkinson. He continued, "Standard & Poor's bank loan recovery
analysis had already considered the proposed changes because the
bank loan allowed for an (uncommitted) increase in the facility of
up to $100 million and for the repayment of up to $100 million
in subordinated debt, subject to certain terms and conditions."

The ratings on Cinemark reflect its somewhat aggressive financial
profile as well as its quality theater circuit, favorable
operating performance relative to its peers, and profitable non-
U.S. operations. The ratings also reflect the mature and highly
competitive nature of the motion picture exhibition industry.


CLYDESDALE CLO: S&P Assigns Low-B Rating to Class D Notes
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Clydesdale CLO 2003 Ltd./Clydesdale CLO 2003 Inc.'s
(Clydesdale CLO 2003) $300 million floating-rate notes due 2015.

The preliminary ratings are based on information as of
Aug. 6, 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;

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

     -- The experience of the collateral manager; and

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

Clydesdale CLO 2003 is the second cash flow arbitrage CLO managed
by Nomura Corporate Research and Asset Management Inc.
   
                  PRELIMINARY RATINGS ASSIGNED
   
        Clydesdale CLO 2003 Ltd./Clydesdale CLO 2003 Inc.
        Class           Rating    Amount (mil. $)
        A               AAA                   234
        B               A                      19
        C               BBB                    13
        D               BB                     10
        Pref. shares    N.R.                   24
        
        N.R.-Not rated.


CONSOLIDATED FREIGHTWAYS: Auctioning-Off Hartford Dist. Facility
----------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways announced that it is placing its
Hartford distribution facility located at 35 Newberry Road West
for sale to the highest bidder, through an open auction process
scheduled for August 14, 2003.

The Hartford property is a 25-door cross-dock distribution
facility situated on 5.50 acres and has been closed to operations.
The 74-year-old company filed for bankruptcy protection on
September 3, 2002. Since then CF has been liquidating the assets
of the corporation under orders of the bankruptcy court.

A contract price of $295,000 has been established for the CF
property. Interested parties who would like to participate in the
August 14 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 112 CF properties throughout the U.S. have been sold for
$227.9 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site http://www.cfterminals.comto  
Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Eugene Facility Up on Auction Block
-------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways announced that it is placing its
Eugene distribution facility located at 3030 West Seventh Place
for sale to the highest bidder, through an open auction process
scheduled for August 14, 2003.

The Eugene property is a 26-door cross-dock distribution facility
situated on 4 acres and has been closed to operations since
September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Thirteen employees formerly worked at the
CF facility. Since then CF has been liquidating the assets of the
corporation under orders of the bankruptcy court.

A contract price of $625,000 has been established for the CF
property. Interested parties who would like to participate in the
August 14 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 112 CF properties throughout the U.S. have been sold for
$227.9 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site http://www.cfterminals.com to  
Transportation Property Company at (800) 440-5155.


CONSOLIDATED FREIGHTWAYS: Resets Woodinville Auction to Aug. 14
---------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways announced that it has rescheduled its
Woodinville distribution facility located at 18707 139th Avenue
N.E. for sale to the highest bidder, through an open auction
process scheduled for August 14, 2003.

The Woodinville property is a 31-door cross-dock distribution
facility situated on 3.69 acres and has been closed to operations
since September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Forty-five CF employees formerly worked at
the Woodinville terminal. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.

A contract price of $1,600,000 has been established for the CF
property. Interested parties who would like to participate in the
August 14 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 112 CF properties throughout the U.S. have been sold for
$227.9 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site http://www.cfterminals.comto  
Transportation Property Company at (800) 440-5155.


CONSOLIDATED FREIGHTWAYS: Trenton Facility for Sale at Auction
--------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways announced that it is placing its
Trenton distribution facility located at 2515 East State Street
for sale to the highest bidder, through an open auction process
scheduled for August 14, 2003.

The Trenton property is a 21-door cross-dock distribution facility
situated on 3.78 acres and has been closed to operations since
September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Twenty-four employees formerly worked at
the CF facility. Since then CF has been liquidating the assets of
the corporation under orders of the bankruptcy court.

A contract price of $500,000 has been established for the CF
property. Interested parties who would like to participate in the
August 14 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 112 CF properties throughout the U.S. have been sold for
$227.9 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site http://www.cfterminals.com to  
Transportation Property Company at (800) 440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Reno Prop. at Aug. 14 Auction
---------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways announced that it has rescheduled its
Reno distribution facility located at 1650 Kleppe Lane for sale to
the highest bidder, through an open auction process scheduled for
August 14, 2003.

The Reno property is a 33-door cross-dock distribution facility
situated on 10 acres and has been closed to operations since
September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. 105 CF employees formerly worked at the
Reno terminal. Since then CF has been liquidating the assets of
the corporation under orders of the bankruptcy court.

A contract price of $2,100,000 has been established for the CF
property. Interested parties who would like to participate in the
August 14 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 112 CF properties throughout the U.S. have been sold for
$227.9 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site http://www.cfterminals.comto  
Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Auctioning-Off Cedar City Facility
------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways announced that it is placing its Cedar
City distribution facility located at 500 North 3151 West for sale
to the highest bidder, through an open auction process scheduled
for August 14, 2003.

The Cedar City property is a 4-door cross-dock distribution
facility situated on 1.5 acres and has been closed to operations
since September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Five employees formerly worked at the Cedar
City facility. Since then CF has been liquidating the assets of
the corporation under orders of the bankruptcy court.

A contract price of $60,000 has been established for the CF
property. Interested parties who would like to participate in the
August 14th bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 112 CF properties throughout the U.S. have been sold for
$227.9 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site http://www.cfterminals.comto  
Transportation Property Company at (800) 440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Dayton Facility via Auction
-------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways announced that it is placing its
Dayton distribution facility located at 3100 Transportation Road
for sale to the highest bidder, through an open auction process
scheduled for August 14, 2003.

The Dayton property is a 26-door cross-dock distribution facility
situated on 4.5 acres and has been closed to operations since
September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Thirty-three employees formerly worked at
the CF facility. Since then CF has been liquidating the assets of
the corporation under orders of the bankruptcy court.

A contract price of $400,000 has been established for the CF
property. Interested parties who would like to participate in the
August 14th bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 112 CF properties throughout the U.S. have been sold for
$227.9 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site http://www.cfterminals.comto  
Transportation Property Company at (800) 440-5155.


CONSOLIDATED FREIGHTWAYS: Ann Arbor Prop. Up for Sale at Auction
----------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways announced that it is placing its Ann
Arbor distribution facility located at 5150 Carpenter Road for
sale to the highest bidder, through an open auction process
scheduled for August 14, 2003.

The Ann Arbor property is a 16-door cross-dock distribution
facility situated on 3.24 acres and has been closed to operations
since September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Two CF employees formerly worked at the Ann
Arbor terminal. Since then CF has been liquidating the assets of
the corporation under orders of the bankruptcy court.

A contract price of $342,500 has been established for the CF
property. Interested parties who would like to participate in the
August 14 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 112 CF properties throughout the U.S. have been sold for
$227.9 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site http://www.cfterminals.comto  
Transportation Property Company at (800) 440-5155.


CORRECTIONS CORP: Second Quarter Results Enter Positive Zone
------------------------------------------------------------
Corrections Corporation of America (NYSE: CXW) announced its
operating results for the three- and six-month periods ended June
30, 2003.

For the second quarter of 2003, the Company generated net income
available to common stockholders of $12.1 million, or $0.34 per
diluted share, compared with a net loss available to common
stockholders of $31.4 million, or $1.14 per diluted share, for the
second quarter of 2002. Results for the second quarter of 2003
included the following special items:

-- A charge of approximately $4.1 million, or $0.11 per diluted
   share, associated with the Company's recapitalization
   transactions completed during May 2003, as further described
   below;

-- A non-cash gain of $2.9 million, or $0.08 per diluted share,
   associated with the extinguishment of a promissory note issued
   during the second quarter of 2003 in connection with the final
   payment of the state court portion of the Company's 2001
   stockholder litigation settlement. The gain was reflected as a
   change in fair value of derivative instruments because the
   determination of the note's value was based on changes in the
   trading price of the Company's common stock; and

-- A charge of approximately $4.5 million, or $0.12 per diluted
   share, for additional distributions paid to series B preferred
   stockholders in connection with the Company's tender offer for
   such shares, as further described below. The additional
   distributions represented a tender premium over and above the
   regular dividend accruing on approximately 3.7 million shares
   that were tendered on May 13, 2003.

Results for the second quarter of 2002 included a charge of
approximately $36.7 million, or $1.33 per diluted share,
associated with the refinancing of the Company's senior
indebtedness in May 2002.

Excluding the above mentioned special items the Company generated
net income available to common stockholders of $17.8 million, or
$0.50 per diluted share, for the second quarter of 2003, compared
with net income available to common stockholders of $5.2 million,
or $0.18 per diluted share, in the same prior-year period.

Operating income for the second quarter of 2003 increased to $40.8
million compared with $32.4 million for the second quarter of
2002. EBITDA adjusted for special items for the second quarter of
2003 increased to $54.2 million compared with $45.1 million,
representing an increase of 20%, from the second quarter of 2002.
The increases in Adjusted EBITDA and operating income were
primarily the result of higher occupancy levels and operating
margins, including contributions resulting from the opening of the
McRae Correctional Facility in December 2002 and the acquisition
of the Crowley County Correctional Facility in January 2003.
"Same-store" facility EBITDA for the second quarter of 2003
increased approximately 10% over the same period in the prior
year.

Adjusted free cash flow for the second quarter of 2003 amounted to
$26.2 million compared with $18.5 million for the year earlier
period. In addition to higher occupancy levels and operating
margins, the increase in adjusted free cash flow was due to lower
interest expense resulting from the Company's May 2002
refinancing, combined with a lower overall interest rate
environment. Readers should refer to the Calculation of Adjusted
Free Cash Flow and Adjusted EBITDA following the financial
statements herein.

For the six months ended June 30 2003, the Company generated net
income available to common stockholders of $29.6 million, or $0.89
per diluted share, compared with a net loss available to common
stockholders of $77.7 million, or $2.69 per diluted share, for the
six months ended June 30, 2002.

In addition to the special items during the three-month period
ended June 30, 2002, results for the six months ended June 30,
2002, also included the following special items:

-- A tax benefit of approximately $32.2 million resulting from the
   enactment in March 2002 of the "Job Creation and Worker
   Assistance Act," enabling the Company to carryback net
   operating losses from 2001 to offset taxable income generated
   in 1997 and 1996;

-- A favorable change in the fair value of derivative instruments
   of $3.5 million in accordance with Statement of Financial
   Accounting Standards No. 133; and

-- A non-cash charge of $80.3 million for the cumulative effect of
   accounting change for goodwill in accordance with Statement of
   Financial Accounting Standards No. 142.

Excluding all special items, during the first six months of 2003
and 2002, the Company generated net income available to common
stockholders of $35.3 million, or $1.05 per diluted share,
compared with $3.5 million, or $0.12 per diluted share, for the
same period in the prior year.

Operating income for the first half of 2003 increased to $83.1
million compared with $62.1 million for the first half of 2002.
Excluding the special items, Adjusted EBITDA for the six months
ended June 30, 2003 increased to $109.2 million compared with
$87.1 million for the same period in the prior year. Adjusted free
cash flow also increased for the second half of 2003 to $56.6
million, or $1.65 per diluted share, compared with $34.9 million,
or $1.12 per diluted share for the year earlier period.

Total revenue for the three months ended June 30, 2003, increased
9.6% to $254.1 million from $231.9 million in the prior year.
Total compensated man-days increased to 4.9 million from 4.6
million, while average compensated occupancy for the quarter
increased to 91.1% from 88.6% in the prior-year second quarter.
Revenue per compensated man-day for the second quarter of 2003
increased to $51.08 compared with $49.45 in the prior-year second
quarter, representing the ninth consecutive quarterly increase in
revenue per compensated man-day.

Operating margins increased to $12.99 per compensated man-day in
the second quarter of 2003 from $11.43 per compensated man-day in
the prior year second quarter while operating margins improved to
25.4% compared with 23.1% for the same period in the prior year.
The higher margins were driven by increasing occupancy levels,
increases in per-diem rates at a number of facilities and strong
expense control. Total operating expenses per man-day increased
just $0.07 over the prior-year comparable quarter while variable
expenses actually declined $0.49 per-man day from the prior year
due to stronger expense controls in a number of areas including
food, medical and legal.

Commenting on the Company's second quarter, President and CEO John
Ferguson stated, "Our second quarter results reflect considerably
higher occupancy levels, revenues and operating margins than the
previous year, and provide additional evidence supporting our
contention that industry fundamentals are particularly compelling.
This belief is also confirmed by the recent report from the Bureau
of Justice Statistics showing that in 2002 the U.S. prison
population grew at its highest rate since 1999, while 25 states
and the Federal prison system operated at or above highest
capacity. Given state budget deficits and the lack of new bed
construction, we believe these trends will continue. Ongoing
prison overcrowding and the lack of new prison construction should
provide numerous opportunities to fill our remaining empty beds
and, in appropriate situations, to deliver new beds to meet our
customers' needs."

        Second Quarter 2003 Recapitalization Transactions

The Company previously announced the completion of a series of
transactions during the second quarter that were intended to
enhance its capital structure and to provide additional financing
flexibility. These transactions included the sale and issuance of
6.4 million shares of the Company's common stock at a price of
$19.50 per share, resulting in net proceeds of approximately
$117.0 million, after the estimated payment of costs associated
with the issuance. Concurrently with the common stock offering,
the Company also completed the sale and issuance of $250.0 million
aggregate principal amount of its 7.5% senior notes due 2011.

The Company used the proceeds from these transactions to redeem
approximately 3.7 million shares of its series B preferred stock
for approximately $97.4 million, to redeem 4.0 million shares of
its series A preferred stock for $100.0 million, and to repurchase
approximately 3.4 million shares of its common stock issued upon
the conversion of $40.0 million of the Company's convertible
subordinated notes for $81.1 million, including accrued interest.
The remaining net proceeds, along with cash on hand were used to
pay-down approximately $132.0 million of outstanding indebtedness
under the Company's senior secured credit facility and to pay fees
and expenses associated with the recapitalization.

                       Contract Update

On June 26, 2003, the Company announced its first-ever inmate
management contract with the State of Alabama to aid the state's
corrections agency in relieving its overcrowded system that is
under court order. Through an emergency contract, authorized by
the Governor of Alabama, the Company will manage approximately
1,440 medium-security, male inmates at its Tallahatchie County
Correctional Facility, located in Tutwiler, Mississippi. The
contract is intended to be short-term in nature while Alabama
prepares a longer-term Request for Proposal for this inmate
population. The expected short-term nature of the contract should
not result in a material impact on the Company's financial
statements in 2003. At August 1, 2003, the Company had received
approximately 800 inmates from the State of Alabama under the
contract.

Also in June 2003, the Company announced that during the third
quarter of 2003 it will transfer all of the Wisconsin inmates
currently housed at its North Fork Correctional Facility located
in Sayre, Oklahoma to its 2,160-bed medium-security Diamondback
Correctional Facility located in Watonga, Oklahoma in order to
satisfy a contractual provision mandated by the State of
Wisconsin. The inmate transfers will bring the Diamondback
Correctional Facility close to full capacity.

Upon completion of the inmate transfers, North Fork Correctional
Facility will close for an indefinite period of time. The
consolidation of inmates at Diamondback and the resulting closure
of North Fork are not expected to have a material impact on the
Company's 2003 financial results. However, long-term, the
consolidation will result in certain operational efficiencies. In
addition, the Company is currently pursuing new management
contracts and other opportunities to take advantage of the 1,440
beds that will become available at this facility, but can provide
no assurance that it will be successful.

                    Future Financial Guidance

On June 13, 2003, the Securities and Exchange Commission issued
interpretive guidance on its rules regarding non-GAAP disclosures.
Specifically, the guidance recommends that EBITDA, as a measure of
performance, be reconciled to net income as opposed to operating
income or other GAAP measures. The Company had previously
reconciled its EBITDA guidance to operating income. Accordingly,
in order to better comply with the revised guidance, in the
future, the Company will provide guidance as to operating income
rather than EBITDA. The Company expects operating income for the
third quarter 2003 to be in the range of $40.0 to $42.0 million,
with estimates for the full year in the range of $161.0 to $166.0
million.

                Supplemental Financial Information

The Company has made available on its Web site supplemental
financial information and other data for the second quarter of
2003. The Company does not undertake any obligation, and disclaims
any duty, to update any of the information disclosed in this
report. You may access this information under the investor section
of the Company's Web site at http://www.correctionscorp.com  

The Company is the nation's largest owner and operator of
privatized correctional and detention facilities and one of the
largest prison operators in the United States, behind only the
federal government and four states. The Company currently operates
59 facilities, including 38 company-owned facilities, with a total
design capacity of approximately 59,000 beds in 20 states and the
District of Columbia. The Company specializes in owning, operating
and managing prisons and other correctional facilities and
providing inmate residential and prisoner transportation services
for governmental agencies. In addition to providing the
fundamental residential services relating to inmates, the
Company's facilities offer a variety of rehabilitation and
educational programs, including basic education, religious
services, life skills and employment training and substance abuse
treatment. These services are intended to reduce recidivism and to
prepare inmates for their successful re-entry into society upon
their release. The Company also provides health care (including
medical, dental and psychiatric services), food services and work
and recreational programs.

As reported in Troubled Company Reporter's April 7, 2003 edition,
Standard & Poor's Ratings Services assigned its preliminary
'B'/'B-' senior unsecured/subordinated debt ratings to prison and
correctional services company Corrections Corp. of America's $700
million universal shelf registration.

In addition, Standard & Poor's assigned its 'B' senior unsecured
debt rating to Nashville, Tennessee-based CCA's $200 million
senior unsecured notes due 2011, issued under the company's $700
million shelf registration.

At the same time, Standard & Poor's raised CCA's senior secured
debt rating to 'BB-' from 'B+' and senior unsecured debt rating to
'B' from 'B-'. CCA's 'B+' corporate credit rating was affirmed and
its outlook remains positive.


CUMBERLAND ELECTRIC: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Cumberland Electric Corporation
        156 William Street
        Suite 1103
        New York, NY 10038

Bankruptcy Case No.: 03-14981

Chapter 11 Petition Date: August 8, 2003

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Marilyn Simon, Esq.
                  Marilyn Simon & Associates
                  280 Madison Avenue
                  5th Floor
                  New York, NY 10016
                  Tel: 212-751-7600
                  Fax: 212-686-1544

Total Assets: $1,815,000 (as of July 31, 2003)

Total Debts: $3,174,565 (as of July 31, 2003)

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Kennedy Electrical Supply Corp                        $415,106  
PO Box 500
Attn: Accts Receivable Dept
East Dubuque, IL 61025-4420
Attn: Chris, Owner
Tel: 718-527-5600 x 214

Fleet Boston Financial                                $400,000
300 Broad Hollow Road
Melville, NY 11747
Attn: Anne Powers
Tel: 631-756-5775

Joint Industry Board of the                           $200,000
Electrical Industry

Modern Suppliers & Mfgrs, Inc.                        $125,931

Avon Electrical Supplies                              $109,613

Electro Wire, Inc.                                     $92,746

Total Electric Distributors                            $72,963

Jersey Electrical Supply Co.                           $51,845

Putnam Investments                                     $21,830

Sheldon Lighting & Apparatus                           $17,761

Fire Systems, Inc.                                     $16,238

A.I. Credit Corp.                                      $15,254

Grassi & Co., CPAS P.C.                                $14,740

Rudox Engine & Equipment Co.                           $11,100

Eastern Industrial Equipment                            $7,903

Tunstead Schechter & Czik                               $7,500

GA Fleet Associates, Inc.                               $5,840

Cyclops Iron Works                                      $5,815

Twinco MFG. Co., Inc.                                   $4,725


DVI RECEIVABLES: S&P Puts BB Class E1 & E2 Ratings on Watch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on DVI
Receivables XIX L.L.C.'s $453,679,762.28 asset-backed notes series
2003-1 on CreditWatch with negative implications.

The rating action follows DVI Inc.'s Aug. 1, 2003, announcement of
its failure to make the scheduled interest payment due on its
9-7/8% senior notes due 2004, and the subsequent lowering of DVI
Inc.'s counterparty credit and senior unsecured debt ratings to
'D'.

The credit and legal analysis undertaken by Standard & Poor's to
rate the 2003-1 notes assumed the insolvency of DVI Inc., and of
its operating subsidiary, DVI Financial Services Inc. The recovery
rate on the medical equipment costing more than $250,000 was
assumed to be 30%-40% below DFS' historical average recovery rate.
Additionally, the frequency of defaults was assumed to be
multiples of historical averages without giving credit to DFS'
historical support by substitution. Nonetheless, in light of the
unique nature of the collateral and highly specialized servicing
requirements, the financial uncertainty surrounding DVI Inc., and
the heightened likelihood of a servicer transition, Standard &
Poor's is placing the series 2003-1 notes on CreditWatch. Should
delinquencies and defaults increase markedly during a transition
period, the remaining enhancement may not be consistent with the
current ratings on the notes, especially with respect to the
lowest rated notes. U.S. Bank N.A. is the trustee under the
indenture and the backup servicer as per the contribution and
servicing agreement. Accordingly, U.S. Bank would assume servicing
responsibilities upon a servicer transition. Standard & Poor's
will continue to monitor developments as they unfold.

               RATINGS PLACED ON CREDITWATCH NEGATIVE
                      DVI Receivables XIX L.L.C.

                                             Rating
     Class                    To                          From
     A-1                      A-1+/Watch Neg              A-1+
     A-2a                     AAA/Watch Neg               AAA
     A-2b                     AAA/Watch Neg               AAA
     A-3a                     AAA/Watch Neg               AAA
     A-3b                     AAA/Watch Neg               AAA
     B                        AA/Watch Neg                AA
     C1                       A/Watch Neg                 A
     C2                       A/Watch Neg                 A
     D1                       BBB/Watch Neg               BBB
     D2                       BBB/Watch Neg               BBB
     E1                       BB/Watch Neg                BB
     E2                       BB/Watch Neg                BB


EARTHCARE COMPANY: Court to Consider Plan on August 18, 2003
------------------------------------------------------------
A hearing to consider confirmation of the Reorganization Plan
jointly prepared by Earthcare Company, its debtor-affiliates, and
the Official Committee of Unsecured Creditors will convene at the
U.S. Bankruptcy Court for the Northern District of Texas on
August 18, 2003, at 9:00 a.m. Central Time, before the Honorable
Barbara J. Houser.

Objections, if any, to confirmation of the Plan must be filed by
August 13, 2003.  

Earthcare Company filed for Chapter 11 relief on April 11, 2002,
(Bankr. N.D. Tex. Case No. 02-42716). Frank J. Wright, Esq., at
Hance Scarborough Wright Ginsberg & Brusilow, LLP represents the
Debtors in their restructuring efforts.


EMERALD INVESTMENT: Fitch Cuts 3 Classes to Low-B/Junk Levels
-------------------------------------------------------------
Fitch Ratings has downgraded the rating on five classes of notes
issued by Emerald Investment Grade CBO II, Ltd., a collateralized
bond obligation backed primarily by investment grade corporate
bonds. The following actions are effective immediately.

     -- $5,500,000 class IIA senior notes to 'AA-' from 'AA';

     -- $45,500,000 class IIB senior notes to 'AA-' from 'AA';

     -- $8,000,000 class IIIA mezzanine notes to 'BB-' from 'BBB';

     -- $18,000,000 class IIIB mezzanine notes to 'BB-' from
        'BBB';

     -- $20,920,000 preferred shares to 'CCC-' from 'BB'.

According to its July 21, 2003 trustee report, Emerald Investment
Grade CBO II, Ltd.'s collateral includes a par amount of $21.797
million (4.59%) defaulted assets. The senior par value test is
currently passing at 108.7%, with a trigger of 107%. The mezzanine
par value test is failing at 102.7% with a trigger of 105.4%. The
senior interest coverage test is currently passing at 104.4%, with
a trigger of 103%. The mezzanine interest coverage test is failing
at 98.3%, with a trigger of 101%.

In reaching its rating actions, Fitch reviewed the outputs of the
Vector model as well as the results of its cash flow model runs
after running several different stress scenarios. Also, Fitch had
conversations with AIG Global Investments Corp., the collateral
manager, regarding the portfolio. Fitch also affirms the 'AAA'
rating of the class I senior notes at this time.

Fitch will continue to monitor this transaction.


ENRON CORP: Court OKs Amended Safe Harbor Termination Protocol
--------------------------------------------------------------
U.S. Bankruptcy Court Judge Gonzalez authorizes the Enron Debtors
to implement the Amended Protocol For The Settlement of Trading
Contracts.

The Protocol amendments are:

    (a) The threshold for settlements is increased from
        $10,000,000 to $15,000,000;

    (b) The Committee's advisors may elect, at their discretion,
        to permit the Debtors not to provide copies of certain
        Confirmations in connection with the information provided
        to the Committee;

    (c) The fact that the settlement involves more than one Enron
        Party or counterparty entity does not by itself prevent a
        settlement from proceeding under Section 3 of the Amended
        Protocol;

    (d) The definition of "Trading Contract" is expanded to
        include agreements that have been validly rejected, as
        well as those contracts that have expired in accordance
        with their terms; and

    (e) An Enron Settling Party that is subject to a foreign
        proceeding, that is a party to a proposed settlement that
        would otherwise qualify to proceed under Section 3.0 of
        the Amended Protocol, and to which no Debtor is a party,
        need not file a notice of intent to settle with the Court.
        (Enron Bankruptcy News, Issue No. 76; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


ENRON: Caribbean Basin's Case Summary & 20 Unsec. Creditors
-----------------------------------------------------------
Debtor: Enron Caribbean Basin LLC
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-14862

Type of Business: The Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: July 31, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
CHDR Inc                    Trade Debt                 $54,724    

Tozzini Freire Teixeira E   Legal Fees No              $42,848
Silva

TD International, LLC       Trade Debt                 $40,000

Price Waterhouse Coopers    Trade Debt                 $35,365

KPMG                        Trade Debt                 $34,321

Goldman Antonetti Cordova   Legal Fees                 $27,023

Corestaff Services          Trade Debt                 $19,895

Vinson & Elkins LLP         Legal Fees                 $19,763

Adsuar Muniz Goyco &        Legal Fees                 $11,155
Besosa Psc

Fragomen Del Rey Bernsen    Legal Fees                 $10,780
& Loewy

Northern Natural Gas        Trade Debt                  $8,877
Company

The M Group                 Trade Debt                  $7,883

Ingenio Inc                 Trade Debt                  $6,387

Bernstein, Shur, Sawyer     Legal Fees                  $6,356
Et Al.

Figueroa Sierra &           Trade Debt                  $5,121
Associados

Caribbean/Latin American    Trade Debt                  $5,000
Action

Misick And Stanbrook        Legal Fees                  $4,788

Pricewaterhouse Coopers NV  Trade Debt                  $4,406

Heard & O'Toole LLP         Legal Fees                  $3,300

American Express            Credit Debt                 $2,422



ENRON: Victory Garden's Case Summary & 3 Unsecured Creditors
------------------------------------------------------------
Debtor: Victory Garden Power Partners I LLC
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-14871

Type of Business: The Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: July 31, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $100,000 to $500,000

Debtor's 3 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Windstream Properties       Royalties                  $16,950

GE Wind Energy              Operation and              $55,718
                            Maintenance expense

Southern California Edison  Backfeed electricity        $2,645


EXIDE TECH.: Court Okays Ernst & Young Engagement as Tax Advisor
----------------------------------------------------------------
Exide Technologies and its debtor-affiliates obtained the Court's
permission to employ Ernst & Young LLP to provide tax and other
tax related advisory services.  The Debtors need Ernst & Young to:

    -- analyze their historical tax position;

    -- work with the appropriate Exide personnel and agents in
       developing an understanding of the tax issues and options
       related to their Chapter 11 filing, including understanding
       the reorganization and restructuring alternatives they are
       evaluating with their existing bondholders, or other
       creditors, that may result in a change in the equity,
       capitalization or ownership of their shares or their
       assets;

    -- assist and advise them with respect to bankruptcy and post-
       bankruptcy restructuring objectives by determining the
       advantageous federal, state and local and international tax
       strategies to achieve these objectives, including, as they
       may need and request, research and analysis of Internal
       Revenue Code Sections, treasury regulations, case law and
       other relevant tax authorities which could be applied to
       business valuation and restructuring models;

    -- provide tax consulting regarding the availability,
       limitations, preservation and increasing tax attributes,
       like net operating losses, lowering of tax costs in
       connection with stock or asset sales, if any, and
       assistance with tax issues arising in the ordinary course
       of business while in bankruptcy; and

    -- develop and implement for Exide a restructuring of its
       foreign operations through the formation of a foreign
       international holding and finance company structure, which
       allows international operations to be held in a tax-
       efficient manner from both a foreign and U.S. tax
       perspective.

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

              Partners and Principals     $704 - 990
              Senior Managers              649 - 699
              Managers                     500 - 656
              Seniors                      313 - 513
              Staff                        130 - 352
(Exide Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FARMLAND INDUSTRIES: Completes Sale of National Beef Assets
-----------------------------------------------------------
Goldsmith Agio Helms has completed sale of Farmland Industries,
Inc.'s interest in Farmland National Beef Packing Company, L.P.,
to a group of investors led by U.S. Premium Beef Ltd.

Goldsmith Agio Helms was retained by Farmland Industries to
represent it in the sale of both National Beef and Farmland Foods,
Inc. Farmland Industries previously held a 71 percent stake in
National Beef while USPB held the remaining 29 percent. USPB paid
$232 million for Farmland Industries' interest.

In addition, U.S. District Court Judge Jerry Venters of the U.S.
Bankruptcy Court for the Western District of Missouri in Kansas
City has approved the bid and auction procedures for the sale of
Farmland Foods, Inc. to Smithfield Foods, Inc. for $363.5 million.
That sale is expected to be completed later this fall.

Kevin G. Jach, managing director and partner of Goldsmith Agio
Helms, commented, "National Beef is a well-run, growing beef
packer with continued opportunity ahead of it. Its existing
relationship with USPB should help the transition of ownership
from Farmland Industries to USPB go smoothly." David G. Iverson,
vice president of Goldsmith Agio Helms, added "With the completion
of this sale, National Beef will continue its tradition of
producer ownership and further its commitment to vertically
integrating the beef packing industry to the benefit of all
constituents."

Farmland Industries, Inc., headquartered in Kansas City, Missouri,
is a diversified agricultural cooperative with interests in food,
fertilizer, petroleum, grain, and animal feed businesses.

Farmland National Beef Packing Company, L.P., headquartered in
Kansas City, Missouri, processes and markets fresh beef, boxed
beef and beef byproducts for domestic and international markets.
It holds a 10 percent market share in the United States.

U.S. Premium Beef Ltd, headquartered in Kansas City, Missouri, is
a producer-owned, beef marketing company with more than 1,850
producer members in 37 states representing all segments of the
U.S. beef industry.

Farmland Foods, Inc., headquartered in Kansas City, Missouri, is
one of the largest producers and marketers of pork products in the
U.S.

Smithfield Foods, Inc (NYSE:SFD), headquartered in Smithfield,
Virginia, is a leading processor and marketer of fresh pork and
processed meats in the U.S., as well as the largest producer of
hogs.

Goldsmith Agio Helms -- http://www.agio.com-- is one of the  
nation's leading private investment banking firms providing expert
financial advisory services to middle-market businesses. Goldsmith
Agio Helms provides a full array of services, including mergers
and acquisitions advisory, distressed advisory and restructurings,
valuations and fairness opinions, and private placements of debt
and equity. The firm's 55 professionals advise public and private
businesses engaged in a wide variety of industries through its
offices in Minneapolis, New York, Chicago, Los Angeles, and
Naples, Florida.

  
FLEMING COS.: Gets Nod to Hire Baker Botts as Special Counsel
-------------------------------------------------------------
Fleming Companies, Inc. and its debtor-affiliates obtained the
Bankruptcy Court's permission to employ Baker Botts L.L.P. as
special counsel for corporate and securities matters.  Baker
Botts is the oldest law firm in Texas and has represented the
Debtors since the 1980s in connection with a wide variety of
general corporate, tax, securities, antitrust, litigation and
other matters.

Baker Botts will render these services in connection with the
Debtors corporate and securities needs:

    A. to advise the Debtors and their directors, officers and
       employees in connection with general corporate, business
       and securities matters;

    B. to assist the Debtors in matters pertaining to Fleming
       Companies, Inc.'s compliance with reporting and other
       obligations under federal and state securities laws;

    C. to represent the Debtors in matters pertaining to the
       listing of the companies securities on various securities
       exchanges;

    D. to assist the Debtors in exploring strategies for the
       disposition of their non-com retail operations, assets
       and subsidiaries;

    E. to provide advise on matters pertaining to the SEC's
       pending investigation of Fleming Companies, Inc.'s
       accounting and disclosure practices; and

    F. to assist the Debtors on matters pertaining to their
       interface with various third party insurers, including
       their director and officer liability insurer.

The current standard hourly rates charged by Baker Botts currently
range from:

       Partners and Counsel             $315-650
       Associates                       $160-310
       Legal Assistants                 $110
(Fleming Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GENCORP INC: Offering $150 Million of Senior Subordinated Notes
---------------------------------------------------------------
GenCorp Inc. (NYSE: GY) has agreed to sell $150 million aggregate
principal amount of its Senior Subordinated Notes due 2013 in a
private placement to institutional investors.  Interest will
accrue on the Notes at a rate of 9-1/2% per annum.  The private
placement is expected to close on August 11, 2003.

The primary purpose of the offering is to finance the acquisition
by GenCorp's subsidiary, Aerojet-General Corporation, of
substantially all of the assets related to the propulsion business
of Atlantic Research Corporation, a subsidiary of Sequa
Corporation, and to refinance existing indebtedness. The proposed
acquisition is expected to close in late summer of 2003 upon
receipt of regulatory and other approvals, including approval
under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as
amended.

These Notes have not been registered under the Securities Act of
1933, as amended, (Securities Act) 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.

GenCorp is a global, technology-based manufacturer with leading
positions in automotive, aerospace and defense and pharmaceutical
fine chemical industries.  For more information on GenCorp visit
the Company's Web site at http://www.GenCorp.com
    
As reported in Troubled Company Reporter's July 29, 2003 edition,
Standard & Poor's Ratings Services assigned its 'B+' rating to
GenCorp Inc.'s proposed $175 million senior subordinated notes due
2013, which are to be sold under SEC rule 144A with registration
rights. At the same time, Standard & Poor's affirmed its ratings,
including the 'BB' corporate credit rating, on the propulsion and
vehicle sealing system manufacturer. The outlook is stable.


GENERAL DATACOMM: Delaware Court Confirms Plan of Reorganization
----------------------------------------------------------------
General DataComm Industries, Inc., announced that the United
States Bankruptcy Court for the District of Delaware confirmed its
Plan of Reorganization in its Chapter 11 proceedings. The vote of
all interested parties was overwhelmingly in favor of the Plan.
The Effective Date of the Plan is expected to occur by August 31,
2003.

Under the terms of the Plan, creditors will receive payment of
100% of their claims over a five-year period, and shareholders
will retain their shares subject to a one-for-ten reverse stock
split effective as of the Effective Date.

"I am gratified by the strong support of the Plan by our creditors
and shareholders," said Howard Modlin, Chairman. "The efforts of
our dedicated and loyal employees during the difficult Chapter 11
process have been truly magnificent."

General DataComm develops and evolves smart solutions that
maximize the use of current infrastructure and reduce the cost of
ownership, by providing concurrent IP and traditional voice and
data solutions in a managed and NEBS-compliant environment. For
more information log on to http://www.gdc.com


GUESS? INC: Red Ink Continued to Flow in Second Quarter 2003
------------------------------------------------------------
Guess?, Inc. (NYSE: GES) reported its financial results for the
second quarter ended June 28, 2003 and its retail sales results
for the fiscal month of July 2003.

                     Second Quarter Results

For the second quarter of 2003, the Company reported a net loss of
$5.4 million, or a diluted loss of $0.13 per share, compared to a
net loss of $6.4 million, or a diluted loss of $0.15 per share,
for the second quarter of 2002.

Total net revenue for the second quarter of 2003 increased 9.4% to
$131.0 million from $119.8 million in the second quarter of 2002.
The Company's retail stores, including those in Canada, generated
revenues of $95.7 million in the 2003 second quarter, a 19.7%
increase from $79.9 million reported in the same period a year
ago. Comparable store sales increased 11.7% during the second
quarter of 2003 from the year-ago period. Net revenue from the
Company's wholesale segment decreased 16.9% to $27.5 million in
the second quarter of 2003 from $33.1 million in the year-ago
period. Licensing segment net revenue increased 16.0% to $7.8
million in the 2003 second quarter from $6.8 million in the second
quarter last year.

Carlos Alberini, President and Chief Operating Officer, commented,
"We are pleased with the strong retail sales trends we are seeing
in our stores and the positive impact we have experienced from our
recent product offerings. However, overall results for the quarter
also reflect increased operating losses in the wholesale business
caused by reduced revenue and lower margins due to ongoing
competitive pressures and sales to the off-price channel. We
continue to work diligently to turn this business around and are
encouraged by improved sell-throughs on the retail floor from our
recent product deliveries."

                        Six Months Results

For the six months ended June 28, 2003, the Company reported a net
loss of $11.2 million, or a diluted loss per share of $0.26,
versus a net loss of $10.0 million, or a diluted loss per share of
$0.23 in the comparable 2002 period.

Total net revenue increased 4.9% to $270.6 million in the 2003
six-month period from $258.0 million in the same period in 2002.
The Company's retail stores, including those in Canada, generated
revenue of $179.3 million for the first six months of 2003, an
increase of 13.0% from $158.8 million for the same period last
year. Comparable store sales increased 5.0% during the first half
of 2003. Net revenue from the Company's wholesale segment in the
first six months of 2003 declined by 12.0% to $72.6 million from
$82.5 million in the first six months of 2002. Licensing segment
net revenue was $18.7 million for the 2003 first six months, a
12.1% increase from $16.7 million for the same period in 2002.

                       July Retail Sales

Total retail sales for the five weeks ended August 2, 2003 were
$40.5 million, an increase of 18.1% from sales of $34.3 million
for the five weeks ended August 3, 2002. Comparable store sales
for the period increased 11.6%.

Guess?, Inc. (S&P, BB- Corporate Credit Rating, Negative) designs,
markets, distributes and licenses one of the world's leading
lifestyle collections of contemporary apparel, accessories and
related consumer products.


HARVEST NATURAL: S&P Ups Junk Corporate Credit Rating to B-
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on independent petroleum company Harvest Natural Resources
Inc. to 'B-' from 'CCC+'. The outlook remains stable.

Houston, Texas-based Harvest has about $90 million of debt.

"The rating upgrades reflect the upgrade of the foreign currency
rating on the Bolivarian Republic of Venezuela and its state oil
company Petroleos de Venezuela S.A. (PDVSA) to 'B-' from 'CCC+',"
said Standard & Poor's credit analyst Daniel Volpi.

Harvest relies on its operations in Venezuela and its service
agreement with PDVSA for essentially all of its operating cash
flow. The ratings on the company are constrained by the political
risk attendant to its Venezuela operations. Harvest's production
sales to PDVSA were interrupted from Dec. 14, 2002 to Feb. 6, 2003
due to political turmoil in Venezuela.

The stable outlook reflects Standard & Poor's expectations that
Harvest will maintain normal production sales to PDVSA. Until the
company becomes less reliant on its Venezuela operations, its
ratings will track those of PDVSA and Venezuela.


HEXCEL CORP: Stable Financials Prompts S&P to Affirm B Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' corporate credit rating, on Hexcel Corp., and removed them
from CreditWatch, where they were placed on March 18, 2003. The
outlook is stable.

"The affirmation reflects Hexcel's stabilized financial profile
due to an improved liquidity position and the benefits from
restructuring efforts," said Standard & Poor's credit analyst
Christopher DeNicolo.

The ratings for Stamford, Conn.-based Hexcel reflect a very weak
financial profile, stemming from high debt levels and unprofitable
operations, which outweigh the company's substantial positions in
competitive industries and generally favorable long-term business
fundamentals. Hexcel is the world's largest manufacturer of
advanced structural materials, such as lightweight, high-
performance carbon fibers, structural fabrics, and composite
materials for the commercial aerospace, defense and space,
electronics, recreation, and industrial sectors. The markets
served are cyclical, but most have growth potential where the
company's materials offer significant performance and economic
advantages over traditional materials.

In the commercial aircraft market, (around 45% of revenues),
weaker air traffic, losses at airlines, grounded aircraft,
passenger security concerns in the aftermath of the Sept. 11, 2001
events, and a slow global economy will constrain demand for new
planes and, thus, for the company's products. Production rates for
commercial jetliners appear to have stabilized at low levels, but
significant increases are not expected until 2006. This downturn
and continued weakness in the electronic materials business will
overshadow positive trends in some of the firm's smaller markets,
such as military aircraft, wind energy, and soft body armor. In
the first six months of 2003, revenues have benefited from the
weak U.S. dollar.

In response to a difficult operating environment, Hexcel has
expanded its restructuring program, which has led to a $66 million
reduction in cash fixed costs. The company has reduced inventory
to levels more consistent with expected commercial aircraft
production rates. As a result, operating margins have returned to
the low-teens percent area from low single digits in 2001. Hexcel
had a small profit in the first half of 2003, after losses in 2001
and 2002. The issuance of $125 million in secured notes and $125
million of preferred stock in March 2003, with the proceeds used
to reduce debt by a net $90 million, eliminated near-term
liquidity concerns and improved the company's capital structure,
which remains weak. Further debt reduction is expected in 2003 and
debt to EBITDA is likely to decline below 5x in 2003 from over 6x
in 2002.

Hexcel's improved liquidity, restructuring efforts, and strength
in some segments, such as military aircraft, are expected to
enable the company to maintain a credit profile consistent with
current ratings despite continued weakness in the commercial
aerospace market.


IMMTECH INT'L: Will Commence Trading on AMEX Effective Monday
-------------------------------------------------------------
Immtech International, Inc., (OTC Bulletin Board: IMMT) announced
that its common stock has been approved for listing on the
American Stock Exchange.  Trading is expected to commence at
market opening on August 11, 2003, under the symbol "IMM".  
Immtech is expected to have Bear Wagner Specialists LLC as the
specialist firm responsible for trading the Company's common stock
on the AMEX.  The last trading day for Immtech's common stock on
the NASD OTCBB will be August 8, 2003.

"With our move to the AMEX, we look forward to increased
visibility, access to an even larger institutional shareholder
base and greater liquidity," stated T. Stephen Thompson, Immtech's
President and Chief Executive Officer. "The move to AMEX will not
result in any interruption in the trading in our stock as the
transition should be seamless for our shareholders.  We look
forward to developing a great relationship with AMEX."

Immtech International, Inc. is a pharmaceutical company focused on
the commercialization of oral treatments for infectious diseases
such as pneumonia, fungal infections, malaria, tuberculosis,
diabetes, hepatitis and tropical diseases such as African sleeping
sickness and Leishmania.  The Company has worldwide, exclusive
rights to commercialize a dicationic pharmaceutical platform from
which a pipeline of products may be developed targeting large,
global markets.  For further information, please visit Immtech's
Web site at http://www.immtech.biz

                           *   *   *

As previously reported, since inception, the Company has incurred
accumulated losses of approximately $41,466,000. Management
expects the Company to continue to incur significant losses during
the next several years as the Company continues its research and
development activities and clinical trial efforts.  There can be
no assurance that the Company's continued research will lead to
the development of commercially viable products.  Immtech's
operations to date have consumed substantial amounts of cash.  The
negative cash flow from operations is expected to continue in the
foreseeable future. The Company will require substantial funds to
conduct research and development, laboratory and clinical testing
and to manufacture (or have manufactured) and market (or have
marketed) its product candidates.

Immtech's working capital is not sufficient to fund the Company's
operations through the commercialization of one or more products
yielding sufficient revenues to support the Company's operations;
therefore, the Company will need to raise additional funds. The
Company believes its existing unrestricted cash and cash
equivalents and the grants the Company has received or has been
awarded and is awaiting disbursement of, will be sufficient to
meet the Company's planned expenditures through July 2003,
although there can be no assurance the Company will not require
additional funds. These factors, among others, indicate that the
Company may be unable to continue as a going concern.

The Company's ability to continue as a going concern is dependent
upon its ability to generate sufficient funds to meet its
obligations as they become due and, ultimately, to obtain
profitable operations. Management's plans for the forthcoming
year, in addition to normal operations, include continuing their
efforts to obtain additional equity and/or debt financing, obtain
additional grants and enter into various research, development and
commercialization agreements with other entities.


IMPERIAL PLASTECH: Court Extends Injunctive Relief Till Sept. 23
----------------------------------------------------------------
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 a
further order under the Bankruptcy Code in the United States
Bankruptcy Court, Northern District of Georgia, Atlanta Division,
supplemental to the Temporary Restraining Order and Preliminary
Injunction dated July 18, 2003 obtained by the PlasTech Group.

The order provides for the extension of the injunctive relief
imposed under the Bankruptcy Code to September 23, 2003, unless
further extended by the court, in order to facilitate the
continued restructuring of the PlasTech Group. The injunctive
relief restrains all persons from, among other things, commencing
or continuing any action or proceeding in the United States  
against any of the PlasTech Group or their respective directors or
property, taking any action in the United States against property
of any of the PlasTech Group involved in the proceedings pending
under the Companies' Creditors Arrangement Act or dishonoring,
altering, terminating, failing to renew or extend or otherwise
interfering with any contract, license or permit forming part of
the property of any 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 injunctive relief.

Imperial PlasTech also announced that pipe production at its
Peterborough, Ontario facility re-commenced on Thursday,
July 31, 2003. As a result, the PlasTech Group has addressed in
part its production capacity concerns and has positioned itself to
meet increased demand and to compete for specialized pipe orders.

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  


INNOVATIVE GAMING: Signs-Up Virchow Krause as New Accountants
-------------------------------------------------------------
On July 17, 2003, Kafoury, Armstrong & Co. resigned as Innovative
Gaming Corp. of America's independent accountants. The report of
Kafoury, Armstrong & Co. on the Company's December 31, 2001
consolidated financial statements expressed substantial doubt
about Innovative Gaming's ability to continue as a going concern.

The Company's Audit Committee participated in and approved the
decision to change independent accountants pending the engagement
of a new independent auditor.

On July 17, 2003 the Company engaged the public accounting firm of
Virchow, Krause & Company, LLP, 7900 Xerxes Avenue South, Suite
2400, Bloomington, MN 55431 to conduct the audit of its financial
statements for the Fiscal Year ended December 31, 2002. Such
engagement was approved by the Company's Audit Committee and Board
of Directors on July 17, 2003.

Innovative Gaming Corporation of America, a maker of video slot
machines and multi-player video gaming machines (blackjack, craps,
roulette), cancelled plans to buy Equitex's nMortgage subsidiary,
which includes retail and wholesale mortgage finance company First
Bankers Mortgage Services. The company had planned to exit the
gaming business altogether by selling its assets to Xertain, a
gaming facility development firm. After the deal with Equitex fell
through, ICGA decided instead to purchase Xertain, but that deal
was also called off in 2001. ICGA says it will now focus on its
core gaming equipment business and seek expansion into Native
American casinos.


INTEGRATED HEALTH: Rotech Wants IHS Debtors to Pay Admin. Claims
----------------------------------------------------------------
As previously reported, the Integrated Health Services Debtors and
the Rotech Debtors entered into a settlement resolving various
intercompany claims, which the Court approved -- the Rotech Claims
Order.  In connection with the consummation of the Rotech Plan,
the parties also entered into a Letter Agreement and a Tax Sharing
Agreement, which are related to the Rotech Claims Order.

Neal J. Levitsky, Esq., at Fox Rothschild O'Brien & Frankel LLP,
in Wilmington, Delaware, informs the Court that on numerous
occasions subsequent to confirmation of the IHS Plan, Rotech
sought acknowledgment from the IHS Debtors that their obligations
to Rotech under the Rotech Claims Order, the Letter Agreement and
the Tax Sharing Agreement were administrative expenses under
Section 503(b) of the Bankruptcy Code, and were enforceable on
any purchasers of the IHS Debtors.

Most recently, on June 3, 2003 and June 10, 2003, counsel for
Rotech e-mailed IHS Debtors' counsel requesting that they
acknowledge in writing that the IHS Debtors intended to honor
their obligations to Rotech under the Rotech Claims Order, Letter
Agreement and Tax Sharing Agreement.

The IHS Debtors have ignored Rotech's repeated requests.

By this motion, Rotech asks the Court to allow their claims under
the Rotech Claims Order, the Letter Agreement and the Tax Sharing
Agreement against the IHS Debtors, including any purchaser
thereof, as administrative expense claims under Section 503(b) of
the Bankruptcy Code, and direct the IHS Debtors to pay these
claims pursuant to the terms of IHS Plan.

A party asserting an administrative expense claim must
demonstrate that the expenses, "(i) arose out of a postpetition
transaction with the debtor-in-possession and (ii) directly and
substantially benefited the estate."

Mr. Levitsky asserts that both of these requirements are clearly
met in Rotech's case.  It cannot be disputed that the Rotech
Claims Order, Letter Agreement and Tax Sharing Agreement were
entered into postpetition.  Thus, the first requirement is met.

Furthermore, the purpose of each of the Rotech Claims Order,
Letter Agreement and Tax Sharing Agreement was to address the
treatment of intercompany claims and allocation of tax
liabilities in connection with the Debtors' bankruptcy cases.
These agreements were entered into for the very purpose of
fostering each debtor's reorganization efforts.  Thus, the
requirement that a claim confer a substantial and direct benefit
on the debtor in order to be an administrative claim is also met.

Pursuant to the Letter Agreement, the parties agreed to implement
the Rotech Claims Order as:

    1. The parties agreed to reconcile the amount of Net Working
       Capital in order to make the adjustments contemplated by
       the Rotech Claims Order.  The parties agreed that of the
       $40,000,000 due from the IHS Debtors to Rotech under the
       Rotech Claims Order, $7,800,000 would be held back for the
       purpose of paying administrative expense claims on behalf
       of the Rotech Debtors and $17,000,000 would be held back
       for the purpose of paying amounts on behalf of the Rotech
       Debtors under the United States Settlement Agreement.
       Thus, the IHS Debtors were required to pay Rotech the net
       amount of $15,200,000;

    2. The IHS Debtors confirmed their obligation to administer
       and fund all obligations of the Rotech Debtors for
       automobile and workers' compensation liability under the
       IHS insurance programs to the same extent the IHS Debtors
       have agreed to fund and administer general and professional
       liability under the Rotech Claims Order; and

    3. The IHS Debtors agreed to assume and be responsible for any
       remaining obligations under the separation agreement and
       release between the IHS Debtors and Stephen P. Griggs.
       (Integrated Health Bankruptcy News, Issue No. 62;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)   


INT'L PROPERTIES: Third Preferred Redemption Date is August 20
--------------------------------------------------------------
International Properties Group Ltd., announced that the Board of
Directors has approved a redemption of 3,658,537 Redeemable
Preferred Shares (approximately 52%) of the remaining issued and
outstanding Redeemable Preferred Shares, subject to rounding, at a
redemption price of $0.82 per Redeemable Preferred Share, for
aggregate redemption proceeds of up to $3 million. The Redeemable
Preferred Shares will be redeemed on a pro rata basis,
disregarding fractions, according to the number of Redeemable
Preferred Shares held and, where fractional shares would otherwise
be redeemed, each fractional share will be rounded to the next
lowest whole number.

The redemption date in respect of this third redemption is         
August 20, 2003. The funds required for the payment of the
redemption price will be deposited by IPG with Computershare Trust
Company of Canada. Upon surrender of the certificates representing
the Redeemable Preferred Shares, Computershare shall pay or cause
to be paid to the holders of Redeemable Preferred Shares, from the
sums so deposited by IPG, the redemption price per Redeemable
Preferred Share and shall deliver or cause to be delivered
certificates representing the balance of the Redeemable Preferred
Shares not redeemed.

The Corporation has previously redeemed 28,242,428 of the  
Redeemable Preferred Shares for an aggregate redemption price of
$23,158,787. David Steele, Chief Executive Officer, commented,
"This authorization brings the aggregate cash returned to
shareholders through these redemptions of the Redeemable Preferred
Shares to nearly $26.2 million, representing 90% of the total 35.3
million shares originally issued and outstanding. The Board of
Directors is continuing its efforts to realize on the remaining
assets and resolve outstanding claims to complete the winding up
of the Corporation".

International Properties Group Ltd. owns InvestorPlus Ltd. The
Class A Voting Shares and Redeemable Preferred Shares are
currently suspended on the Toronto Stock Exchange as a result of
the intended liquidation and dissolution of the Corporation.

                            *   *   *

As previously reported, shareholder approval was received at a
Special Meeting of Shareholders on Sept. 17, 2002, 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 fiscal 2002 by $626 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 $3,632, were included in the operating results for
fiscal 2002. No such costs or expenses were recorded for the three
month or six month periods ended April 30, 2003. $3,083 of such
costs and expenses were recorded for the three month and six month
periods ended April 30, 2002.

Further, the Company is subject to a number of potential legal
actions, which although management believes are not significant or
are without merit, will require resolution. The likelihood and
potential outcome of these actions cannot be determined at this
time. Therefore, no amounts have been reflected in these financial
statements.


INTERWAVE COMMS: Fourth-Quarter Net Loss Narrows to $8 Million
--------------------------------------------------------------
InterWAVE(R) Communications International, Ltd. (Nasdaq: IWAV), a
pioneer in compact wireless voice communications systems,
announced financial results for the fourth fiscal quarter and the
year ended June 30, 2003.

For the quarter, the Company reported total revenues of $8.5
million, up 29 percent compared to $6.6 million in the prior
quarter and up 17 percent compared to $7.2 million for the fourth
quarter last year. The Company reported a net loss of $7.8 million
(which included restructuring charges of $4.3 million), or $1.16
per share, compared to a net loss of $5.5 million (which included
restructuring charges of $0.1 million), or $0.81 per share, for
the prior quarter and $39.0 million (which included restructuring
charges of $1.1 million), or $6.97 per share for the fourth
quarter last year. Net losses per share have been retroactively
adjusted for a one-for-ten reverse stock split effected April 30,
2003.

Several large orders that were expected to close during the third
quarter, which were delayed due to finalization of customer
letters of credit, closed as expected during the fourth fiscal
quarter. Such large orders, aggregating more than $3 million, were
closed in the fourth quarter.

For the year ended June 30, 2003, the Company reported revenues of
$30.0 million, compared with revenues of $43.0 million for fiscal
2002. The Company reported a net loss of $30.9 million or $4.75
per share, compared with a net loss of $64.3 million, or $11.52
per share, for fiscal 2002.

William E. Gibson, Chairman of the Board of Director's Executive
Committee of interWAVE, commented, "The last two years have been
particularly challenging for interWAVE as the economy and the
overall business climate has deteriorated, but we believe we have
appropriately re-sized the company, modestly increased sales in
the fourth quarter and significantly reduced our operating
expenses and cash utilization. Our diligence has resulted in a 33
percent reduction in spending on combined research and development
and SG&A in the last year and a 44 percent reduction in total
operating expenses in the last year. Moreover, we have continued
to focus on increasing our market presence, resulting in a 17
percent increase in sales for the fourth quarter compared to the
fourth quarter of last year, despite a challenging economic
climate and political tensions in several of our markets."

For the quarter, combined research and development and selling,
general and administrative expenses declined to $6.8 million. This
compares with combined R&D and SG&A expenses of $7.2 million in
the third quarter and $11.9 million for the comparable fourth
quarter last year.

During the quarter, 59 percent of revenue resulted from contracts
with new customers. The Company recorded sales to 14 new customers
during the fourth quarter, compared to five in the third quarter
and 17 during the previous three quarters combined. Of total
fourth quarter revenue, 58 percent came from the Company's Europe,
Middle East and Africa region, 17 percent was from the Asia
Pacific region, 23 percent was from the Company's North America
region, and 2 percent was from Latin America.

Cal Hoagland, senior vice president and chief financial officer,
added, "Follow-on business with existing customers continues to be
an important aspect of our revenue mix, especially as customers
deploy our technology and realize the revenue possibilities which
our products create. However, I am especially pleased with the
frequency of new orders from entirely new customers recorded
during the quarter. This trend could lead to increased follow-on
business in coming quarters."

Net cash burn for the quarter was $0.8 million, comprising the
combined reduction of cash and cash equivalents, short-term
investments and restricted cash. An additional $2.4 million in
customer payments and prepayments dated or initiated June 30, 2003
or earlier were received in the first three days of July 2003, and
were not included in the Company's combined cash balances at June
30, 2003 or the calculation of net cash burn for the quarter. This
compares to a net cash burn of $4.4 million for the third quarter
and $3.1 million for the fourth quarter of fiscal 2002. The
corresponding GAAP financial information and a reconciliation from
net cash burn to GAAP is contained in the attached financials, and
available on the Investor Relations section of the Company's Web
site at http://www.iwv.com The Company's combined cash balances  
at the end of June 2003 were $4.6 million, comprising cash and
cash equivalents, short-term and long-term restricted cash.

During the quarter, the Company entered into, and drew down upon,
a line of credit extended by Silicon Valley Bank.

interWAVE Communications International, Ltd. (Nasdaq: IWAV) is a
global provider of compact network solutions and services that
offer innovative, cost-effective and scalable networks allowing
operators to "reach the unreached." interWAVE solutions provide
economical, distributed networks that minimize capital
expenditures while accelerating customers' revenue generation.
These solutions feature a product suite for the rapid and simple
deployment of end-to-end compact cellular systems and broadband
wireless data networks that deliver scalable IP, ATM broadband
networks. interWAVE's portable, mobile cellular networks and
broadband wireless solutions provide vital and reliable wireless
communications capabilities for customers in over 50 countries.
The Company's U.S. subsidiary is headquartered at 2495 Leghorn
Street, Mountain View, California, and can be contacted at
http://www.iwv.com

                         *    *    *

                Liquidity and Capital Resources

In its Form 10-K filed with the Securities and Exchange
Commission on September 30, 2002, interWAVE stated:

"Net cash used in operating activities in 2002, 2001 and 2000
was primarily a result of net operating losses. Net cash used in
operating activities for 2002 was primarily attributable to net
loss from operations, decreases in accounts payable and accrued
expenses and other liabilities, offset by non-cash depreciation
and amortization and losses on asset impairments and sales, as
well as decreases in inventory and trade receivables and
increases in deferred revenue. For 2001, net cash used in
operating activities was primarily attributable to net loss from
operations, increases in inventory and decreases in accounts
payable, offset by non-cash depreciation and amortization and
losses on asset impairments and sales, as well as decreases in
trade receivables and increases in accrued expenses and other
current liabilities and deferred revenue. For 2000, net cash
used in operating activities were primarily attributable to net
loss from operations and increases in trade receivables, offset
by increases in accounts payable.

"Investing Activities. For 2002, the primary source of cash in
investing activities was the sale of short-term investments. For
2001, our investing activities consisted primarily of the sale
of short-term investments offset by cash used in acquisitions
for $18.5 million. Other uses of cash in investing activities
consisted of purchases of $8.2 million in capital equipment and
intangible assets. We expect that capital expenditures will
decrease due to our continued cost-cutting efforts and
conservation of cash resources. For 2000, the primary use of
cash in investing activities were the purchases of short-term
investments and capital equipment.

"Financing Activities. During 2002, we raised $2.5 million from
the sale of shares and the exercise of warrants, options and
ESPPs. In 2001, the primary use of cash in financing activities
were principal payments on notes payable net of receipts on our
issuance of notes receivable to several of our customers. In
January 2000, we completed our initial public offering, which
raised $116.3 million net of costs.

"Commitments. We lease all of our facilities under operating
leases that expire at various dates through 2006. As of June 30,
2002, we had $7.1 million in future operating lease commitments.
In August 2002, we signed a new lease for 2,300 square feet of
facility with Hong Kong Technology Centre. We moved into the new
office at the end of August 2002. The new lease expires in
August 2004. In the future we expect to continue to finance the
acquisition of computer and network equipment through additional
equipment financing arrangements.

"As of June 30, 2002, we have two capital leases with GE
Capital. Aggregate future lease payments are $0.5 million, $0.5
million and $0.3 million for fiscal years 2003, 2004 and 2005,
respectively.

"Summary of Liquidity. There can be no assurances as to whether
our existing cash and cash equivalents plus short-term
investments will be sufficient to meet our liquidity
requirements. We have had recurring net losses, including net
losses of $64.3 million, $94.1 million and $28.4 million for the
years ended June 30, 2002, 2001 and 2000, respectively, and we
have used cash in operations of $28.8 million, $49.4 million,
and $21.8 million for the years ended June 30, 2002, 2001 and
2000, respectively. Management is currently forming and
attempting to execute plans to address these matters. These
plans include achieving revenues and margins that will sustain
levels of spending, reducing levels of spending, raising
additional amounts of cash through the issuance of debt, equity
or through other means such as customer prepayments. If
additional funds are raised through the issuance of preferred
equity or debt securities, these securities could have rights,
preferences and privileges senior to holders of common stock,
and the terms of any debt could impose restrictions on our
operations. The sale of additional equity or convertible debt
securities could result in additional dilution to our
stockholders, and we may not be able to obtain additional
financing on acceptable terms, if at all. If we are unable to
successfully execute such plans, we may be required to reduce
the scope of our planned operations, which could harm our
business, or we may even need to cease operations. In this
regard, our independent auditor's report contains a paragraph
expressing substantial doubt regarding our ability to continue
as a going concern. We cannot assure you that we will be
successful in the execution of our plans."


J.L. FRENCH: June 30 Net Capital Deficit Widens to $300 Million
---------------------------------------------------------------
J.L. French Automotive Castings, Inc., announced results for its
second quarter and six months ended June 30, 2003.

For the second quarter of 2003, revenues were $133.0 million
compared to $146.4 million in the 2002 period. Operating income
was $12.8 million versus $16.6 million in the prior-year quarter.
Earnings before interest, taxes, depreciation and amortization
(EBITDA) decreased to $24.5 million from $28.1 million in the
second quarter of 2002. EBITDA before the impact of loss contract
reserves was $23.5 million in the second quarter of 2003 compared
to $26.6 million in the 2002 period. Cash interest expense was
$14.5 million, up from $12.0 million in the second quarter of 2002
as a result of higher weighted average interest rates in the 2003
period. During the second quarter, the company recorded non-cash
income of $2.3 million related to exchange rates on debt
denominated in foreign currencies.

For the first half of 2003, revenues were $276.6 million, a
decrease of $4.5 million compared to the 2002 period. Operating
income was $27.4 million compared to $29.4 million in the first
half of 2002. Before the impact of loss contract reserves, EBITDA
increased to $49.0 million, or 17.7 percent of sales, in the six
months of 2003 compared to $47.6 million, or 16.9 percent of
sales, in the same period last year. As a result of the higher
weighted average interest rates in the 2003 period, cash interest
expense increased to $29.0 million versus $23.9 million in the
first half of 2002. During the first six months, the company
recorded non-cash income of $0.6 million related to exchange rates
on debt denominated in foreign currencies.

J.L. French Automotive's June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $300 million.

"While our revenues decreased from last year, we have continued to
reduce our breakeven point," said Anthony A. Barone, chief
financial officer of J.L. French Automotive Castings. "In
addition, as a result of both lower production volumes and
productivity improvements, we have generated open capacity at our
Sheboygan facilities. We are aggressively seeking new business to
utilize this available capacity."

J.L. French Automotive Castings, Inc., a privately held automotive
supplier, is a leading global designer and manufacturer of highly
engineered aluminum die cast automotive parts including oil pans,
engine front covers and transmission cases. The company has
manufacturing facilities in Sheboygan, Wis.; Glasgow, Ky.; San
Andres de Echevarria, Spain; Saltillo, Mexico; as well as five
plants in the United Kingdom. The company is based in Sheboygan,
Wis., and has its corporate office in Minneapolis, Minn.


JP MORGAN: S&P Junks Series 1998-C6 Class H Note Rating at CCC
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class H
of J.P. Morgan Commercial Mortgage Finance Corp. series 1998-C6
and placed it on CreditWatch negative. Concurrently, the ratings
on class F and G from the same transaction are also placed on
CreditWatch negative.

The lowered rating and CreditWatch placements are due to interest
shortfalls, which are expected on the August 2003 distribution.
The shortfalls will occur after the master servicer recovers
advanced amounts relating to a modified mortgage loan secured by a
111-unit lodging property in Salt Lake City, Utah. Depending on
how the advances are recovered, class F may experience shortfalls
that will be recovered in one to two months. If class F does not
short, it will be susceptible to interest shortfalls due to the
elimination of the subordinate class's interest. It could take
several months to repay class G, and will likely take an extended
period of time to repay class H.

Subordinate interest available to repay class H is derived from
the most subordinate certificate in the transaction (class NR),
which is not rated. Class NR interest is currently shorted 84% of
its monthly payment due to the recent non-recoverable
determination on a specially serviced loan secured by a
refrigerated warehouse loan in Texas and special servicing fees.
No further interest advances will be made on the loan, and the
resulting interest shortfalls may continue through disposition of
the note and/or property.

The CreditWatch placements will remain in effect until the
servicer has recovered its previously advanced amounts and the
time period required to repay the class G and H can be better
determined.
   
           RATING LOWERED AND PLACED ON CREDITWATCH
   
        J.P. Morgan Commercial Mortgage Finance Corp.
      Commercial mortgage pass-thru certs series 1998-C6
   
                     Rating
     Class     To               From     Credit Support
     H         CCC/Watch Neg    B-                 1.9%
   
                RATINGS PLACED ON CREDITWATCH
   
        J.P. Morgan Commercial Mortgage Finance Corp.
      Commercial mortgage pass-thru certs series 1998-C6
    
                     Rating
     Class     To               From     Credit Support
     F         BB/Watch Neg     BB                 5.7%
     G         B/Watch Neg      B                  2.8%


J.P. MORGAN: S&P Assigns Low-B Prelim Ratings to 6 Note Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to J.P. Morgan Chase Commercial Mortgage Securities
Corp.'s $1.2 billion commercial mortgage pass-through certificates
series 2003-PM1.

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 credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying mortgage loans, and the
geographic and property type diversity of the loans. Classes A-1,
A-2, A-3, A-4, B, C, D, and E are currently being offered
publicly. The remaining classes are being offered privately.
Standard & Poor's analysis of the portfolio determined that, on a
weighted average basis, the pool has a debt service coverage ratio
of 1.67x based on a weighted average constant of 7.10%, a
beginning loan-to-value ratio of 87.5%, and an ending LTV of
71.0%.

                PRELIMINARY RATINGS ASSIGNED
        J.P. Morgan Chase Commercial Mortgage Securities Corp.
        Commercial mortgage pass-thru certs series 2003-PM1
   
        Class              Rating                Amount ($)
        A-1                AAA                   86,050,000
        A-2                AAA                   96,950,000
        A-3                AAA                  100,000,000
        A-4                AAA                  282,010,000
        B                  AA                    33,244,000
        C                  AA-                   13,009,000
        D                  A                     27,462,000
        E                  A-                    13,009,000
        X-1                AAA                1,156,314,016
        X-2                AAA                1,107,302,000
        A-1A               AAA                  390,394,000
        F                  BBB+                  15,899,000
        G                  BBB                   13,008,000
        H                  BBB-                  18,790,000
        J                  BB+                   15,900,000
        K                  BB                     7,227,000
        L                  BB-                    8,672,000
        M                  B+                     7,227,000
        N                  B                      4,336,000
        P                  B-                     2,891,000
        NR                 N.R.                  20,236,016
   
        N.R.-Not rated.


JUNIPER CBO: S&P Further Junks Ratings on Class A-3A/A-3B Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1, A-2, A-3A, and A-3B notes issued by Juniper CBO 1999-1
Ltd., managed by Wellington Management Co. LLP, and removed them
from CreditWatch with negative implications, where they were
placed April 11, 2003. At the same time, the 'AAA' rating
on the class A-1L notes is affirmed.

The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the class A-1, A-2, A-
3A, and A-3B notes since the transaction was last downgraded in
December 2002. These factors include par erosion of the collateral
pool securing the rated notes and a downward migration in the
credit quality of the assets within the pool.

The affirmation reflects the sufficient level of credit
enhancement currently available to support the 'AAA' rating
assigned to the class A-1L notes.

The overcollateralization ratio tests for Juniper CBO 1999-1 Ltd.
continue to be out of compliance, and there has been significant
deterioration in the ratios since the last downgrade. As of the
July 2, 2002 monthly trustee report, the class A
overcollateralization ratio was 84.40% (the required minimum ratio
is 115%), versus a ratio of 92.80% in December 2002. The class B
overcollateralization ratio was 72.70% (the required minimum ratio
is 104%), versus a ratio of 80.60% in December 2002.

The credit quality of the assets in the collateral pool has also
deteriorated since the transaction was last downgraded. Currently,
$73,801,260 of the collateral (or approximately 21.73% of the
collateral pool) is defaulted. In addition, $11,580,000 (or
approximately 4.36%) of the performing assets in the collateral
pool come from obligors with Standard & Poor's ratings currently
in the 'CCC' range and $19,005,000 (or approximately 7.15%) of the
performing assets in the collateral pool come from obligors with
Standard & Poor's ratings that are currently on CreditWatch
negative.

Standard & Poor's has reviewed current cash flow runs generated
for Juniper CBO 1999-1 Ltd. to determine the future defaults the
transaction can withstand under various stressed default timing
scenarios, while still paying all of the rated interest and
principal due on the rated notes. Upon comparing the results of
these cash flow runs with the projected default performance of the
current collateral pool, Standard & Poor's determined that the
ratings previously assigned to the class A-1, A-2, A-3A, and A-3B
notes were no longer consistent with the credit enhancement
currently available, resulting in the lowered ratings. Standard &
Poor's will continue to monitor the performance of the transaction
to ensure that the ratings assigned remain consistent with the
credit enhancement available.
   
           RATINGS LOWERED AND OFF CREDITWATCH NEGATIVE
  
                        Juniper CBO 1999-1 Ltd.
   
       Class      Rating                     Balance ($ mil.)
               To       From              Original     Current
       A-1     BBB+     A+/Watch Neg        134.00      134.00
       A-2     BB       BBB-/Watch Neg       34.00       34.00
       A-3A    CC       CCC-/Watch Neg       60.00       60.00
       A-3B    CC       CCC-/Watch Neg       40.00       40.00
   
                          RATING AFFIRMED
     
                      Juniper CBO 1999-1 Ltd.
   
                           Balance ($ mil.)
       Class   Rating     Original    Current
       A-1L    AAA         153.000     89.260


LEAP WIRELESS: Cricket Proposes PCS Asset Sale Bidding Protocol
---------------------------------------------------------------
In connection to the proposed sale of two services licenses,
Cricket Licensee, Inc. asks the Court to approve bidding
procedures that provide for:

    (i) pre-qualification of competing bidders, including a
        demonstration of their financial ability to consummate the
        Sale,

   (ii) competing bids to be on substantially the same terms as
        the Edge Acquisitions LLC's offer, and

  (iii) competing bids to provide both consideration in an amount
        that exceeds Edge's offer by at least $25,000.

Robert A. Klyman, Esq., at Latham & Watkins, in Washington, D.C.,
tells the Court that the Bidding Procedures were structured so as
to provide a standard set of rules for competing bidders, thus,
simplifying Cricket Licensee's review and analysis of competing
bids and minimizing the prospects for objections based on
procedural grounds.  At the same time, Cricket Licensee built
into the Bidding Procedures needed flexibility and discretion to
ensure that bona fide bids will be considered rather than being
disqualified on procedural or technical grounds.

Pursuant to the proposed Bidding Procedures, overbids will be
required to be on the same terms as the Agreement and for a
purchase price greater than that offered by Edge by at least
$25,000 payable in cash at closing.  Overbids must be binding
without regard to FCC's approval for the sale.

At the Sale Hearing, Cricket Licensee will present to the Court a
bid that was subjected to an exhaustive sale process culminating
in an auction.  Under the circumstances, this process is the best
means to determine the value of the Licenses, and as a result the
successful bid will represent a fair and reasonable price for the
Licenses, maintains Mr. Klyman.

A prospective bidder who satisfies limited requirements,
including demonstrating its financial ability to consummate the
Sale and manifesting a willingness to close on substantially the
same terms as the Agreement, will be permitted to bid at the
auction.  Cricket Licensee believes that the minimal qualification
requirements are necessary for an orderly sale process by ensuring
that only those entities who have the financial wherewithal to
perform are permitted to bid and that all bidders are competing on
the same terms:

    (i) Edge Acquisition will be designated as the "stalking
        horse" bidder and Edge's will serve as the benchmark by
        which all other bids will be measured;

   (ii) Any party other than Edge who intends to make a bid on the
        Licenses must deliver its Competing Bid so as to be
        received, no later than 4:00 p.m. on the day that is three
        business days prior to the date of the Sale Hearing, by
        counsel for the Debtors, Latham & Watkins LLP, 633 West
        Fifth Street, Suite 4000, Los Angeles, California 90071-
        2007, Attention: Robert A. Klyman, Esq.;

  (iii) Each Competing Bid must be in substantial compliance with
        these:

        (a) It must include the name, address and telephone number
            for the Competing Bidder and its counsel;

        (b) It must be accompanied by financial statements,
            financing commitments and other relevant information
            as the Debtor may reasonably require to determine the
            ability of the Competing Bidder to perform the
            obligations of its Competing Bid;

        (c) It must describe in reasonable detail the Competing
            Bidder's qualifications to hold C-block licenses
            granted by the FCC that have not yet satisfied the
            initial five year build out requirements, or the
            Competing Bidder's proposal to facilitate the build
            out of the Licenses in a manner acceptable to the
            Debtor and the Informal Vendor Debt Committee, in
            their joint discretion;

        (d) It must provide that payment of the purchase price in
            cash and the closing are not subject to closing
            conditions except entry of a court order approving the
            sale;

        (e) It must be submitted in the form of an executed
            license acquisition agreement that is substantially
            the same in all material respects as the Agreement
            with immaterial changes as are reasonably acceptable
            to the Debtor;

        (f) It must be accompanied by a black-lined draft of the
            Competing Bidder Agreement marked to show changes from
            the Agreement;

        (g) It must provide for a payment of the purchase price in
            cash at the closing, and the closing will be no more
            than three days after the date that the order
            approving the Sale is entered, regardless of whether
            the transfer of the Licenses has been approved by the
            FCC; and

        (h) The Competing Bid must provide that the Competing
            Bidder's purchase price for the Licenses exceeds
            Edge's purchase price in the Agreement by at least
            $25,000.

   (iv) If the Debtor determines, in consultation with the
        Informal Vendor Debt Committee, that one or more Competing
        Bids satisfies the requirements set forth, the Debtor will
        notify Competing Bidders within 36 hours of the Bid
        Deadline as to which Competing Bid constitutes the highest
        and best bid;

    (v) If the Debtor determines, in consultation with the
        Informal Vendor Debt Committee, that one or more Competing
        Bids satisfies the requirements set forth, the Debtor will
        conduct an auction of the Licenses in which all qualified
        bidders may participate.  The Auction will take place at
        1:00 p.m. on the business day before the Sale Hearing at
        the North San Diego offices of Debtor's counsel, Latham &
        Watkins, 12636 High Bluff Drive, Suite 300, San Diego,
        California, 92130.  The initial overbid at the Auction
        must be at least $25,000 more than the Competing Bid which
        the Debtor determined, in consultation with the Informal
        Vendor Debt Committee, to be the highest and best
        Competing Bid.  Bidding will proceed thereafter in minimum
        increments of at least $25,000.  If the Debtor does not
        receive a timely Competing Bid, the Debtor will not
        conduct any Auction; and

   (vi) At the Sale Hearing, the Debtor will advise the Court of
        the highest and best bid and will request that the Court
        approve the Sale to the bidder submitting the bid. (Leap
        Wireless Bankruptcy News, Issue No. 8; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)  


LIGHTEN UP ENTERPRISES: Hansen Barnett Airs Going Concern Doubt
---------------------------------------------------------------
Hansen, Barnett & Maxwell, independent certified public
accountants of Salt Lake City, Utah, audited the consolidated
balance sheets of Lighten Up Enterprises International, Inc., a
Nevada corporation, and subsidiary as of December 31, 2002 and
2001 and the related consolidated statements of operations,
stockholders' equity (deficit), and cash flows for the years then
ended and for the period from June 25, 1996 (date of inception)
through December 31, 2002.

On July 15, 2003, management of the Company met with L. Rex
Andersen of Sellers & Andersen, CPAs, in Salt Lake City, Utah, for
the purpose of determining whether Sellers & Andersen would be
interested in becoming the Company's new independent auditors.  
After such meeting, the Board of Directors decided to dismiss
Hansen, Barnett & Maxwell and retain Sellers & Andersen as the
Company's independent auditors. The Board of Directors notified
Hansen, Barnett & Maxwell of the Board's decision to change
auditors on July 21, 2003.

The reports of Hansen, Barnett & Maxwell expressed that there was
substantial doubt about the Company's ability to continue as a
going concern.


LUCILLE FARMS: Continues Listing on Nasdaq Under LUCYE Symbol
-------------------------------------------------------------
Lucille Farms, Inc. (NASDAQ: LUCYE) announced that Nasdaq has
informed it that it has evidenced compliance with the filing
requirement for its annual report on Form 10-K and all other
requirements for continued listing on the Nasdaq SmallCap Market.
Further, effective with the open of business yesterday, the
Company's trading symbol was changed from LUCYE back to LUCY.

In a news release issued on July 16, 2003, the Company reported
that it had delayed the filing of its annual report on Form 10-K
due to the failure to obtain on a timely basis a waiver of a
default in the debt service ratio covenant contained in its USDA
guaranteed 20-year term loan with First International Bank (UPS
Capital Business Credit). Said waiver has now been obtained from
the Bank and the Company filed its annual report on Form 10-K on
July 31, 2003.

Lucille Farms, Inc. is engaged in the manufacture, processing,
shredding and marketing of low moisture mozzarella cheese and the
shredding of other cheese and cheese blends. Also, utilizing
proprietary formulas and processes, the Company has developed a
line of mozzarella type cheese products, which include reduced
fat, non-fat and low moisture products. The company also sells
whey, which is a by-product of its cheese making operation. The
Company's low moisture mozzarella and mozzarella type cheese
products are manufactured in the Company's USDA approved
production facility in Swanton, Vermont and are made of natural
ingredients.


MAGNATRAX CORP: Disclosure Statement Hearing Set for August 18
--------------------------------------------------------------
On July 18, 2003, Magnatrax Corporation and its debtor-affiliates
filed their First Amended Joint Chapter 11 Reorganization Plan
along with an accompanying Disclosure Statement with the U.S.
Bankruptcy Court for the District of Delaware.  

The Honorable Peter J. Walsh will convene a hearing on
August 18, 2003, at 10:00 a.m. to consider the adequacy of the
Disclosure Statement within the meaning of Section 1125 of the
Bankruptcy Code.  The Court will determine whether the Disclosure
Statement contains the right kind and amount of information that
creditors will need to decide whether to accept or reject the
Plan.

Objections, if any, to the Disclosure Statement must received by
the Clerk of the Bankruptcy Court on or before August 11, with
copies served on:

        1. Counsel for the Debtors
           Kaye Scholer LLP
           425 Park Avenue
           New York, NY 10022
           Attn: Andrew A. Kress, Esq.
                 Keith R. Murphy, Esq.

                -and-

           Young Conaway Stargatt & Taylor LLP
           The Brandywine Building
           1000 West Street
           17th Floor
           Wilmington, Delaware 19801
           Attn: Joel A. Waite, Esq.
                 Maureen D. Luke, Esq.

        2. Counsel for the Official Committee of Unsecured
            Creditors
           Foley & Lardner
           402 West Broadway
           Suite 2300
           San Diego, California 92101
           Attn: Peter W. Ito, Esq.

                 -and-

           The Bayard Firm
           222 Delaware Avenue
           PO Box 25130
           Wilmington, Delaware 19899
           Attn: Michael Vild, Esq.

        3. Counsel for (a) Canadian Imperial Bank of Commerce, as
            Administrative Agent for the Debtors' Prepetition
            Lenders and (b) the Debtors' Postpetition Lenders
           Clifford Chance US LLP
           200 Park Avenue
           New York, NY 10166
           Attn: Madlyn Gleich Primoff, Esq.

        4. the Office of the United States Trustee
           844 King Street
           Room 2313
           Wilmington, Delaware 19801
           Attn: Maureen L. Harrison, Esq.

Magnatrax Corporation is a diversified North American manufacturer
and marketer of engineered building products and services for non-
residential and residential construction markets.  The Company
filed for chapter 11 protection on May 12, 2003 (Bankr. Del. Case
No. 03-11402).  Joel A. Waite, Esq., Maureen D. Luke, Esq., at
Young Conaway Stargatt & Taylor and Andrew A. Kress, Esq., Keith
R. Murphy, Esq., at Kaye Scholer LLP represent the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed $207,000,000 in total
assets and $326,000,000 in total debts.
               

MALDEN MILLS: Confirmation Hearing Set for August 14, 2003
----------------------------------------------------------
The United States Bankruptcy Court for the District of
Massachusetts ruled on the adequacy of the Disclosure Statement
prepared by Malden Mills and its debtor-affiliates to explain
their Fifth Amended Plan of Reorganization. The Court found that
the Disclosure Statement contains the right kind and amount of
information that creditors will need to make informed decisions
whether to accept or reject the Plan.

A hearing to consider the confirmation of the Debtors' Plan will
convene on August 14, 2003, at 1:30 p.m. Eastern Time, before the
Honorable Joel B. Rosenthal.

Today is the deadline for creditors to submit any objections to
plan confirmation.  Creditors' Ballots are due today too.

Malden Mills Industries, Inc., a worldwide producer of high-
quality branded fabric for apparel, footwear and home furnishings,
filed for chapter 11 protection on November 29, 2001 (Bankr. Mass.
Case No. 01-47214).  Richard E. Mikels, Esq., and John T. Morrier,
Esq., at Mintz, Levin, Cohn, Ferris represent the Debtors in their
restructuring efforts.


MCF CORP: Second-Quarter 2003 Results Enter Positive Territory
--------------------------------------------------------------
MCF Corporation (AMEX: MEM), the parent company of Merriman Curhan
Ford & Co., a securities broker-dealer and investment bank,
reported revenue from continuing operations of $2,580,000 for the
second quarter of 2003. This is a 28% increase compared to the
second quarter of 2002 and represents a record quarter for the
Company in terms of revenue. The second quarter of 2003 also
represents a 38% sequential increase from first quarter 2003
revenues of $1,867,000.

Net income for the second quarter 2003 was $1,758,000, a
significant improvement from a net loss of $750,000 for the
similar period of 2002. The second quarter 2003 net income
includes a $3,088,000 non-cash gain resulting from the retirement
of long-term debt, as well as $970,000 of non-cash interest
expense related to the amortization of long-term debt discounts
and debt issuance costs.

MCF Corporation's June 30, 2003 balance sheet shows a total
shareholders' equity of about $1.2 million, up from a deficit of
about $5.5 million six months ago.

"The record results for the second quarter 2003 speak for
themselves as we grew across all our lines of business," stated
Jon Merriman, chairman and chief executive officer of MCF
Corporation. "Our focus on emerging growth companies and
institutional investors coupled with measured and opportunistic
growth is paying off. We are putting together the right people and
processes that are enabling us to grow while the investment
banking industry overall is still downsizing.

"We are confident that by sticking to our mission and hiring
experienced, cash flow positive producers, we will be able to
continue our rapid growth in a difficult environment," continued
Mr. Merriman.

Cash, cash equivalents, marketable securities and restricted cash
amounted to $4,834,000 as of June 30, 2003, compared to $2,777,000
as of December 31, 2002. During the second quarter, MCF
Corporation raised $3 million through the issuance of convertible
preferred stock and convertible notes payable, retired a
convertible note payable with a face value of $5,949,000 and
exchanged $2.7 million of convertible notes payable for preferred
stock.

Gregory Curhan, CFO of MCF Corporation added, "During the second
quarter, we successfully completed the restructuring of MCF
Corporation's balance sheet that we had been working on since the
beginning of the year. The completion of these transactions
significantly reduces our interest expense and, coupled with the
growth of our sales team, pushes us closer to our goal of
operating profitability. I am also very pleased with the growing
pipeline of corporate finance business."

Highlights for Merriman Curhan Ford & Co. and MCF Corporation
during the second quarter 2003 include:

-- MCF Corporation raised $3.0 million through a private placement
   financing which was over-subscribed by 20%;

-- Reduced long-term debt by approximately $5.9 million, resulting
   in lower interest expense of over $750,000 per year;

-- The name of the Company's securities broker-dealer and
   investment bank was changed to Merriman Curhan Ford & Co. to
   better represent the Company. Subsequent to the end of the
   second quarter, the name of the parent company of Merriman
   Curhan Ford & Co. (formerly Ratexchange Corporation) was
   changed also to MCF Corporation and the ticker was changed to
   MEM from RTX;

-- Institutional Cash Distributors ("ICD"), a premier broker of
   money funds serving the short-term investing needs of corporate
   treasury departments at companies throughout the United States,
   was launched as a division of Merriman Curhan Ford & Co.;

-- Wall Street veteran, Arnold "Arnie" Owen was hired as a
   Managing Director in the Equity Capital Markets group and Elise
   Stern was hired as a Managing Director in MCF's Corporate and
   Venture Services group;

-- The addition of six producers to the sales and trading
   department, focused on growing the Company's institutional
   revenue and account penetration.

Merriman Curhan Ford & Co. is a securities broker-dealer and
investment bank focused on emerging growth companies and growth-
oriented institutional investors. The Company provides sales and
trading services primarily to institutions, as well as advisory
and investment banking services to corporate clients. The
Company's mission is to become a leader in the researching,
advising, financing and trading of emerging growth equities.
Merriman Curhan Ford & Co. is a subsidiary of MCF Corporation
(AMEX: MEM) and is registered with the Securities and Exchange
Commission as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc. and SIPC.


MEOW MIX: Expected Loan Repayment Spurs S&P to Withdraw Rating
--------------------------------------------------------------  
Standard & Poor's Ratings Services withdrew its 'BB-' corporate
credit and senior secured debt ratings on cat food manufacturer
The Meow Mix Co. The ratings were also removed from CreditWatch
where they were placed July 25, 2003.

The rating action reflects the expected sale of Meow Mix to
Cypress Group LLC, a transaction that will result in the full
repayment of Meow Mix's rated bank loan.

About $84 million of debt is affected.

Secaucus, New Jersey-based Meow Mix holds a leading position in
the premium category of the U.S. dry cat food market.


MICRO COMPONENT: June 28 Net Capital Deficit Widens to $7 Mill.
---------------------------------------------------------------
Micro Component Technology, Inc. (OTCBB:MCTI) reported results for
its second quarter ended June 28, 2003. Net sales for the quarter
were $2.3 million, a decrease of 39.9% from the quarter ended
June 29, 2002 and 6.0% above net sales of the prior quarter. Net
loss for the quarter ended June 28, 2003 was $1.5 million versus a
net loss of $1.8 million in the prior year period.

At June 28, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $7.6 million.

MCT's President, Chairman and Chief Executive Officer, Roger E.
Gower, commented, "We were gratified to see the continuing decline
of our operating costs as expenses, exclusive of restructuring
costs, have reduced approximately 44% in the past year. In
addition, we are pleased to report that our transfer of
manufacturing operations to Malaysia is now complete and further
cost improvements will result from this action. The continued
reduction in our operating costs, coupled with our recently
announced $2.5 million secured line of credit and restructuring of
our 10% Senior Convertible Debt Notes better positions us to
remain competitive in these difficult market conditions."

"Our customers continue to experience significant cost
improvements through the use of our Tapestry(R) products. At the
recent Semicon West Show, we introduced our new Tapestry(R) SC
product that affords our customers a much lower cost of entry to
strip product solutions together with significant throughput and
space saving improvements. We continue to look forward to a market
upturn and believe that our position in strip handling solutions
provides us with a solid platform for revenue and earnings growth
as the upturn occurs in the future," concluded Gower.

MCT is a leading manufacturer of test handling and automation
solutions satisfying the complete range of handling requirements
of the global semiconductor industry. MCT has recently introduced
several new products under its Smart Solutions(TM) line of
automation products, including Tapestry(R), SmartMark(TM), and
SmartSort(TM), designed to automate the back-end of the
semiconductor manufacturing process. MCT believes it has the
largest installed IC test handler base of any manufacturer, with
over 11,000 units worldwide. MCT is headquartered in St. Paul,
Minnesota, with its core manufacturing operation in Penang,
Malaysia. MCT is traded on the OTC Bulletin Board under the symbol
MCTI. For more information on the Company, visit its Web site at
http://www.mct.com  


MILLENNIUM CHEMICALS: S&P Keeps Watch over Likely Restatement
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on chemicals producer Millennium Chemicals Inc. on
CreditWatch with negative implications following the company's
unanticipated announcement that it expects to restate its
financial statements.

The restatement follows recently discovered errors in the
accounting for deferred taxes relating to its Equistar investment,
the calculation of pension liabilities, and its accounting for a
multiyear precious metals transaction.

"The CreditWatch placement reflects the unexpected deterioration
of the company's already stretched financial profile," said
Standard & Poor's credit analyst Kyle Loughlin. "The restatements
will effectively eliminate the equity accounts of the company,
which could weaken creditors' recovery prospects and have
implications for Millennium's access to various sources of capital
in the future." Still, Mr. Loughlin noted that the restatement
will not affect reported cash flows and are not expected to result
in an immediate breach of restrictive financial covenants
associated with Millennium's committed revolving credit facility.

Standard & Poor's lowered its corporate credit rating on
Millennium Chemicals Inc. to 'BB' from 'BB+' on July 22, 2003,
citing the company's subpar financial profile and the pre-earnings
announcement that Millennium expects to report a steeper than
expected loss for the second quarter due to weak sales volumes and
competitive price pressures in the titanium dioxide (TiO2)
business.

Standard & Poor's said that it will resolve the CreditWatch once
Millennium completes its review and final disclosures are
available.


MIRANT CORP: Look for Schedules and Statements by September 12
--------------------------------------------------------------
Mirant Corp., and its debtor-affiliates generate and sell
electricity in North America, the Philippines and the Caribbean.  
Currently, the Debtors and its non-debtor subsidiaries own or
control more than 21,800 megawatts of electric generating capacity
around the world.  Mirant employs more than 7,000 employees
worldwide, of which about 1,100 employees are based at its
corporate headquarters in Atlanta while the rest are based at
operating facilities.

Rule 1007(c) of the Federal Rules of Bankruptcy Procedure and
Section 521 of the Bankruptcy Code requires a debtor to file its
schedules of assets and liabilities, schedules of executory
contracts and unexpired leases, and statements of financial
affairs within 15 days after the Petition Date.

Robin Phelan, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
relates that on the Petition Date, the Debtors provided the Court
with a list of:

     (a) all creditors on a consolidated basis; and

     (b) equity security holders.

A list of creditors holding the 50 largest unsecured claims on a
consolidated basis against the Debtors' estates, the estimated
amount that each creditor is owed and the basis of each claim was
also filed.  However, Mr. Phelan asserts that the Debtors were
unable to assemble, prior to the Petition Date, all of the
information necessary to complete and file their Schedules of
Assets and Liabilities and Statements of Financial Affairs
despite their best efforts because of:

     (a) the substantial size and scope of their businesses;

     (b) the complexity of their financial affairs;

     (c) the limited staffing available to perform the required
         internal review of their accounts and affairs; and

     (d) the press of business incident to the commencement of
         these Chapter 11 cases.

Furthermore, Mr. Phelan notes, there were a lot of complex issues
the Debtors have to address in the days leading to the
commencement of these cases.  "Completing the Schedules and
Statements for each of the Debtors requires the collection,
review and assembly of a massive amount of information from
multiple locations throughout the United States and abroad and
relates to thousands of transactions," Mr. Phelan emphasizes.

Mr. Phelan assures the Court that the Debtors already mobilized
their employees to work diligently in assembling the necessary
information.  The Debtors anticipate that they will be able to
file the Schedules and Statements within 180 days from the
Petition Date.

By this motion, the Debtors ask the Court to extend their
deadline to file their Schedules and Statements until January 10,
2004, pursuant to Section 521 of the Bankruptcy Code and Rule
1007 of the Federal Rules of Bankruptcy Procedure.

                         *     *     *

The Debtors would have to hasten the preparation of their
Schedules and Statements.  Judge Lynn extended the Debtors'
Schedules Filing Deadline up to September 12, 2003. (Mirant
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


MORTGAGE CAPITAL: Fitch Affirms Low-B Ratings on 4 Note Classes
---------------------------------------------------------------
Fitch Ratings upgrades Mortgage Capital Funding, Inc.'s,
multifamily/commercial mortgage pass-through certificates, series
1997-MC2 as follows:

        -- $52.2 million class B to 'AAA' from 'AA';

        -- $43.5 million class C to 'AA-' from 'A';

        -- $39.2 million class D to 'A-' from 'BBB'.

In addition, Fitch affirms the following certificates:

        -- $37.2 million class A-1 'AAA';

        -- $465.9 million class A-2 'AAA';

        -- Interest-only class X 'AAA';

        -- $26.1 million class E 'NR';

        -- $43.5 million class F 'BB;

        -- $8.7 million class G 'BB-';

        -- $19.6 million class H 'B';

        -- $10.9 million class J 'B-'.

The $13.8 million class K certificates are not rated by Fitch. The
rating upgrades and affirmations follow Fitch's review of the
transaction, which closed in November 1997. The upgrades are
primarily a result of increased subordination levels due to loan
payoffs and amortization.

Midland Loan Services, the master servicer, collected year-end
2002 financial statements for 92% of the pool balance. The YE 2002
weighted average debt service coverage ratio for these loans was
1.66 times, compared to 1.50x at issuance. To date, realized
losses total $3.6 million and affect class K.

As of the July 2003 distribution date, the pool's aggregate
principal balance has been reduced by 12.6%, to $760.7 million
from $870.6 million at issuance. Of the 181 original loans in the
pool, 162 loans remain outstanding. The pool is well diversified
by property type and geographic location.

Two loans (1.5%) are in special servicing. The larger of the two
loans (1.2%) is currently 30 days delinquent and is secured by a
retail property in Victorville, CA. The borrower has stated that
it can no longer make debt service payments due to a significant
decline in net operating income, caused by two anchor tenants
vacating. Current occupancy is 12%. The special servicer will be
ordering an appraisal shortly. The second loan (0.3%) is real
estate owned. The property was actually sold in 2002, with all
proceeds applied to P&I and property protection advances. However,
losses on this loan have not been realized, due to the outstanding
representations and warranties lawsuit between the special
servicer and the issuer.

The fifth largest loan (2.3%) is secured by a hotel in San
Francisco. The YE 2002 DSCR was 1.01x, due to the occupancy
decline caused by economic conditions as well as the renovation of
the nearby convention center.

Fitch applied various stress scenarios taking into consideration
all of the above concerns. Even under these stress scenarios,
subordination levels remain sufficient to upgrade and affirm the
ratings. Fitch will continue to monitor this transaction, as
surveillance is ongoing.


NATIONAL EQUIPMENT: S&P Withdraws D Credit and Debt Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its corporate credit,
secured bank loan, and subordinated debt ratings on National
Equipment Services Inc. NES filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code on
June 27, 2003. On June 2, 2003, Standard & Poor's had assigned a
'D' rating to the company's corporate credit rating and
subordinated debt ratings for failing to make interest payments
that were due on its subordinated notes on May 30, 2003.

Evanston Illinois-based equipment-rental company NES operates in
180 locations in 34 states and Canada, offering general
construction and other equipment to construction, petrochemical,
and industrial end-users. Deteriorating construction market
conditions, weak industrial markets, and an excess of fleet
industry-wide affected operating performance. The company had a
heavy debt burden and significant near-term maturities.


NATIONAL STEEL: Earns Nod to Terminate Certain Retiree Benefits
---------------------------------------------------------------
National Steel Corporation and its debtor-affiliates obtained the
Court's authority to terminate retiree health benefits not covered
by a collective bargaining agreement, pursuant to a settlement
with the Official Committee of Retired Employees.

                         *    *    *

                    Debtors' Retiree Plans

In the ordinary course of their business, the Debtors provide
"retiree benefits" as defined by Section 1114(a) of the Bankruptcy
Code under six employee benefit plans, policies and arrangements.
In general, these Retiree Plans provide hospital and medical
benefits to salaried employees, eligible pensioners, and surviving
spouses.

The Debtors estimate that the Retiree Benefits cost $29,500,000
in 2002 and will increase to $35,380,000 in 2003.  As of December
31, 2002, the Debtors' actual obligations under generally accepted
accounting principles for all future retiree welfare benefits
reached $300,000,000.  Moreover, each month that the Retiree Plans
remain existing, it costs the Debtors $2,900,000.

The Retiree Committee represents the Retirees with respect to
these six retiree plans of the Debtors:

     (a) Pellet Plan -- Pellet Business Division's Health
         Insurance Plan for Salaried Employees: Active Salaried
         Non-Represented;

     (b) Mines Plan -- National Mines Corporation's Program of
         Hospital, Physician's Services and Major Medical Expense
         Benefits for Eligible Pensioners and Surviving Spouses
         and Comprehensive Health Care, Dental and Vision
         Benefits;

     (c) Steel Plan 1 -- National Steel Corporation's Program of
         Hospital-Medical Benefits and Major Medical Expense
         Benefits for Eligible Pensioners and Surviving Spouses;

     (d) Steel Plan 2 -- National Steel Corporation's Salaried
         Comprehensive Health Care Plan for Eligible Pensioners
         and Surviving Spouses;

     (e) Steel Plan 3 -- National Steel Corporation's Program of
         Hospital-Medical Benefits and Major Medical Expense
         Benefits for Eligible Pensioners and Surviving Spouses;
         and

     (f) Steel Plan 4 -- National Steel Corporation's Program of
         Hospital, Physician's Services and Major Medical Expenses
         for Eligible Pensioners and Surviving Spouses.

The number of Retirees under the Plans is:

                                              Approximate Number
                    Retiree                    of Covered Lives
                    -------                   ------------------
     Pellet Plan Retirees (under age 65)              12
     Pellet Plan Retirees (over age 65)              124
     Mines Plan Retirees (under age 65)               20
     Mines Plan Retirees (over age 65)                77
     Steel Plan Retirees (under age 65)              558
     Steel Plan Retirees (over age 65)             6,277
                                              ------------------
               Total                               7,078

              Debtors' Proposal to the Retiree Committee

On May 29, 2003, the Debtors sent a letter to the Retiree
Committee explaining the Committee's ability to retain counsel.
The Debtors offered to host a meeting at their counsel's offices
on June 5, 2003 to make a short presentation regarding their
Chapter 11 cases and the Retiree Plans.

The Debtors initiated a teleconference with the Retiree
Committee's counsel on June 4, 2003.  The Debtors' counsel
provided information about National Steel's bankruptcy case and
reviewed and discussed the Liquidating Plan with the Retiree
Committee.  The Debtors, then, provided and described the various
Retiree Plans and the number of employees covered.  Subsequent to
this teleconference, the parties had numerous discussions
regarding the Retiree Plans, the Debtors' proposed liquidation
timeline and the Debtors' ability to provide Retiree Benefits in
the future.

The Debtors sent a letter dated June 16, 2003 to the Retiree
Committee in its capacity as the authorized representative
proposing to terminate the Retiree Plans.  The Debtors based the
Initial Proposal on their cash on hand, current and projected
wind-down expenses, current and projected retiree expenses,
estimated COBRA -- Consolidated Omnibus Budget Reconciliation Act
of 1985 -- rates, their general unsecured claims base and
projected distributions under the Liquidating Plan.

The Initial Proposal also enclosed relevant information for the
evaluation of the proposal:

     * The Sale Order,
     * The most recent Form 10-K, and
     * The most recent Monthly Operating Statement.

The Debtors originally sought to terminate the Retiree Benefits
on June 30, 2003, however, due to the complex nature of the
negotiation process, the parties did not believe that an agreement
would be reached by that date.  Accordingly, by letter dated June
18, 2003, the Retiree Committee asked National Steel to continue
funding benefits during negotiations.  On June 23, 2003, the
Debtors sent a letter to the Retiree Committee extending the
Retiree Benefits until July 15, 2003.

As a result of further discussions between the parties, the
Debtors agreed to modify the Initial Proposal.  On June 24, 2003,
the parties began drafting a settlement agreement and agreed on a
consensual termination of the Retiree Benefits.  The Settlement
was finalized on July 9, 2003.

The salient provisions of the Settlement Agreement are:

     (a) The Debtors will continue the Retiree Benefits until
         July 31, 2003;

     (b) The Debtors will offer COBRA continuation coverage for
         Retirees under the Retiree Plans -- Cobra Option A --
         from August 1, 2003 through and including October 31,
         2003;

     (c) The Debtors will offer medical benefit continuation
         coverage for Retirees -- COBRA Option B -- from and after
         August 1, 2003.  Effective October 31, 2003, the Debtors
         will transfer the Retiree Committee Plan and the National
         Voluntary Employee Beneficiary Association -- VEBA --
         Trust to the National Steel Retiree Association, which is
         a non-profit employee association established to continue
         sponsorship of the Retiree Committee Plan for purposes of
         continuing health coverage under this COBRA Option;

     (d) The Debtors and the Retiree Committee have agreed to
         exchange educational materials and conduct a series of
         meetings with Retirees to educate them regarding their
         options;

     (e) The Debtors will not have any liability arising from the
         Retiree Committee Plan, the VEBA Trust, or the exercise
         of their duties under Section 1114 and the Settlement
         Agreement, except for willful misconduct or gross
         negligence.  The Debtors' actions with respect to the
         COBRA Options are intended to satisfy their obligations
         under Section 4980B of the Internal Revenue Code and
         Section 601 of ERISA from and after the date the
         arrangement is adopted.  The COBRA Option B beneficiaries
         will be eligible for the Health Coverage Tax Credit
         established by the Trade Act of 2002; and

     (f) The Retiree Committee, the Association and related
         entities will not have any liability arising from COBRA
         Option A, or any action in connection with the exercise
         of their duties under Section 1114 and the Settlement
         Agreement, except for willful misconduct or gross
         negligence. (National Steel Bankruptcy News, Issue No.
         33; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONSLINK FUNDING: Fitch Upgrades 1996-1 Class H Rating to BB+
----------------------------------------------------------------
NationsLink Funding Corp.'s commercial mortgage pass-through
certificates, series 1996-1, are upgraded by Fitch Ratings as
follows:

        -- $17.7 million class D to 'AAA' from 'AA';

        -- $14.5 million class E to 'AAA' from 'BBB+';

        -- $10.5 million class F to 'AAA' from 'BBB-';

        -- $5.6 million class G to 'AA' from 'BB+';

        -- $9.7 million class H to 'BB+' from 'B+'.

The following classes are affirmed:

        -- $17.2 million class C 'AAA';

        -- Interest only class X 'AAA'.

The $9.3 million class UR is not rated by Fitch. The rating
actions follow Fitch's annual review of this transaction, which
closed in May 1996.

The rating upgrades reflect the continued strong pool performance
and the increased credit enhancement as a result of additional
collateral paydown.

GMAC Commercial Mortgage Corp., the master servicer, collected
year-end 2002 operating statements for 72% of the loans. The year-
end 2002 weighted-average debt service coverage ratio was 1.77
times, compared to 1.53x at issuance. Three loans (6%) reported YE
2002 DSCRs below 1.0x.

As of the July 2003 distribution date, the transaction's aggregate
principal balance has decreased 74%, to $84.5 million from $322.6
million at issuance. The certificates are currently collateralized
by 26 loans, compared to 94 loans at issuance. By outstanding
balance, significant property type concentrations include
multifamily (45%), retail (28%), health care (14%), industrial
(7%) and office (4%) properties. The properties are located in
seventeen states, with concentrations in Ohio (27%), Tennessee
(11%), Florida (8%) and Texas (8%).

There are currently four loans (14%) in special servicing
including three (9%) 90 days delinquent loans. Losses are expected
on one of the delinquent loans (3%).

Fitch reviewed the master servicer's watchlist and found 10% to be
of concern. Fitch stressed these loans along with the analysis of
the remaining pool. The resulting credit enhancements were
sufficient to upgrade and affirm the ratings.


NATIONSRENT: Wants Clearance for GE Commercial Financing Pact
-------------------------------------------------------------
In April 2002, GE Commercial Finance Corporation, formerly known
as Deutsche Financial Services Corporation, asked the NationsRent
Debtors to provide adequate protection in its interests in certain
inventory of the Debtors.  GE Commercial asserted that it holds a
perfected security interest in certain items of the Debtors'
inventory and related proceeds.  The inventory secures extensions
of credit made by Deutsche Financial to Logan Equipment Corp. and
its, acquirer, NRI/LEC Merger Corp., Inc.  NRI/LEC is a former
subsidiary of NationsRent Inc., which became part of NationsRent
USA, Inc.

GE Commercial did not receive any response to the request from
the Debtors or any party.  Fleet National Bank, a creditor of the
Debtors, later sent a letter to GE Commercial's counsel
indicating that it holds "a senior security interest on the
collateral".

On March 19, 2003, GE Commercial filed an adversary proceeding
against the Debtors and Fleet seeking to determine the validity,
priority and extent of its security interest in the prepetition
collateral.  GE Commercial complained that the Debtors continued
to use its collateral but have failed to make any adequate
protection payments to it since the Petition Date.  The Debtors
responded and asserted counterclaims against GE Commercial.

In connection with their Equipment Lease Review Program, the
Debtors discussed with GE Commercial their obligations under
their Prepetition Agreements.  Consequently, both parties entered
into a Master Equipment Financing, Security and Settlement
Agreement, the principal terms of which are:

    (a) The Debtors will purchase the GE Commercial equipment by
        borrowing $5,000,000 from GE Commercial;

    (b) GE Commercial will make a loan to the Debtors in the
        principal amount equal to the Purchase Price.  Conversely,
        the Debtors will issue GE Commercial a promissory note
        with a list of the items of Equipment subject to the Loan.
        The unpaid principal amount of the Loan will begin to
        accrue interest at 6% per annum beginning April 1, 2003.
        The Debtors will pay the Loan interest starting 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, GE
        Commercial will retain a security interest in the
        Inventory, including the proceeds from it.  The Financing
        Agreement contemplates a modification of the automatic
        stay in accordance with Section 362 of the Bankruptcy Code
        to permit GE Commercial to:

          (i) file necessary or appropriate documents to perfect
              its security interests and liens granted in respect
              of the Financing Agreement; and

         (ii) on 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 GE Commercial under applicable law.  GE
                 Commercial is authorized to file financing
                 statements under the Uniform Commercial Code and
                 agree to execute and deliver promptly, as it may
                 reasonably request, all appropriate documents to
                 perfect and maintain the perfection of its
                 security interests;

    (d) The parties agree to terminate the Prepetition Agreements
        on the effective date of the sale.  GE Commercial will be
        allowed $2,823,799 in unsecured non-priority claims for
        the 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.  GE
        Commercial will have no further claims against the Debtors
        with respect to the Prepetition Agreements; and

    (e) On the Effective Date, the GE Commercial will fully
        release the Debtors and their affiliates from all claims,
        causes of action, liabilities and obligations under the
        Prepetition Agreements.  The Debtors will grant a similar
        release to GE Commercial.  In addition, GE Commercial will
        promptly dismiss the adversary proceeding with prejudice
        and withdraw its request for adequate protection.  The
        Debtors will promptly withdraw with prejudice any
        counterclaims that they have asserted in the adversary
        proceeding as well.

By this motion, the Debtors ask the Court to approve the
Financing Agreement, including the refinancing of the Inventory
and the granting of security interest in the Inventory to GE
Commercial.

According to Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, the modifications of the
automatic stay contemplated by the Financing Agreement are
reasonable under the circumstance and necessary elements in
implementing the Financing Agreement.  Mr. DeFranceschi further
states that the allowance of the Bankruptcy Related Claims
represents a fair and reasonable resolution of GE Commercial's
claims.  GE Commercial has agreed to give the Debtors a credit
for the original principal amount of the Loan against any amounts
owing with respect to the Prepetition Agreements.

The Debtors also believe that the consensual resolution of the
Litigation and the Adequate Protection Motion allows the Debtors
to avoid the need to defend further the Litigation and the
Adequate Protection Motion.  Mr. DeFranceschi points out that the
dismissal of the Litigation and the withdrawal of the Adequate
Protection Motion and the mutual releases under the Financing
Agreement bring to a certain and final resolution any claims with
respect to the Prepetition Agreements.

Mr. DeFranceschi also notes that the secured financing is
required by GE Commercial to enter into the Financing Agreement.
GE Commercial has 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)


NET PERCEPTIONS: Considering Possible Dissolution & Liquidation
---------------------------------------------------------------
Net Perceptions, Inc.'s (Nasdaq:NETP) board of directors has
unanimously approved a cash distribution to its stockholders in
the amount of $1.50 per share, payable on September 2, 2003 to
stockholders of record as of August 18, 2003.

Pursuant to Nasdaq rules, because this amount is 25 percent or
greater of the current per share market value of the Company's
common stock, the ex-dividend date will be September 3, 2003, the
first business day following the payment date. Accordingly, any
share traded after the record date of August 18, 2003 and before
the ex-dividend date of September 3, 2003 should be accompanied by
a due-bill in accordance with Nasdaq rules. As the Company does
not have, and does not anticipate having, current or accumulated
"earnings and profits," the Company expects that the cash
distribution will not be taxable as a dividend for federal income
tax purposes and will constitute a tax-free return of capital to
the extent of a stockholder's basis in his Company stock (on a per
share basis), with any excess generally being treated as capital
gain.

Although no decision has been made regarding a future dissolution
and liquidation, the Company is considering this as a possible
course of action, while also seeking to settle or otherwise
resolve, as soon and to the extent reasonably practicable, its
existing obligations and liabilities, and continuing to explore
asset dispositions and any other third party proposals which may
be presented, with a view to resolving the Company's future and
providing maximum additional value to stockholders as soon as
possible.

The Company also announced a reduction in its workforce of twelve
positions, leaving the Company with ten full time employees,
including certain senior management and administrative employees
and, in an effort to preserve the value of the Company's
technology and products, certain key engineers familiar with these
assets. As part of the personnel reduction, Donald Peterson, the
Company's President and Chief Executive Officer, will be leaving
the Company and will receive certain severance benefits under his
previously disclosed employment contract. Mr. Peterson will also
resign as a director. Thomas Donnelly, the Company's Chief
Operating Officer and Chief Financial Officer, will become
President and will continue as Chief Financial Officer.

Net Perceptions (Nasdaq:NETP) is a software and services company
that provides solutions for intelligent customer interaction that
drive demand, grow revenue and increase profitability. Founded in
1996, Net Perceptions is headquartered in Minneapolis, Minnesota.
Customers include market leaders such as 3M, Brylane, Great
Universal Stores, J.C. Penney, J&L Industrial Supply and Half.com.
For more information visit http://www.netperceptions.com  

                         *     *     *

In its SEC Form 10-Q filed for the quarter ended March 31, 2003,
Net Perceptions reported:

"We have sustained losses on a quarterly and annual basis since
inception. As of March 31, 2003, we had an accumulated deficit of
$219 million. Our net loss was $2.4 million in the first quarter
of 2003 (including $1.2 million of restructuring related charges),
compared to a net loss of $3.5 million in the first quarter of the
prior year (including $367,000 of restructuring charges and
$80,000 of amortization of goodwill and other intangibles and non-
cash stock compensation expense). These losses resulted from
significant costs incurred in the development and sale of our
products and services as well as a decline in our product revenues
since the third quarter of 2000 which, based upon current marked
conditions and other factors, is likely to continue in 2003. We
anticipate that our operating expenses will also continue to
decline in 2003 and will continue to constitute a material use of
our cash resources. We also expect to incur additional losses and
continued negative cash flow from operations for the foreseeable
future. We do not expect to achieve profitability in 2003.

"In February 2003, in response to continued uncertainties in the
marketplace and the difficulties we are likely to continue facing
as a small public company, we engaged U.S. Bancorp Piper Jaffray,
Inc. to assist us in the exploration of near-term strategic
alternatives. Based on the outcome of this process, we expect to
determine in the near term how best to proceed to maximize
stockholder value. However, we cannot predict whether or when a
transaction will result from this process, or otherwise.
Accordingly, it is currently not feasible for management to make
estimates as to our future operating results with any certainty."


NRG ENERGY: Files Third Amended Plan and Disclosure Statement
-------------------------------------------------------------
NRG Energy, Inc., NRG Power Marketing Inc., NRG Capital LLC, NRG
Finance Company I LLC, and NRGenerating Holdings (No. 23) B.V.,
delivered their Third Amended Disclosure Statement to the
Bankruptcy Court yesterday explaining the details underpinning
their Second Amended Plan of Reorganization.

                   NRG Power Marketing Question

NRG intends to reorganize PMI. The Debtors' ability to reorganize
PMI is contingent on, among other things, PMI's ability to cease
performing its obligations under the Standard Offer Service
Wholesale Sales Agreement, dated as of October 29, 1999 with
Connecticut Light & Power Company and and acceptance of the Plan
by PMI's unsecured creditors. At any time prior to the
Confirmation Hearing, the Debtors may determine to remove PMI
from the Plan and pursue a liquidation of PMI under a separate
chapter 11 plan. That determination, NRG says, will not affect
the distributions under the Plan to non-PMI creditors.

                 Xcel Settlement -- Need for Speed

The Plan excludes many non-Debtor subsidiaries.  A significant
factor in this decision is the settlement with Xcel. Xcel has
conditioned its settlement on NRG's emergence from bankruptcy by
December 15, 2003. NRG does not emerge from bankruptcy by
December 15, 2003, Xcel will not make the Xcel Contribution.
December 15, 2003 is not an arbitrary date, the Debtors stress.
A significant portion of the cash that Xcel will use to fund the
Xcel Contribution will be derived from a worthless stock
deduction that Xcel expects to recognize as a result of the loss
of its investment in NRG. That loss is anticipated to arise at
the time Xcel's existing NRG common stock is cancelled as part of
the Plan. If the plan becomes effective and NRG emerges from
bankruptcy in 2003, Xcel would expect to receive a cash refund
during the first part of 2004 of taxes paid in 2001 and 2002. By
contrast, if NRG emerges from bankruptcy in 2004, no refund would
be received until 2005 and the refund, when received, would be
significantly smaller. The year's delay and the smaller cash
refund to Xcel would materially limit Xcel's ability to fund the
Xcel Contribution. For this reason, Xcel's willingness to make
the Xcel Contribution is conditioned on NRG emerging from
bankruptcy in 2003.  Given the magnitude of the potential payment
from Xcel, it is imperative that NRG secure Plan effectiveness by
December 15, 2003.  The exclusion of many affiliates from the
Plan improves the prospects of the Plan taking effect in 2003.

                Northeast and South Central Debtors

The Northeast Debtors and South Central Debtors have continued to
make substantial progress towards reorganization since the
Petition Date with informal Noteholder committees and their
respective financial and legal advisors.  Refinancing talks look
promising at this juncture.  Hence, these Debtors are excluded
from the Plan.

                Classification & Treatment of Claims

The Debtors reorganizing under the Second Amended Plan classify
and treat claims against their estates this way:

                           Aggregate
Class  Description        Estimated  Treatment Under the Plan
-----  -----------       ----------  ------------------------
   1    Unsecured               $ --  100% in Cash on the
        Priority                      Effective Date
        Claims

   2    Convenience       $1,710,000  Cash
        Claims

   3    Secured                   $0  At the Debtors' option, the
        Claims                        Debtors shall distribute to
        against                       each holder of a Secured
        Noncontinuing                 Claim classified in Class 3
        Debtor                         (a) the Collateral securing
        Subsidiaries                       such Allowed Secured
                                           Claim,
                                       (b) Cash in an amount equal
                                           to the proceeds
                                           actually realized from
                                           the sale, pursuant to
                                           section 363(b) of the
                                           Bankruptcy Code, of any
                                           Collateral securing
                                           such Allowed Secured
                                           Claim, less the actual
                                           costs and expenses of
                                           disposing of such
                                           Collateral, or
                                       (c) such other treatment as
                                           may be agreed upon by
                                           the Debtors and the
                                           holder of such Allowed
                                           Secured Claim, on the
                                           later of:
                                            (1) the Effective Date
                                                and
                                            (2) the fifteenth
                                                Business Day of
                                                the first month
                                                following the
                                                month in which
                                                such Claim becomes
                                                an Allowed Secured
                                                Claim, or as
                                                soon after such
                                                dates as is
                                                practicable.
                                      Each holder of an Allowed
                                      Claim in Class 3 shall
                                      retain the Liens securing
                                      such Claim as of the
                                      Confirmation Date until
                                      the Debtors shall have made
                                      the distribution to such
                                      holder.

   4  Miscellaneous               $0  Same as Class 3
      Secured
      Claims

   5  NRG Unsecured   $6,417,412,000  50% recovery in the form
      Claims,         This estimate   of New NRG Senior Notes
      including       consists of:    and 100,000,000 shares
      NRG Terminated  $5.139 billion  of New NRG Common Stock
      Guaranty        of bank and     plus an extra Cash token
      Claims          bond debt,      in exchange for granting
                      $323.5 million  a release.
                      of Guarantees,
                      $824.0 million
                      of litigation/
                      disputes, and
                      $116.0 million
                      of other
                      Claims.


   6  PMI Unsecured     $195,000,000  43.9% recovery in the form
      Claims                          of New NRG Senior Notes and
                                      shares of New NRG Common
                                      Stock allocated to Class 6
                                      from Class 5.

   7  Unsecured       $1,273,048,000  No Distribution
      Noncontinuing
      Debtor
      Subsidiary
      Claims

  8A  NRG Cancelled   $2,949,807,000  No Distribution
      Intercompany
      Claims

  8B  NRG Reinstated  $1,159,969,000  100% Recovery
      Intercompany
      Claims

   9  NRG Old Common             N/A  No Recovery
      Stock

  10  PMI Old Common             N/A  No Recovery
      Stock

  11  Securities                $ --  No Recovery
      Litigation
      Claims

  12  Noncontinuing              N/A  No Recovery
      Debtor
      Subsidiary
      Common
      Stock

                      Financial Projections

NRG has prepared projected financial statements for the five
years ending December 31, 2008:

                         NRG Energy, Inc.
       Abbreviated 5-Year Consolidated Financial Projections
                   (in Billions of US Dollars)

                       2003   2004   2005   2006   2007   2008
                       ----   ----   ----   ----   ----   ----
Operating Revenues   $2.155 $2.243 $2.089 $2.300 $2.401 $2.538
Cost of Energy         .901   .733   .739   .776   .771   .834
                      ------ ------ ------ ------ ------ ------
Gross Margin          1.253  1.509  1.349  1.523  1.630  1.703
                      ------ ------ ------ ------ ------ ------
Pre-Tax Net Income     (106)   239     45    208    318    379
                      ------ ------ ------ ------ ------ ------
Net Income             (120)   197     36    151    227    288
                      ====== ====== ====== ====== ====== ======

                Reorganization Beats Liquidation

To confirm a chapter 11 plan, a debtor must show at confirmation
that the amount distributed under the plan exceeds what creditors
would get in a chapter 7 liquidation scenario.  NRG says
creditors fare better under its plan.  In the event the company
were liquidated, NRG Energy, Inc., projects that its assets and
business operations would reduce to a $1.265 to $1.547 billion
pile of cash and unsecured creditors would recover 20 to 24
cents-on-the-dollar.

Unsecured creditors of NRG Finance Company I LLC and NRG Capital
LLC would recover nothing in a chapter 7 liquidation, the company
projects.

NRG Power Marketing, Inc., would have $118 to $138 million of
cash to distribute to its creditors and unsecured creditors would
realize a 35% to 41% recovery in a chapter 7 liquidation.

Creditors of NRGenerating Holdings #23 BV would find that their
company, in a chapter 7, would have no value and they'd take
nothing. (NRG Energy Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


OMEGA HEALTHCARE: Affirms Continued Confidence in Trans Health
--------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) acknowledged its
continued confidence in Trans Health Management as manager of
certain properties leased by the Company to Claremont Health Care
Holdings, Inc. (formerly Lyric Health Care, LLC), despite
Claremont's failure to pay rent due on August 1, 2003. As the
Company had previously announced, Claremont defaulted under its
master lease with the Company by failing to pay base rent due on
July 1, 2003, in the amount of $500,000. In its Second Quarter
Earnings Call on July 25, 2003, the Company indicated its
disappointment that the operating results and coverage for the
Claremont facilities had not improved to a level to cover
Claremont's rent obligations.

"Trans Health stepped into an extremely difficult situation when
they took over the operation of these facilities," said C. Taylor
Pickett, President and Chief Executive Officer of Omega
Healthcare. "Despite Claremont's default under its lease
obligations to the Company, Trans Health is a quality operator and
the Company remains committed to working with them during the
Claremont lease restructuring and transition of certain
facilities."

As a result of the Claremont lease default, the Company is
exploring various restructuring alternatives for certain
facilities within the Claremont master lease and anticipates that
Trans Health may continue to operate several of the Claremont
facilities. Trans Health is a fast growing healthcare company
based in Camp Hill, Pennsylvania.

Omega is a Real Estate Investment Trust investing in and providing
financing to the long-term care industry. At June 30, 2003, the
Company owned or held mortgages on 221 skilled nursing and
assisted living facilities with approximately 21,900 beds located
in 28 states and operated by 34 independent healthcare operating
companies.

                          *     *     *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services revised its ratings outlook for Omega
Healthcare Investors Inc., to stable from positive. At the same
time, the ratings were affirmed.

                            LIQUIDITY

Omega's new management team (and major investor) has achieved
success in restoring Omega's liquidity position through its
releasing efforts of the company's owned and operated portfolio,
using proceeds from asset sales and suspended dividends to
reduce outstanding debt. This, coupled, with extensive core
portfolio restructuring and a rights offering and private
placement in 2002, enabled the company to meet maturing debt
obligations, achieve an extension on its bank line, and reduce
leverage from 48% debt-to-book capitalization at fiscal year-end
2001 to 39% at fiscal year-end 2002. Debt coverage measures have
also been favorably impacted, increasing from 1.3x debt service
in 2001 to roughly 2x in 2002. The company currently has $112
million outstanding under its $160 million secured bank revolver
that expires December 31, 2003. Management is in the process of
negotiating an extension of the facility and/or arranging a new
bank financing to refinance the outstanding balance. The company
will have to work around covenants within Omega's public
unsecured notes ($100 mil. remaining), which require unsecured
asset coverage of 2x. With roughly $550 million in owned assets
(depreciated basis) and an additional $211 million in mortgage
and other investments, there appears to be sufficient room to
accommodate the expected refinancing. Unrestricted cash balances
have grown modestly throughout 2002, and currently stand at
roughly $15 million.

                         OUTLOOK REVISED

Omega Healthcare Investors Inc.
                                                   Rating
                                                To        From
    Corporate credit                         B/Stable  B/Positive

                         RATINGS AFFIRMED

Omega Healthcare Investors Inc.
                                                      Rating
    $100 mil. 6.95% senior notes due 2007             CCC+
    $57.5 mil. 9.25% cum pref stk ser A               D
    $50 mil. 8.625% cum pref stk ser B                D


PARKER DRILLING: B+ Corporate Credit Rating on Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Parker Drilling Co. on CreditWatch with negative
implications.

Parker had about $570 million of total debt outstanding as of
June 30, 2003.

The CreditWatch placement follows the company's announcement that
it failed to complete the sale of a significant package of assets
to a third party and the company's weaker-than-expected operating
results in the second quarter of 2003. The weak results were due
to slower-than-expected improvement in utilization and day rates.
The failed asset sales and weak operating results have led the
company to project even greater losses for 2003.

Parker has a significant debt maturity in 2004 and either asset
sales or a strong improvement in business activity may be
necessary for assuring a smooth retirement of that obligation.
Failure to complete the asset sale or lack of improvement in rig
utilization and day rates in the near term would result in lower
ratings.

Standard & Poor's will review Parker's fund raising alternatives
and adjust its rating or outlook as appropriate within the next
month.

Parker Drilling has stated that it intends to continue to shop its
Gulf of Mexico jack up and platform rigs and 16 land rigs in Latin
America to potentially interested parties and expects to complete
these asset sales by the third quarter or during the fourth
quarter of this fiscal 2003 year.

"Nevertheless, Standard & Poor's has placed its rating on Parker
Drilling on CreditWatch with negative implications because of
concerns about the company's ability to execute on its proposed
asset sales, combined with the lower-than-expected, revised
guidance," said Standard & Poor's credit analyst Brian Janiak.

"The poor results further heighten our concerns regarding the
company's ability to reduce debt, improve credit protection
measures, and maintain its current liquidity position in line with
current ratings," continued Mr. Janiak.

Standard and Poor's expects some improvement in Parker Drilling's
credit protection measures by year end if the company is able to
complete its proposed asset sale and use the proceeds for further
debt reduction and, furthermore, if strong U.S. natural gas prices
persist throughout the second half of 2003 resulting in increased
rig demand.


PAWTUCKET MUTUAL: State of Rehabilitation Spurs S&P's 'R' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services that it assigned its 'R'
financial strength rating to Pawtucket Mutual Insurance Co., and
its wholly owned subsidiary Narragansett Bay Insurance Co. due to
the companies' current state of rehabilitation. The Superior Court
of Providence County, R.I. placed PMI and Narragansett Bay into
Rehabilitation on May 1, 2003.

"Rhode Island's insurance commissioner, Marilyn Shannon McConaghy,
initiated these proceedings based on declining statutory surplus,
which decreased to $8.5 million at the end of the first quarter of
2003 from $34.8 million at year-end 2000," said Standard & Poor's
credit analyst Ovadiah N. Jacob. "This decline in capital caused
PMI's risk-based capital ratio to fall to less than 180% at the
end of the first quarter of 2003, which approached an authorized
control level event, pursuant to Rhode Island's RBC Insurer's
Act," Mr. Jacob added. Ms. Shannon McConaghy received approval on
Aug. 4, 2003, from Rhode Island's Superior Court to demutualize
PMI, and convert it into a stock company named Pawtucket Insurance
Co. to reform and revitalize the company. She has said that the
demutualization will only take place once they have found a buyer,
and she expects to complete this process within 90 days of the
Aug. 4 hearing.

PMI and it's wholly owned subsidiary Narragansett Bay Insurance
Co. are property/casualty insurers doing business in Connecticut,
New Jersey, Rhode Island, Delaware, Massachusetts, New York,
Vermont, Maine, New Hampshire, and Pennsylvania. As of Dec. 31,
2002, the companies had 118,736 policies in force. This number has
since declined in the first two quarters of 2003. PMI and
Narragansett Bay have ceased writing new policies and as of June
30, 2003, are only renewing policies in Rhode Island. The
companies are waiting for approval to cease renewing in New
York; also, Massachusetts may resume renewal of policies in the
future depending on regulatory approval.

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


PERLE SYSTEMS: Fails to Meet TSX Continued Listing Requirements
---------------------------------------------------------------
Perle Systems Limited (OTCBB: PERL; TSE: PL), a leading provider
of networking products for Internet Protocol and e-business
access, announced that the Toronto Stock Exchange has advised that
due to the Company not meeting the continued listing requirements
of the TSX, its common shares will be suspended from trading on
September 4th, 2003.

The Company does not intend to seek a listing on the TSX Venture
Exchange.

The Company's shares will continue to be traded on the OTCBB in
the USA.

Perle Systems -- whose February 28, 2003 balance sheet shows a
total shareholders' equity deficit of about $4 million -- is a
leading developer, manufacturer and vendor of award-winning
networking products. These products are used to connect remote
users reliably and securely to central servers for a wide variety
of e-business and general business applications. Perle specializes
in Internet Protocol connectivity applications, with an increasing
focus on mid-size IP routing solutions. Product lines include
routers, remote access servers, serial/console servers, emulation
adapters, multi-port serial cards, multi-modem cards, print
servers and network controllers. Perle distinguishes itself by its
ownership of extensive networking technology, depth of experience
in major network connectivity environments and long-term channel
relationships in major world markets. Perle Systems has offices
and representative offices in 12 countries in North America, The
United Kingdom, Europe, and Asia and sells its products through
distribution channels worldwide. Its stock is traded on the OTCBB
(symbol PERL) and the Toronto Stock Exchange (symbol PL). For more
information about Perle and its products, access the Company's Web
site at http://www.perle.com


PG&E NATIONAL: Wants to Pull Plug on Lehman & Goldman Agreements
----------------------------------------------------------------
On November 25, 2002, the PG&E National Energy Debtors, together
with its subsidiaries, engaged Lehman Brothers to provide advisory
services on an exclusive basis concerning the sale of their
assets and businesses on an exclusive basis.  Before that, the
NEG Debtors also entered into similar exclusive services under
two separate agreements on April 18, 2001 and November 19, 2001
with Goldman Sachs & Co.

Since the execution of the Lehman Agreement, Martin T. Fletcher,
Esq., at Whiteford, Taylor & Preston, LLP, in Baltimore,
Maryland, relates that the NEG Debtors had extensive discussions
with their creditors regarding different restructuring
possibilities.  As a result of these discussions, and in light of
NEG's restructuring, the services from both firms as required
under the Agreements, are no longer necessary.

Mr. Fletcher informs the Court that Lehman has not performed any
services since April 2003, and the estates have derived no
benefit from the Lehman Agreement.  Goldman has not satisfied its
part of the April and November Agreements either since November
2001 and August [2002].  Although either party can terminate the
agreements on ten days' notice, the Lehman Agreement contains a
twelve-month "tail" period and the Goldman Agreements contain an
18-month "tail" period with respect to the April Agreement and a
15-month "tail" period with respect to the November Agreement.
All of the Agreements also contain indemnification provisions and
other obligations that may survive termination.

In this regard, the Debtors ask the Court for authority to
terminate the Lehman and Goldman Agreements.  Due to the fact
that neither Lehman nor Goldman has performed any services for
the NEG Debtors, Mr. Fletcher says, both firms will not be
retained pursuant to Section 330 of the Bankruptcy Code.  Both
Lehman and Goldman are therefore not entitled to administrative
claims with respect to the Agreements. (PG&E National Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-
0900)    


PILLOWTEX CORP: Turning to CSFB for Financial Advisory Services
---------------------------------------------------------------
Prior to the commencement of the cases, Pillowtex Corporation and
its debtor-affiliates engaged Credit Suisse First Boston LLC to
provide financial advisory and restructuring services pursuant to
a November 8, 2002, engagement letter.  The Engagement Letter
describes:

    (a) the various services that Credit Suisse has performed, and
        will continue to perform for the Debtors in the Chapter 11
        cases; and

    (b) the terms and conditions of Credit Suisse's engagement by
        the Debtors.

The parties understand that Credit Suisse's provision of services
to the Debtors is contingent upon the Court's approval of the
Engagement Letter's terms and conditions.  The Debtors now seek:

    -- authority to employ Credit Suisse in the cases on the terms
       and subject to the conditions described in the Engagement
       Letter, pursuant to Section 327(a) of the Bankruptcy Code;
       and

    -- approval of Credit Suisse's proposed fee structure,
       pursuant to Section 328(a).

According to the Debtors, Credit Suisse is particularly well
suited to provide the type of professional services they require.
Credit Suisse is widely recognized as one of the world's leading
providers of financial advisory services, and has provided
financial advisory services to numerous Fortune 500 and other
major business entities.  Moreover, Credit Suisse has substantial
experience in providing services to troubled companies in
connection with the sale and liquidation of their assets.
In particular, Credit Suisse has also performed various activities
for the Debtors, making it familiar with the Debtors' businesses
and financial affairs.  Credit Suisse assisted the Debtors by:

    (a) analyzing and evaluating the Debtors' business, operation
        and financial position;

    (b) preparing and implementing a marketing plan;

    (c) screening interested prospective purchasers and investors;

    (d) coordinating the data room and with the potential
        purchasers' and investors' due diligence investigations;

    (e) evaluating proposals that were received from potential
        purchasers and investors;

    (f) structuring and negotiating a potential Sale or a
        Restructuring Transaction;

    (g) presenting the Debtors' Board of Directors with
        information relative to a proposed Sale or a Restructuring
        Transaction and the financial implications thereof; and

    (h) advising the Debtors regarding the terms and timing of
        potential Sale or a Restructuring Transaction.

After exploring various alternatives, the Debtors have determined
that a Sale of their assets in the context of a Chapter 11
liquidation, with Credit Suisse's assistance, will maximize the
value of the their assets.

Through its prepetition activities, Credit Suisse's professionals
have worked closely with the Debtors' management, financial staff
and other professionals and have become well acquainted with the
Debtors' financial needs in order to facilitate an orderly
liquidation and maximize the value of the estates.

While the Debtors believe that a Restructuring Transaction will
be unlikely at this point in time, in the event that it does
happen, Credit Suisse will perform the services outlined in the
Engagement Letter that is relative to a Restructuring Transaction,
and will be duly entitled to payment in this connection.

Although the Debtors also filed an application to employ KPMG LLP
as independent auditors and tax, accounting and compensation
advisors, Credit Suisse and KPMG will not duplicate the services
that they provide to the Debtors because of their respective
well-defined roles.

Subject to the provisions of Section 328(a) as incorporated in
Section 330 of the Bankruptcy Code, the Bankruptcy Rules and the
Local Rules, this is the Fee Structure that the Debtors propose
to pay Credit Suisse for its services:

    (a) a $150,000 monthly non-refundable cash fee;

    (b) in connection with any Sale, a transaction fee equal to
        the greater of:

        -- 1.0% of the Aggregate Consideration; and

        -- $2,000,000, payable upon consummation of the Sale;

    (c) in connection with any Restructuring Transaction, a
        completion fee equal to $2,000,000, payable upon
        consummation thereof; and

    (d) reimbursement for all reasonable out-of-pocket expenses
        resulting from or arising out of the engagement and
        incurred prior to its termination.

The Debtors believe that the Fee Structure is fair and reasonable
because:

    1) it appropriately reflects the nature of the services to be
       provided by Credit Suisse;

    2) it typically utilize by leading financial advisors when
       billing on a non-hourly basis; and

    3) it creates a proper balance between fixed, monthly fees and
       contingency fees.

In his affidavit, Matthew Cwiertnia, vice president of Credit
Suisse, clarifies that Credit Suisse has no connection with, and
holds no interest adverse to, the Debtors, their estates, their
creditors or any other party-in-interest, or their respective
attorneys or accountants in the present Chapter 11 cases.
Therefore, Credit Suisse is a disinterested person as defined in
Section 101(14), modified by Section 1107(b) and required under
Section 327(a). (Pillowtex Bankruptcy News, Issue No. 47;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PIONEER NATURAL: Fitch Ratchets Sr Unsec. Debt Rating Up a Notch
----------------------------------------------------------------
Fitch Ratings has upgraded Pioneer Natural Resources' senior
unsecured debt to 'BB+' from 'BB'. The Rating Outlook remains
Positive reflecting potential for another upgrade over the course
of the next six to eighteen months.

The upgrade is a result of Pioneer's achievement of higher
production levels and generation of increased cash flow over the
last several quarters. In the quarter just ended, the company
reported production volumes were up some 24% sequentially over the
first quarter's levels. Compared to last year's second quarter,
volumes are up 45%. The increased production is being primarily
driven by two projects in the Gulf of Mexico, namely the Canyon
Express and Falcon projects. Additionally, Pioneer's volumes are
expected to increase going forward as three more projects are
expected to commence production in the near-to-intermediate term.
First oil sales for Pioneer's Sable project offshore of South
Africa should begin early in the fourth quarter of this year and
production from the company's Devil's Tower and Harrier projects
should begin in early 2004. With all of these projects on full
production, Pioneer's daily production is anticipated to be
approximately 20% above the second quarter's level of 159,000
boe/d.

Going forward, the increase in production should allow Pioneer to
reduce its debt load. For the remainder of 2003, Fitch expects
that Pioneer will reduce debt by $100 million. The anticipated
increase of production levels in 2004 should also enable the
company to be free cash flow positive and pay down additional
debt. This should be the case even in a lower or 'mid-cycle'
hydrocarbon price environment. In such an environment in 2004
($21/bbl. (WTI) & $3.50/Mcf (Henry Hub)), Fitch believes that
Pioneer should achieve robust credit metrics. Interest coverage,
as measured by EBITDAX/interest, should be above 5 times and
debt/EBITDAX should be approximately 2.5x.

The Positive Rating Outlook is reflective of Fitch's belief that
Pioneer will successfully complete its remaining near-term
projects. To achieve a further upgrade, Fitch will look for
Pioneer to attain its production targets as well as further pay
down debt in 2004 with anticipated free cash flow. Additionally,
Pioneer will need to continue to replace reserves at economic
costs for the upgrade.

Pioneer is a large independent oil and gas exploration and
production company with operations in the United States, Canada,
Argentina, South Africa, Gabon, and Tunisia. Proved reserves at
year-end 2002 were 735 million barrels of oil equivalent.


PLAYBOY ENTERPRISES: Second Quarter Net Loss Narrows to $900K
-------------------------------------------------------------
Playboy Enterprises, Inc., (NYSE: PLA, PLAA) (S&P, B Corporate
Credit Rating) announced improved financial results for the
quarter ended June 30, 2003, including sharply higher operating
income.

Second quarter 2003 operating income more than doubled to $5.5
million from $2.2 million in the prior year reflecting substantial
improvement in online and publishing results and continued
strength in entertainment and licensing.

The company reported a net loss for the quarter of $0.9 million,
an improvement of 70% compared to last year's second quarter loss
of $3.1 million. Revenues increased 8% over the prior year quarter
to $76.0 million from $70.6 million.

Christie Hefner, Playboy's chairman and chief executive officer,
said: "The second quarter results highlighted the strength in each
of our four business groups. Online continued to demonstrate the
vitality of our subscription- and e-commerce-based business model,
reporting its second quarter of profitability during the
traditionally slow early summer season. Our licensing business
benefited from the introduction of new products and the opening of
new outlets, leveraging the continued popularity of the Playboy
brand. Playboy magazine reported significantly improved results
reflecting lower costs and an increase in newsstand revenues over
last year. In Entertainment, our domestic TV operations remain a
powerful profit generator and we are seeing solid growth in our
recently acquired international TV networks.

"Strong operating results for the first half of the year and the
encouraging trends we are seeing across our businesses lead us to
believe that 2003 operating income will be up more than 150% over
last year to approximately $22 million," Hefner said. "With a
positive outlook and solidly performing businesses, Playboy is
anticipating an exciting second half as we build toward the
celebration of our 50th anniversary."

                         Entertainment

Increased profit contributions from the company's domestic and
international television networks were more than offset by
expected lower worldwide DVD/home video profitability, which
resulted in a decline in second quarter Entertainment Group
operating profits to $6.5 million in 2003 from $8.1 million last
year. The group's revenues rose 10% to $33.8 million, primarily
reflecting restructuring of the international TV operations, which
increased to 100% ownership of a group of international TV
networks and resulted in the consolidation of those operations
into the Entertainment Group's infrastructure. In addition, an
increase in access to U.S. cable households as a result of the
digital rollout contributed to a 2% increase in domestic TV
revenues to $23.8 million. Worldwide DVD/home video revenues
declined 62% to $1.4 million.

                          Publishing

Second quarter operating income for the Publishing Group improved
by $2.4 million from a loss in the 2002 quarter of $1.0 million to
a profit in the 2003 quarter of $1.4 million reflecting lower
manufacturing costs and higher revenues in all three of the
group's businesses. Revenues for the group rose 7% to $28.8
million in this year's second quarter from $27.0 million last
year.

Playboy magazine's results benefited from strong newsstand sales
for the May issue featuring wrestling star Torrie Wilson, which
led to a 10% increase in second quarter circulation revenues. As
previously announced, second quarter advertising revenues were
down compared to last year by 4%. Looking ahead, the company said
that it expects to report higher advertising revenues for the
second half and full year 2003 versus last year, although third
quarter ad revenues are expected to be lower than last year.

                             Online

In the second quarter, the Online Group reported its second
consecutive quarter of operating profit, which was $0.1 million in
the current year, compared to a loss last year of $2.9 million.
The improvement reflected both an 8% increase in revenues to $8.3
million as well as cost reduction efforts put in place last year.
Higher prices for the Playboy Cyber Club and a 25% increase in the
number of subscribers, in part through the introduction of new
clubs, were responsible for the 58% increase in second quarter
2003 subscription revenues to $4.2 million. Second quarter e-
commerce revenues declined, as expected, to $3.3 million from $3.7
million last year, reflecting the timing of catalog mailings.

                           Licensing

Operating income for the Licensing Group in the 2003 second
quarter was down $0.1 million to $1.3 million compared to last
year even though last year's second quarter results included an
approximately $0.7 million contribution from the auction of a
small collection of art and memorabilia in June 2002. Second
quarter revenues were essentially flat at $5.1 million as the
company's continued growth in international and entertainment
licensing programs basically offset last year's auction revenues.

                      Corporate and Other

Second quarter Corporate Administration and Promotion expense
increased 7% to $3.9 million compared to the same period last
year.

Playboy Enterprises is a brand-driven, international multimedia
entertainment company that publishes editions of Playboy magazine
around the world; operates Playboy and Spice television networks
and distributes programming via home video and DVD globally;
licenses the Playboy and Spice trademarks internationally for a
range of consumer products and services; and operates Playboy.com,
a leading men's lifestyle and entertainment Web site.


QUANTUM CORP: Calls for Redemption of 7% Convertible Sub. Notes
---------------------------------------------------------------
Quantum Corp. (NYSE: DSS) has called for redemption on Aug. 21,
2003, all of Quantum's 7% convertible subordinated notes due 2004.
Approximately $287,500,000 aggregate principal amount at maturity
of the notes are currently outstanding.  The aggregate redemption
price of the notes is $1,010 per $1,000 principal amount of the
notes together with accrued and unpaid interest up to but not
including the redemption date of approximately $3.89 per $1,000
principal amount, for a total redemption price of approximately
$1,013.89 per $1,000 principal amount.

"As part of the acquisition of Quantum's HDD business in April,
2001 by Maxtor Corp. (NYSE: MXO), Maxtor and Quantum executed a
Reimbursement Agreement by which Maxtor agreed to pay to Quantum
or the Trustee its pro rata share of any matured obligation under
the Reimbursement Agreement.  Maxtor intends to honor its
reimbursement obligation of approximately $97.2 million," said
Glen Haubl, Maxtor treasurer.

Prior to 5:00 p.m., EDT, on August 20, 2003, holders may convert
their notes into shares of Quantum's common stock and Maxtor's
common stock.  Upon conversion of their notes, holders will
receive 21.5870 shares of Quantum's common stock (NYSE: DSS) and
16.4057 shares of Maxtor's common stock (NYSE: MXO) per $1,000
principal amount of notes converted.  On August 5, 2003, the last
reported sale price on the New York Stock Exchange of Quantum's
common stock was $2.80 per share and the last reported sale price
on the New York Stock Exchange of Maxtor's common stock was $9.72
per share.

Alternatively, holders may have their notes redeemed at a total
redemption price of $1,013.89 per $1,000 principal amount at
maturity of notes, consisting of (a) a redemption price of $1,010
plus (b) accrued interest of $3.89 per $1,000 principal amount at
maturity of notes.  Any notes not converted on or before 5:00
p.m., EDT, on August 20, 2003, will be automatically redeemed on
August 21, 2003, after which interest will cease to accrue.

A Notice of Redemption is being mailed to all registered holders
of the notes.  Copies of the Notice of Redemption may be obtained
from the conversion and paying agent, LaSalle National Bank, by
calling Victoria Douyon at 312-904-5619, or from Quantum, by
calling Mary Springer at 408-944-4000.

Quantum Corp., founded in 1980, is a global leader in data
protection, meeting the needs of business customers with
enterprise-wide storage solutions and services.  Quantum is the
world's largest supplier of half-inch cartridge tape drives, and
its DLTtape(TM) technology is the standard for tape backup
and archiving of business-critical data for the mid-range
enterprise.  Quantum is also a leader in the design, sale and
service of autoloaders and automated tape libraries used to
manage, store and transfer data.  Over the past year, Quantum has
been one of the pioneers in the emerging market of disk-based
backup, offering a solution that emulates a tape library and is
optimized for data protection.  Quantum sales for the fiscal year
ended March 31, 2003, were $871 million.  Visit
http://www.quantum.comfor more information about the Company.

As reported in Troubled Company Reporter's July 28, 2003 edition,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior unsecured ratings on Quantum Corp. and assigned
a 'B' rating to Quantum's proposed $175 million subordinated
convertible bond. The outlook is stable. Quantum had $288 million
of debt outstanding as of June 30, 2003.

Milpitas, California-based Quantum is a leading designer and
manufacturer of tape-based storage drives and systems as well as
tape media.


RAMTRON: Violates EBITDA Covenant Under Conv. Debenture Pacts
-------------------------------------------------------------
U.S. semiconductor maker Ramtron International Corporation
(Nasdaq:RMTR) reported results for the second quarter ended
June 30, 2003.

Revenue for the second quarter was $11.7 million, compared with
$12.6 million for the same quarter a year ago. Net loss applicable
to common shares was $6.0 million, compared with a net loss of
$761,000 for the same quarter of 2002. Second quarter 2003 results
included non-cash charges of $5.5 million for an impairment of
intangible assets related to the recent realignment of the
company's Enhanced Memory Systems business, and an impairment of
goodwill related to its Mushkin subsidiary.

FRAM product revenue for the second quarter was $7.9 million,
compared with $6.0 million for the second quarter of 2002. Revenue
from the company's Mushkin subsidiary totaled $2.4 million,
compared with $3.8 million for the same period last year. The
company reported $117,000 in license and development fees during
second-quarter 2003, compared with $1.4 million for the second
quarter of 2002.

"Our FRAM business posted another strong quarter with increases in
shipments to both Enel and other customer programs," said Ramtron
CEO, Bill Staunton. "Shipments outside of our major customer grew
on a sequential basis by more than 30%, indicating a continued
broadening of our customer base. This broadening was fueled
largely by our distribution channel, which is aiding in our
efforts to expand the FRAM customer base as quickly as possible."

Q2 2003 Highlights:

-- Realigned the company's FRAM and Enhanced Memory Systems
   businesses to improve operational efficiency and concentrate
   the company's resources on its profitable FRAM product
   business.

-- Announced an agreement with Wells Fargo Business Credit, Inc.
   to provide a secured $3.0 million revolving line of credit. The
   credit facility provides for interest at a floating rate equal
   to the prime lending rate plus .50% per annum and a term of 3
   years.

-- Appointed Michael Hollabaugh to the position of vice president
   of Sales. Mr. Hollabaugh has responsibility for leading and
   directing domestic and international sales for all of Ramtron's
   products.

                      Business Outlook

The following statements are based on Ramtron's current
expectations. These statements are forward-looking and actual
results may differ materially from those set forth in these
statements. Ramtron intends to continue its policy of not updating
forward-looking statements other than in publicly available
documents, even if experience or future changes show that
anticipated results or events will not be realized.

-- Revenue for the third quarter ending September 30, 2003 is
   currently anticipated to be between $6.5 million and $8.5
   million. Revenue projections are based on, among other things,
   assumptions that FRAM product orders, including the rate of
   shipments to Ramtron's principal FRAM customer, Enel, and that
   revenue from Ramtron's Mushkin subsidiary will conform to
   management's current expectations.

-- Cost of goods sold for the third quarter is currently
   anticipated to be 60% to 65% of product revenues. All other
   expenses are expected to be between $4.5 million and $5.5
   million. Costs and expenses fluctuate over time, primarily due
   to intermittent, non-recurring engineering charges for the
   development of new products.

"In light of Enel's strong order activity during the second
quarter, we anticipate Enel to take fewer units during the third
quarter," continued Staunton. "In addition, we anticipate non-Enel
shipments to be flat or slightly higher in Q3. We remain confident
that our overall business remains in tact and that the positive
trends we have been experiencing outside of the Enel program will
prevail over the intermediate to long term."

The company also announced that it is in violation of the terms of
the first-half 2003 EBITDA covenant requirement under its existing
$8 million convertible debenture agreements. The company is in
negotiations with the debenture holders to obtain a waiver of the
EBITDA covenant requirement. The company will disclose the terms
of the waiver upon successful completion of the negotiation.

"We have been in discussions with the debenture holders over the
last few weeks and believe we have an agreement in principle that
will allow us to conclude this matter in short order," Staunton
commented.

Ramtron is the world leader in ferroelectric random access memory
products -- high-performance nonvolatile memories that merge the
benefits of many mainstream memory technologies into a single
device. Due to the products' unique advantages, FRAM memory
products are expected to revolutionize a variety of electronic
consumer and industrial products. Current applications for
Ramtron's FRAM memory devices include electronic power meters,
automotive systems, smart cards, test instrumentation, factory
automation, laser printers, security systems, and other systems
that require reliable storage of data without an external power
source.

For more information about Ramtron and its products, visit
http://www.ramtron.com


RELIANCE GROUP: Obtains Seventh Extension of Exclusive Periods
--------------------------------------------------------------
U.S. Bankruptcy Court Judge Gonzalez extended the Reliance Group
Debtors' Exclusive Periods. Now, the Debtors have the exclusive
right to file and propose a plan until September 30, 2003, and the
exclusive right to solicit acceptances of that Plan from creditors
until December 2, 2003. (Reliance Bankruptcy News, Issue No. 39;
Bankruptcy Creditors' Service, Inc., 609/392-0900)     


SAFETY-KLEEN: Delivers Proposed $300-Million Exit Financing Pact
----------------------------------------------------------------
The Safety-Kleen Systems Debtors present a redacted copy of a
proposed exit facility -- the Wells Fargo Foothill Proposal Letter
for $300 Million Senior Secured Facility -- to the Bankruptcy
Court in connection with the confirmation of the Modified First
Amended Joint Plan of Reorganization.

Wells Fargo Foothill, Inc., Goldman Sachs Credit Partners LP, and
Silver Point Capital L.P. or one or more of its affiliates, agree
to a Senior Secured Credit Facility, with GSCP acting as Sole Lead
Arranger and Sole Lead Book-Runner and Foothill and Silver Point
acting as Co-Collateral Agents.  Safety-Kleen Services, Inc. and
each of its wholly owned subsidiaries seek to obtain this
financing in order to:

       (a) confirm and consummate their plan of reorganization
           under Chapter 11 of the Bankruptcy Code;

       (b) refinance certain of Systems' existing indebtedness;

       (c) provide for the ongoing working capital needs of
           the Systems Debtors; and

       (d) provide for other general corporate purposes,
           including expenses associated with emergence from
           bankruptcy.

The terms under which the Debtors will obtain a $300,000,000
senior secured credit facility contemplate delivery of the
commitment in two stages.  The first stage would be the delivery
of a commitment for the Term Loan amounting to $135,000,000.  The
Initial Commitment would be conditioned upon the Company entering
into agreements for additional senior financing in the form of
first priority lien revolving and letter of credit facilities with
all the Lead Lenders.  Additional Financing would provide
incremental availability of at least $140,000,000 under the second
stage commitment for the entire Facility.

The Debtors have already paid the Lead Lenders $700,000 in work
fees and due diligence fees that will be credited against costs
and expenses due to the Lead Lenders.

                     Indemnity for Lenders

In each credit facility, the Debtors agree to indemnify the Lead
Lenders, their affiliates, and all of their representatives from
any claims, damages, losses, liabilities and expenses that may be
incurred by or asserted or awarded against any Indemnified Party
arising out of or in connection with any investigation, litigation
or proceeding or the preparation of any defense, arising out of or
in connection with any use made or proposed to be made with the
proceeds of the Facility, whether or not the investigation,
litigation or proceeding is brought by any of the Borrowers or
affiliates, any shareholders or creditors, and whether or not the
transactions contemplated in the facilities are consummated,
unless the loss or damage is found to have resulted from the
Indemnified Party's gross negligence or willful misconduct.

                        The Terms

    Facility:     A senior secured credit facility with a maximum
                  credit amount of $300,000,000.  Includes a
                  Revolving Line of Credit and a Term Loan.

    Revolver:     Advances available up to maximum of
                  $125,000,000, but not to exceed Borrowing Base.
                  May be used for lines of credit as well, but
                  limited to $100,000,000.

    Revolver
    Borrowing
    Base:         Safety-Kleen's borrowing is limited to the sum
                  of:

                  (A) 85% of Eligible Accounts not older than 90
                      days, net of reserve of 1% for each
                      incremental percentage in dilution over 5%.

                      plus

                  (B) Inventory, up to the least of:

                     (i) $20,000,000; or

                    (ii) 50% of Eligible Inventory, net of
                         customary reserves; and

                   (iii) 80% times the net orderly liquidation
                         value of Systems' inventory.

    L/C Facility: Available up to $60,000,000, but not to
                  exceed Borrowing Base.

    Term Loan:    The Lead Lenders will provide Systems a funded
                  Term Loan in an amount equal to $115,000,000,
                  plus:

                     (i) the difference of $100,000,000 minus
                         the Revolver Borrowing Base if any, and

                    (ii) the difference of $60,000,000 minus
                         the aggregate of the L/C Facility
                         Borrowing Base, if any, and

                   (iii) the Term Loan Increase Amount.
(Safety-Kleen Bankruptcy News, Issue No. 62; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


SIRIUS SATELLITE: Narrows Second Quarter Net Loss to $111 Mill.
---------------------------------------------------------------
SIRIUS (Nasdaq: SIRI), known for delivering the very best in
commercial-free music and premium audio entertainment, announced
its second quarter 2003 financial and operating results. The
company previously announced a major milestone during the quarter,
when it reached 100,000 subscribers on June 20. SIRIUS ended the
second quarter on June 30, 2003 with 105,186 subscribers, an
increase of 55% during the quarter.

"This continued growth in SIRIUS subscribers confirms that we are
getting traction in the marketplace, and that our commercial-free
music programming is gaining a wider audience," said Joseph P.
Clayton, President and CEO of SIRIUS. "We were able to reach our
subscriber target even without the benefit of the new
transportable products. Now that these 'Plug & Play' receivers are
becoming more available in retail stores, we expect the pace to
pick up even more."

During the second quarter, SIRIUS completed two major financing
transactions which eliminated the company's previously stated
funding gap, and added approximately $357 million in cash, giving
the company added financial flexibility.

"I am excited to have joined SIRIUS at such a pivotal time in its
history," said David Frear, SIRIUS' new Executive Vice President
and Chief Financial Officer. "In less than four months, SIRIUS has
transformed itself to a company that is fully-funded with $560
million in cash. With very little debt, our balance sheet is
clearly the strongest in this new and exciting industry."

In recent weeks, SIRIUS introduced its transportable "Plug & Play"
products in the retail marketplace. These products from Kenwood
and Audiovox are now flowing into stores, and that volume will
continue to increase in the coming months.

SIRIUS also recently announced several new initiatives in the
specialty markets sector, including agreements with Avionics
Innovations, Formula Boats and Winnebago.

         SECOND QUARTER 2003 VERSUS SECOND QUARTER 2002

For the second quarter of 2003, SIRIUS recognized total revenue of
$2.1 million, compared to $70 thousand for the second quarter of
2002. SIRIUS reported a loss from operations of $109.8 million for
the second quarter of 2003, compared to a loss from operations of
$89.9 million for the second quarter of 2002. SIRIUS' EBITDA loss
for the second quarter of 2003 was $86.3 million, compared with
$67.8 million in the second quarter of 2002. The EBITDA loss for
the second quarter of 2003 included a $14.5 million non-cash
charge associated with the disposal of SIRIUS' previous subscriber
management system.

SIRIUS reported a net loss applicable to common stockholders of
$111.8 million, or $0.12 per share, for the second quarter of
2003, compared with a net loss applicable to common stockholders
of $124.6 million, or $1.62 per share, for the second quarter of
2002.

For the second quarter of 2003, average monthly revenue per
subscriber, or ARPU, was $7.91. Excluding the costs of mail-in
rebate programs, ARPU for the second quarter of 2003 was $10.84.

               FIRST HALF 2003 VERSUS FIRST HALF 2002

For the first half of 2003 SIRIUS recognized total revenue of $3.7
million, compared to $103 thousand for the first half of 2002.
SIRIUS reported a loss from operations of $208.9 million for the
first half of 2003, compared to a loss from operations of $140.6
million for the first half of 2002. SIRIUS' adjusted EBITDA loss
for the first half of 2003 was $161.4 million, compared with
$104.0 million in the first half of 2002. SIRIUS' adjusted EBITDA
loss for the first half of 2003 excludes a $256.5 million gain in
connection with the completion of the company's restructuring in
March 2003, and includes a $14.5 million non-cash charge
associated with the disposal of SIRIUS' previous subscriber
management system.

SIRIUS reported a net loss applicable to common stockholders of
$60.0 million, or $0.09 per share, for the first half of 2003,
compared with a net loss applicable to common stockholders of
$214.7 million, or $2.85 per share, for the first half of 2002.
Included in net income applicable to common stockholders for the
first half of 2003 was a $256.5 million gain in connection with
the completion of the company's restructuring in March 2003, and a
deemed dividend of $79.5 million associated with the elimination
of its convertible preferred stock in March 2003.

For the first half of 2003, ARPU was $8.94. Excluding the costs of
mail-in rebate programs, ARPU for the first half of 2003 was
$10.85.

SIRIUS is the only satellite radio service bringing listeners more
than 100 streams of the best music and entertainment coast-to-
coast. SIRIUS offers 60 music streams with no commercials, along
with over 40 world-class sports, news and entertainment streams
for a monthly subscription fee of only $12.95, with greater
savings for upfront payments of multiple months or a year or more.
Stream Jockeys create and deliver uncompromised music in virtually
every genre to our listeners 24 hours a day. Satellite radio
products bringing SIRIUS to listeners in the car, truck, home, RV
and boat are manufactured by Kenwood, Panasonic, Clarion and
Audiovox, and are available at major retailers including Circuit
City, Best Buy, Car Toys, Good Guys, Tweeter, Ultimate
Electronics, Sears and Crutchfield. SIRIUS is the leading OEM
satellite radio provider, with exclusive partnerships with
DaimlerChrysler, Ford and BMW. Automotive brands currently
offering SIRIUS radios in select new car models include BMW, MINI,
Chrysler, Dodge, Jeep(R), Nissan, Infiniti, Mazda and Audi.
Automotive brands that have announced plans to offer SIRIUS in
select models include Ford, Lincoln, Mercury, Mercedes-Benz,
Jaguar, Volvo, Volkswagen, Land Rover and Aston Martin.

As previously reported, Standard & Poor's Ratings Services
assigned its 'CCC-' rating to the 3-1/2% Convertible Notes, and
also raised its corporate credit rating on Sirius Satellite Radio
Inc. to 'CCC' from 'D', stating, "The rating actions and the
stable outlook reflect the company's improved capital structure
and liquidity following its recent recapitalization," according to
Standard & Poor's.


SK GLOBAL AMERICA: Will File Suit if Delisted from Korean Bourse
----------------------------------------------------------------
With the planned filing of court receivership by Korean Creditors,
SK Global stocks face the threat of being delisted from the Korean
stock exchange.

As this would hinder bailout efforts, SK Global Co. said in a
statement to Bloomberg News that it would seek a court injunction
to prevent delisting of its stock, if court receivership pushes
through.

SK Global stock has been suspended from trading since July 24. (SK
Global Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


SONIC AUTOMOTIVE: S&P Rates Proposed $200MM Sr. Sub. Notes at B+
----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B+' rating to
Sonic Automotive Inc.'s proposed $200 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 Charlotte, N.C.-based Sonic, a publicly held
automotive dealership group. The company has $1.9 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 the redemption of $182 million of
the company's 11% senior subordinated notes due 2008 and repayment
a portion of its revolving credit facility.

"Sonic will continue to face significant challenges integrating
purchased dealerships, including the planned acquisition of the
Momentum and Advantage automotive groups," said Standard & Poor's
credit analyst Martin King. "The acquisitions will increase
Sonic's share of luxury vehicles, which have a more loyal customer
base and more stable demand. Nevertheless, geographic diversity
will diminish, as all of the acquired dealerships are located in
Houston, Texas, which will become one of Sonic's largest markets."

Industry-wide new vehicle sales are expected to decline modestly
during 2003 but remain at historically healthy levels.

"Sonic should remain solidly profitable and generate positive free
cash flow," Mr. King said. But he added, "The extent to which the
company's financial performance could erode in a more severe
cyclical downturn, however, is a major risk factor."


SPECTRUM RESTAURANT: Commences Chapter 11 Reorganization Process
----------------------------------------------------------------
Spectrum Restaurant Group, Inc., and its subsidiaries have filed
for reorganization under Chapter 11. SRG cited a weak economy that
has particularly hurt the fine dining segment and cash investments
for growth as the reasons to seek reorganization for the purpose
of restructuring debt.

"This reorganization will not interfere with the operations of our
restaurants or with our ability to continue to provide a high-
quality, enjoyable dining experience for our valuable guests. Our
focus will remain on excellent customer service, quality
operations and our employees," said Anwar Soliman, CEO of SRG.

Aggressive cost-cutting measures over the past few months,
including terminating leases for closed or under-performing
restaurants, have restored SRG to profitability and the
reorganization will give the company added leverage to restructure
debt.

"To date, SRG has made substantial progress in reorganizing our
financial affairs. We are very confident that SRG will emerge from
the reorganization leaner and financially stronger," added
Soliman.

SRG expects to complete financing by the third quarter of this
year that will provide a substantial cash infusion to support the
reorganization effort.

SRG and its subsidiaries are represented by Robert Opera of the
Newport Beach-based corporate reorganization law firm Winthrop
Couchot. SRG is also working with Kibel Green, Inc., a financial
consulting firm with offices in Santa Monica and Irvine, Calif.

SRG is a privately held company.


TECHNICAL COMMS: Hires Vitale Caturano to Replace Grant Thornton
----------------------------------------------------------------
Effective July 16, 2003, Grant Thornton LLP resigned as the
independent public accountants of Technical Communications
Corporation. The Company has retained Vitale Caturano & Company PC
as its independent public accountants, effective July 17, 2003.
The engagement of Vitale, Caturano & Company PC was approved by
the audit committee of the Company's Board of Directors.  

The audit report of Grant Thornton LLP on the Company's financial
statements for the fiscal year ended September 28, 2002 was
qualified as to the uncertainty of the Company's ability to
continue as a going concern.   

                       *      *      *

Technical Communications is in the business of designing,
manufacturing, marketing and selling communications security
equipment, which utilizes various methods of encryption to protect
the information being transmitted. Encryption is a technique for
rendering information unintelligible, which can then,
subsequently, be reconstituted if the recipient possesses the
right decryption "key". The Company produces various standard
secure communications products and also provides custom designed,
special purpose secure communications products. The company sells
its products to various U.S. Government agencies, foreign
governments as well as commercial customers both domestic and
foreign.

As a result of sustaining substantial losses aggregating
$8,574,000 in the last four fiscal years, the continued use of
cash in our operations and the significant decline in our sales
volume in recent years, the Company received a going concern
qualification on its financial statements for the year ended
September 28, 2002. In addition, the Company's dependence on cash
flow from operations is in turn dependent on the Company's ability
to bring in new orders on a continuing basis.

Management believes the steps it has taken to revise its operating
and financial requirements are sufficient to provide the company
with the ability to continue in existence; however there can be no
assurance these activities will be successful. The plans it
established in fiscal 2002 remain on target and the Company is
starting to see some results from this plan. The cost cutting
program begun in fiscal 2002 continues to contribute to increased
profitability. New product development is moving forward and we
anticipate having a more competitive product line later this
fiscal year with an increased emphasis on emerging markets such as
Homeland Security. We also continue to work with our new and
existing customers on several new opportunities.

The Company manufactures various standard secure communications
products and also provides custom designed, special purpose secure
communications products for both domestic and international
customers. The Company's products consist primarily of voice, data
and facsimile encryptors. Revenue is generated primarily from the
sale of these products. The sales of these products have
traditionally been to foreign governments. However, we have also
sold these products to commercial entities and U.S. Government
agencies. We also generate revenues from contract engineering
services performed for certain government agencies both domestic
and foreign.


TRINITY INDUSTRIES: Second Quarter Results Show Strong Growth
-------------------------------------------------------------
Trinity Industries, Inc., (NYSE: TRN) reported financial results
for the second quarter of 2003.

For the quarter ended June 30, 2003, the company reported a net
income of $3.5 million on revenues of $365.8 million. This
compares to a net loss of $5.7 million on revenues of $366.0
million in the second quarter of 2002.  Results for the quarter
include an after-tax gain on the sale of a manufacturing facility
of $2.0 million.  Prior year results included charges of $2.6
million after tax, for collectibility of an equipment lease
receivable and charge-off of debt issuance costs related to loan
agreements that were replaced.  For the six months ended June 30,
2003, net loss was $11.0 million on revenues of $654.9 million
compared to a net loss of $14.3 million on revenues of $750.3
million for the same period last year.

"The second quarter not only marks a return to profitability for
the Company, we also had healthy growth in our backlogs in the
Rail Group, the Inland Barge Group, the Concrete and Aggregates
business as well as our U.S. LPG Container business," said Timothy
R. Wallace, Trinity's chairman, president and CEO.  "Our North
American railcar backlog is our largest backlog in over 3 years
and reflects signs of an industry wide recovery.  Year over year,
the Company's second quarter railcar backlog revenue grew 82% and
barge backlog revenue grew 43%.  We see the barge orders we
received from large customers clearly as a vote of confidence in
the quality of our barges."

"During the second quarter, we sold $25 million worth of specialty
railcars from our leasing company.  The majority of these railcars
consisted of a portfolio of newly designed, jumbo hopper cars
which were developed specifically for transporting a lightweight
grain product that is a by-product of the ethanol market.  This
transaction reflects our strategy of pursuing new markets for
railcars by designing new products which are introduced through
our leasing company and eventually sold to other leasing
companies.  I'm also pleased with the progress we are making to
enhance our capital structure," Wallace said.

Trinity Industries, Inc. (S&P/BB/Stable/),, with headquarters in
Dallas, Texas, is one of the nation's leading diversified
industrial companies.  Trinity reports five principal business
segments: the Trinity Rail Group, Trinity Railcar Leasing and
Management Services Group, the Inland Barge Group, the
Construction Products Group and the Industrial Products Group.  
Trinity's Web site may be accessed at http://www.trin.net


ULTIMATE SPORTS: Lack of Liquidity Raises Going Concern Doubt
-------------------------------------------------------------
Ultimate Sports Entertainment, Inc. (OTC Bulletin Board: ULSP)
will not be filing its quarterly report for the First Quarter of
2003 and has not filed its Annual Report for 2002 (for the year
ended January 31, 2003) as the Company has been unable to raise
enough capital to pay for the expense of filing.

The Company is not delinquent as it has followed proper procedures
and filed the appropriate documents with the SEC to terminate its
reporting requirements. The Company believes that the cash
available to it at this time is better served for running the
fundamental business. The Company is contractually obligated for
the production of ongoing premium and retail promotions. The
Company believes that the most prudent course of action is to
suspend its public filings until the Company overcomes the present
lack of liquidity. At such time the Company will then resume its
public filings as well as releasing all past filing information.

The Company continues to pursue new opportunities with NBA teams
and players and MLB teams and players. The Company is presently in
production on two baseball premium promotions and is also in
production of a four-part retail series for the NBA to be released
this Fall. The Company recently completed its first NBA team
retail promotion with the Dallas Mavericks, available exclusively
at Wal-Mart. The NBA's Team Marketing Department determined that
the Dallas Mavericks/Wal-Mart comic book promotion from Ultimate
Sports was the NBA's "Out-of-Arena Team Premium Promotion of the
Season."

The Company's lack of liquidity impairs its ability to pursue many
potential opportunities. This lack of liquidity has and will
continue to create considerable risk as an ongoing concern. It has
also resulted in the Company having to restructure all outstanding
notes. One creditor has obtained a judgment against the Company
for $250,000, though the lender has stated an interest in pursuing
a settlement. Two other creditors have filed lawsuits against the
Company in the amounts of $3,789.58 and $41,026.39. Additionally,
the Company has reached an agreement with another creditor to a
stipulated judgment if the Company is unable to make a payment of
$15,000 by August 6, 2003.

Ultimate Sports titles include famous athletes such as: Barry
Bonds, Mark McGwire, Ichiro, Sammy Sosa, Cal Ripken Jr., Derek
Jeter, Alex Rodriguez, Roger Clemens, Mike Piazza, Ken Griffey,
Jr., Troy Aikman, Dan Marino, Brett Favre, Peyton Manning, John
Elway, Terrell Davis and many others.


UNITED AIRLINES: Reports 82.9% Passenger Load Factor for July
-------------------------------------------------------------
United Airlines (OTC Bulletin Board: UALAQ) reported its traffic
results for July 2003. United reported a passenger load factor of
82.9 percent, beating last month's record load factor of 82
percent. Total scheduled revenue passenger miles declined in July
by 5.7 percent from the same period last year on a capacity
decrease of 12.2 percent.

United and United Express operate more than 3,300 flights a day on
a route network that spans the globe. News releases and other
information about United may be found at the company's Web site at
http://www.united.com


UNITED AIRLINES: Seeks Open-Ended Lease Decision Time Extension
---------------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, reports that
UAL Corp., has made substantial progress in evaluating its
contracts. However, much work remains -- there are almost 500
unexpired leases that need to be decided upon to achieve the
reorganization goals.  The Debtors cannot determine the utility of
unexpired leases until they have completed an analysis and a
going-forward business plan.  Rather than make premature
decisions, the Debtors ask Judge Wedoff to further extend the time
by which they must assume or reject unexpired non-residential real
property leases through and including the date on which a plan of
reorganization is confirmed in these Chapter 11 cases.

Mr. Sprayregen tells the Court that the Debtors have been focused
on other areas of the restructuring.  First, the Debtors reduced
their cost structure to preserve assets.  Second, they addressed
the myriad operational and bankruptcy issues.  Now, the Debtors
need an extension of the lease decision deadline.  The fate of
the leases depends on whether the Debtors will continue operations
at particular locations and whether the economic terms of the
agreements are appropriate.  Lease decisions cannot be made
properly and responsibly without a further extension of the time
within which they must be either assumed or rejected. (United
Airlines Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


VINTAGE PETROLEUM: Reports $8.7 Million Net Loss for 2nd Quarter
----------------------------------------------------------------
Vintage Petroleum, Inc. (NYSE: VPI) announced a net loss of $8.7
million for the second quarter of 2003 driven by non-cash charges
of $41.6 million ($24.3 million after tax) related primarily to
the impairment of certain unproved and producing properties in
Canada. These results compare to net income of $22.4 million in
the same quarter last year.

Major items impacting the comparison of quarterly results include
the after- tax effects of non-cash charges for property
impairments, gains and losses on property sales, foreign currency
exchange gains and losses, losses on the early extinguishment of
debt and income from discontinued operations.

Excluding the major items described above, the company earned
$17.7 million for the second quarter of 2003 compared to $17.3
million in the year-earlier quarter.

Included in the non-cash charges for the second quarter were $12.6
million ($7.3 million after tax) for the impairment of certain
producing oil and gas properties in Canada and $29.0 million
($17.0 million after tax) for the impairment of certain of the
company's exploration acreage, most of which is related to its
Northwest Territories project. The company recently completed its
review of the exploration potential of its Northwest Territories
project and, while it believes this project may contain
significant exploration potential, it has determined that the
project no longer fits within the company's current investment
portfolio. No additional capital expenditures are planned and the
company is initiating efforts to farm-out its position in this
project. The impairments to the Canadian producing properties were
driven by negative reserve revisions as a result of unsuccessful
workover operations and additional technical evaluation of other
non-producing projects.

Cash flow from continuing operations (before all exploration
costs, changes in working capital and current taxes on property
sales and loss on early extinguishment of debt) was $64.2 million
for the second quarter of 2003 compared to $61.0 million in the
year-ago quarter, reflecting the increase in oil and gas prices
from the year-ago levels. See the attached table for Vintage's
calculation of cash flow from continuing operations, a non-GAAP
financial measure. Cash provided by operating activities for the
second quarter of 2003 was $13.3 million compared to $66.4 million
in the year- earlier quarter.

Oil and gas production from continuing operations for the quarter
was 6.9 million equivalent barrels raising first half production
to 13.9 million BOE, in line with the company's expectations
included in its annual production targets. Oil production during
the second quarter of 2003 totaled 4.5 million barrels and natural
gas production was 14.6 Bcf. The anticipated decline from the
year-earlier quarter's 8.2 million BOE was attributable to U.S.
property divestitures in June 2002 and March 2003, natural
production declines and the effects of substantially curtailed
capital expenditures in 2002 which resulted in significantly lower
production levels at the start of 2003. Capital expenditures in
2002 were limited to $129.7 million, or approximately 54 percent
of cash flow provided by operating activities, as a result of
management's decisions to use a portion of cash flow and proceeds
from asset sales to execute its debt reduction program during
2002.

The average price received for gas (including the impact of
hedges) was dramatically higher than the average price received in
the year-ago quarter, rising 43 percent to $3.28 per Mcf in the
current quarter compared to $2.29 per Mcf in the second quarter of
last year. The average realized price for oil (including the
impact of hedges) also rose 17 percent to $24.95 per barrel
compared to $21.39 per barrel in last year's quarter.

Oil and gas sales rose four percent to $159.5 million from $152.7
million in last year's quarter as the effect of higher prices more
than offset the decline in production. Total revenues for the
quarter were $186.8 million, compared to $191.0 million in the
year-ago quarter which included $17.6 million of gains from asset
sales.

Lease operating expenses per BOE for the quarter increased 20
percent to $7.86 per BOE compared to $6.53 per BOE in last year's
second quarter. Over 30 percent of the per BOE increase was
attributable to higher costs (expressed in U.S. dollars) in
Argentina and Canada resulting from Argentina peso inflation and
the strengthening of the Argentine peso and Canadian dollar.
Removing the impact of Argentina inflation and foreign currency
fluctuations, lease operating expenses declined but did not keep
pace with the declines in production, resulting in the remaining
increase on a per BOE basis.

Total general and administrative costs of $15.9 million increased
from $12.5 million in the year-earlier quarter primarily due to
non-cash expenses related to restricted stock awards, cash bonuses
and Argentina asset taxes included in this year's quarter with no
comparable amounts in the year-earlier period. Interest expense
decreased 13 percent, or $2.7 million, to $18.0 million as a
result of the company's lower outstanding debt level.

Exploration expense during the second quarter of 2003 of $32.4
million included $2.9 million in seismic, geological and
geophysical costs and $29.5 million in lease impairments and dry
hole costs. This compares to a total of $7.0 million during the
second quarter of 2002 which included $1.4 million in seismic,
geological and geophysical costs and $5.6 million in lease
impairments and dry hole costs.

                      Six Month Results

Net income for the six months ended June 30, 2003, of $32.0
million, compares to a net loss of $43.7 million in the first half
of 2002.

Income for the six months ended June 30, 2003, before the $7.1
million positive impact of the cumulative effect of the accounting
change regarding asset retirement obligations, was $24.9 million,
compared to the year-earlier period's income of $16.8 million
before the $60.5 million negative impact of the cumulative effect
of the accounting change regarding impairment assessments of
goodwill.

Cash flow from continuing operations (before all exploration
costs, changes in working capital and current taxes on property
sales and loss on early extinguishment of debt) was $148.7 million
for the six months ended June 30, 2003, up 47 percent compared to
$101.3 million in the year-ago period, reflecting the increase in
oil and gas prices from the year-ago levels. See the attached
table for Vintage's calculation of cash flow from continuing
operations, a non-GAAP financial measure. Cash provided by
operating activities for the six months ended June 30, 2003, was
$94.1 million compared to $89.2 million in the year-earlier
period.

"Our cash flow was very strong in the first half of this year,
leading to increased cash flow expectations for the year," said S.
Craig George, CEO. "Despite the strength in cash flow, we are
disappointed with the loss in the quarter due to non-cash charges.

"The plan to restrict capital spending in 2002, in addition to the
impact from asset sales, has temporarily affected our oil and gas
volumes. However, it has also had the desired effect of
strengthening our balance sheet and positions us for future
growth. In addition to the $107 million of cash on hand, we have
nearly $300 million of availability under our bank revolving
credit facility. With this liquidity and our commitment to
maintain a healthy balance sheet, we are actively pursuing
acquisition opportunities in our return to production growth,
while adding to our portfolio of projects with upside potential."

                      2003 Revised Targets

As a result of the strong cash flow in the first half and
expectations of continued strong product prices, the company has
increased its annual target for cash flow from continuing
operations (before all exploration expenses, current taxes on any
property sales and working capital changes) in 2003 to $265
million from $250 million and its target for EBITDAX to $385
million from $350 million. These revised targets and others are
enumerated in the accompanying table, "Vintage Petroleum, Inc.,
Revised 2003 Targets" and are based on assumed average NYMEX
prices for 2003 of $29.00 per barrel of oil and $5.25 per MMBtu of
gas versus its previously assumed NYMEX prices of $27.00 per
barrel of oil and $5.00 per MMBtu of gas. Net realized prices for
the year (before the impact of hedging) as a percent of NYMEX are
expected to be 86 percent for oil and 69 percent for gas. In
addition, as a result of weaker than anticipated market conditions
in Bolivia, non-strategic property sales in Canada and the
expectation that higher royalty rates in Canada will continue (the
Canadian sliding-scale royalty increases as commodity prices
increase) the company has reduced its 2003 production target three
percent to 28.3 million BOE.

Vintage Petroleum is an independent energy company engaged in the
acquisition, exploitation, exploration and development of oil and
gas properties and the marketing of natural gas and crude oil.
Company headquarters are in Tulsa, Oklahoma, and its common shares
are traded on the New York Stock Exchange under the symbol VPI.
For additional information visit the company Web site at
http://www.vintagepetroleum.com  

                        *      *      *

As previously reported, Standard & Poor's assigns its 'BB-' rating
to Vintage Petroleum Inc.'s $250 million Note Issue.

Ratings on Vintage Petroleum Inc. reflect the company's
participation in the volatile independent oil and gas exploration
and production (E&P) industry, an aggressive financial profile,
and significant political risk associated with Argentina, which
accounts for about 35% of Vintage's production.

                            Outlook

The negative outlook reflects continued uncertainty regarding the
fiscal regime in Argentina, limited internal financial
flexibility, and a likely continued decline in production through
2003 due to a starkly reduced 2002 capital budget. Significant
further deterioration in any of these conditions could lead to a
downgrade of Vintage's ratings. Conversely, management's ability
to deliver on its rather aggressive plan to apply proceeds from
asset sales and cash flow generated by stronger than currently
expected oil and natural gas prices could restore ratings
stability.


VINTAGE PETROLEUM: Provides Second Quarter Operations Update
------------------------------------------------------------
Vintage Petroleum, Inc. (NYSE: VPI) updated its operational
activities and plans for 2003.

During the second quarter, $33.9 million of the company's 2003
planned non-acquisition capital budget of $185 million was spent
drilling a total of 27.8 net (30 gross) exploitation wells and
performing 50 workovers. The company is on track to drill
approximately 130 net wells and undertake a variety of lower-risk
exploitation projects with approximately 70 percent of the budget
during 2003. The remaining 30 percent of the budget continues to
be allocated to potentially higher-impact exploration programs in
the United States, Canada, Italy and the frontier areas.

                         United States

During the quarter, eight net (eight gross) exploitation wells
were drilled with a 75 percent success rate. Year-to-date 16 net
(18 gross) wells have been drilled with an 89 percent success
rate. Exploitation drilling year-to-date in the West Ranch, Luling
and Darst Creek fields in south central Texas resulted in 14 net
(14 gross) horizontal completions with an initial production
buildup of just over 2,000 net barrels of oil per day. The 2003
exploitation budget of $49 million set for the United States is on
track to drill a total of 35 net (39 gross) wells by year-end.
Vintage will drill approximately seven horizontal oil wells during
the second half of the year in these same fields as well as test
horizontal drilling concepts in one or more California fields.
Additionally, several tight gas wells are planned in the Gilmer
and Loma Blanca fields in Texas. Based on the results of these
various exploitation drilling programs, several additional
locations could be generated in these fields.

Using an established play concept in the Permian Basin of west
Texas and eastern New Mexico, Vintage has generated three multi-
well, lower-risk gas prospects based on horizontal drilling and
fracture stimulation technology to significantly improve
production and economics compared to the historical results
encountered through the use of vertical drilling alone. Vintage
has an interest in over 19,500 gross acres encompassing these
three exploration prospects.

Vintage has a 33 percent working interest in its first tight-
carbonate well, the Muleskinner #1, located in the Leatherwood
prospect in Terrell County, Texas. This well is currently cleaning
up following the completion of the fracture stimulation of the
Devonian formation. If the results from this well confirm the
commercial viability, several additional wells can be drilled on
acreage currently under lease in this prospect.

The first well in the Austin prospect in Lea County, New Mexico,
the Hannah 17 State #2, targets a similar play concept in the
Mississippian formation. The pilot hole has been drilled into the
formation at a depth of 13,671 feet, and operations have commenced
to drill a 3,500 foot horizontal section in the formation. If
successful, several additional wells could be drilled on this
prospect.

The first well on the Rosehill prospect in Martin County, Texas,
is anticipated to begin drilling during the third quarter and
targets the Mississippian formation as well. Vintage has a 100
percent working interest in both the Rosehill and Austin wells.
The company estimates total net unrisked reserve potential for
these three prospects to be approximately 145 Bcfe.

Vintage is pursuing company-generated Oligocene and Miocene
prospects in the Texas Gulf Coast based on 3-D seismic and
geochemical surveys. Within these targeted play concepts Vintage
has acquired five state leases covering three shallow Texas state
water prospects this year. Vintage has two tracts covering 1,440
acres (High Island 55-L) in its Tres prospect and a 720 acre tract
(Mustang Island 860-L) in the Tankster prospect. Vintage acquired
two additional tracts (Mustang Island 775-L and 771-L) covering
1,440 acres in the Wesson prospect in early July.

The Tres prospect is based on a Miocene gas exploration target
coupled with the redevelopment of lower Miocene oil and gas sands.
Vintage will operate and begin drilling its first well to an
approximate depth of 8,200 feet during the fourth quarter. Vintage
has a 65 percent working interest in this prospect; and if
successful, production could commence as early as mid-year 2004.
The total net unrisked reserve potential on the Tres prospect is
15 Bcfe. The Wesson prospect targets lower Frio gas sands at
depths of 17,500 to 18,500 feet, and Vintage anticipates spudding
the first well in early 2004.

                           Argentina

Eighteen gross (17.4 net) exploitation wells were drilled on
several concessions of the San Jorge Basin and the Cuyo Basin
during the second quarter with a success rate of 89 percent. In
addition, 25 net (25 gross) workovers were performed during the
second quarter. Twenty-four net (25 gross) wells have been drilled
and workovers have been performed on 39 net (39 gross) wells
during the first half of this year. Four drilling rigs are
currently operating, and plans are to add a fifth workover rig
during the third quarter. Vintage plans to drill 63 net (64 gross)
wells this year.

                            Canada

Vintage has drilled 7.7 net (15 gross) exploitation and
exploration wells with a 74 percent success rate year-to-date. For
the year, Vintage plans 25 net (40 gross) exploitation and
exploration wells with most of the activity occurring in the
Sturgeon Lake and West Central areas of Alberta and in
northeastern British Columbia. In the Sturgeon Lake area,
regulatory approval was received late during the second quarter
for the infill drilling program in the Cretaceous Badheart gas
pool, and four to five wells are scheduled for drilling during the
third and fourth quarters.

As the result of its ongoing exploration initiative, Vintage and
its partners have embarked on an exploratory program targeting gas
in Triassic formations in the Foothills trend of northeastern
British Columbia where 8,400 net (21,000 gross) acres have been
acquired in the Cypress prospect area. Drilling operations began
in late July and five wells ranging in depths from 4,200 to 8,500
feet are scheduled for drilling during the second half of this
year. Prospect size for the targeted plays range from 20 to 150
Bcfe. Vintage's net unrisked reserve potential for this program is
approximately 90 Bcfe. Vintage has a 40 percent, non-operated
interest in these prospects that are located near marketing
infrastructure.

                            Italy

Vintage has a 70 percent working interest in two exploration
blocks situated in the Po Valley, an industrial region of northern
Italy which has a long-established production history and well-
developed pipeline infrastructure serving a highly developed gas
market. Using seismic attributes analysis from reprocessed 2-D
seismic combined with newly acquired geochemical surveys, Vintage
is targeting shallow Pliocene gas sands in structural-
stratigraphic traps. The process of well permitting is underway
and the company plans to begin drilling the first of two
exploration wells in early 2004. If successful, Vintage believes
that numerous similar prospects can be drilled using the same
technology-driven exploration concept. Vintage is the operator of
the Bastiglia and Cento blocks covering approximately 275,000
gross acres.

                    Frontier Exploration

The company's frontier exploration strategy exposes Vintage to a
handful of high impact exploration plays in various stages of
development using a small portion of the non-acquisition capital
budget. In Yemen, the An Nagyah #2 initial discovery well was flow
tested at rates as high as 1,000 barrels of oil and 500 thousand
cubic feet of gas per day during the fourth quarter of 2002. The
second appraisal well in this prospect, the An Nagyah # 4,
initially tested at rates of 1,300 barrels of oil and 800 thousand
cubic feet of gas per day during May of 2003. Results from a
recently completed longer- term test of this well were encouraging
as the well produced at rates of approximately 1,200 barrels of
oil and 620 thousand cubic feet of gas per day during the 27
continuous days of longer-term production testing. These results
are being incorporated into the technical and economic evaluation
that is being performed to determine commercial viability. If the
results of this evaluation support development, Vintage will
pursue the declaration of commerciality and approval of a plan of
development before year-end; and production could begin from
existing wells in early 2004. Vintage has a 75 percent working
interest in the S-1 Damis block.

During early 2003, Vintage entered into an agreement to conduct
exploration activities as operator on four onshore blocks in the
province of Nova Scotia in Canada. Vintage initiated drilling
during mid-July on the Beech Hill #1 prospect located
approximately three miles (five kilometers) south and east of
Antigonish, Nova Scotia in the Antigonish block. The prospect
targets potential oil accumulation in a Carboniferous reef
structure. It is estimated that it will take approximately four
weeks to drill the well to the proposed depth of 4,900 feet and
evaluate. Nearby infrastructure exists that could accommodate
additional production. Vintage will acquire 49 miles (79
kilometers) of 2-D seismic and will conduct a geochemical survey
on the Bras D'Or, Sydney and Pictou blocks during the third
quarter of 2003. The Antigonish, Bras D'Or, Sydney and Pictou
blocks cover approximately 1.5 million gross acres and Vintage has
the opportunity to earn up to an 80 percent working interest in
the Antigonish block and a 75 percent working interest in the
other three blocks.

Vintage is processing 1,070 miles (1,725 kilometers) of 2-D
seismic data recorded during the second quarter on the Bourgas-
Deep Sea block in the western Black Sea off the coast of the
Republic of Bulgaria as part of its work program on this
unexplored block covering nearly two million acres (7,958 square
kilometers). This work program also includes geologic studies of
the two targeted play concepts: large Eocene anticlines and deep-
water Oligocene and Miocene fan deposits. The permit's initial
term expires in December 2005 and has provisions for extension.

Vintage Petroleum, Inc. is an independent energy company engaged
in the acquisition, exploitation, exploration and development of
oil and gas properties and the marketing of natural gas and crude
oil. Company headquarters are in Tulsa, Oklahoma, and its common
shares are traded on the New York Stock Exchange under the symbol
VPI. For additional information, visit the company's Web site at
http://www.vintagepetroleum.com

                          *     *     *

As previously reported, Standard & Poor's assigns its 'BB-' rating
to Vintage Petroleum Inc.'s $250 million Note Issue.

Ratings on Vintage Petroleum Inc. reflect the company's
participation in the volatile independent oil and gas exploration
and production (E&P) industry, an aggressive financial profile,
and significant political risk associated with Argentina, which
accounts for about 35% of Vintage's production.

                            Outlook

The negative outlook reflects continued uncertainty regarding the
fiscal regime in Argentina, limited internal financial
flexibility, and a likely continued decline in production through
2003 due to a starkly reduced 2002 capital budget. Significant
further deterioration in any of these conditions could lead to a
downgrade of Vintage's ratings. Conversely, management's ability
to deliver on its rather aggressive plan to apply proceeds from
asset sales and cash flow generated by stronger than currently
expected oil and natural gas prices could restore ratings
stability.


WESTERN INTEGRATED: Wants Solicitation Period Extended to Oct 31
----------------------------------------------------------------
Western Integrated Networks, LLC and its debtor-affiliates,
together with its Official Unsecured Creditors Committee, ask for
more time from the U.S. Bankruptcy Court for the District of
Colorado to exclusively solicit acceptances of their Plan from
their creditors.

Over the past several weeks, the Debtors and the Committee have
been involved in intensive negotiations with the mechanics lien
claimants, and have made substantial progress toward settlement of
these claims.  The Debtors believe that they have demonstrates
good progress towards filing a viable plan, and continue to pay
their bills as they become due.  

The Debtors tell the Court that they will shortly file the amended
Plan, so they'll need to stretch the exclusive solicitation period
through October 31, 2003.  The Debtors argue that the extension is
in the best interest of the creditors and the estate.

Western Integrated Networks, LLC, a single source facilities based
provider of broadband services to residential and small business
customers in certain targeted markets, filed for chapter 11
protection on March 11, 2002 (Bankr. Colo. Case No. 02-13043).  
Douglas W. Jessop, Esq., at Jessop & Company, P.C. represents the
Debtors in their restructuring efforts.


WOMEN FIRST HEALTHCARE: Shareholders Re-Elect Board of Directors
----------------------------------------------------------------
Women First HealthCare, Inc. (Nasdaq:WFHC) chairman and CEO Edward
F. Calesa addressed Women First shareholders at its 2003 annual
meeting in San Diego. Calesa reviewed the company's plans for
building shareholder value and returning the company to
profitability.

Calesa announced that the management team had been strengthened
significantly with the appointment of Michael Sember as president
and chief operating officer of Women First. Sember will report
directly to Calesa and be responsible for all operations of Women
First. Calesa reviewed the improvement between prescription demand
for the company's pharmaceutical products and the distribution
channel and noted that the channel, as measured by IMS Health, has
been reduced by almost 40% during the first half of 2003. He
mentioned the success of Esclim(TM), which has performed better
than any other product in the hormone therapy market since the
Women's Health Initiative announcement. Esclim prescriptions are
up 57% year to date and were up 109% in 2002. He also noted the
potential of Vaniqa(R) and the significant reduction in the rate
of decline of total prescriptions. Calesa updated the shareholders
on continuing efforts to reduce debt and improve the company's
capital structure. In closing, Calesa noted that, "The company's
goal is to be cash flow positive on an operating basis for the
balance of 2003 and to return to profitability as quickly as
possible." According to Calesa, "Several factors will influence
the timing of the company's return to profitability."

In the formal business segment of the meeting, Women First
HealthCare shareholders elected two directors, Richard L. Rubin
and Patricia Nasshorn, each to serve a three-year term to expire
at the 2006 annual meeting. Rubin has served on the Company's
board since its' founding in November 1996. Nasshorn has served on
the Company's board since May 2002. Women First shareholders also
approved an increase in the number of shares available for
issuance under the Company's 1998 Long-Term Incentive Plan,
approved the issuance of common stock exceeding 20% of the
outstanding shares under certain circumstances, ratified the sale
of 1,478,872 shares of common stock to Calesa and Rubin and
ratified the selection of Ernst & Young LLP as the company's
independent auditors for the fiscal year ending December 31, 2003.

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.

Esclim(TM) is indicated for the relief of moderate to severe
vasomotor symptoms associated with menopause. The most commonly
reported side effects of Esclim are those typical of estrogen
therapy: breast tenderness, headache, nausea, and abdominal pain.
Estrogens have been reported to increase the risk of endometrial
carcinoma in postmenopausal women. Estrogens are contraindicated
in patients with known or suspected pregnancy, undiagnosed
abnormal genital bleeding, known or suspected breast cancer, known
or suspected estrogen-dependent neoplasia, or active
thrombophlebitis or thromboembolic disorders. For more information
about this product and to see the package insert, please visit
http://www.womenfirst.com Rx Products area.  

Vaniqa(R) is indicated for the reduction of unwanted facial hair
in women. Vaniqa has been shown to retard the rate of hair growth
in non-clinical and clinical studies. Vaniqa has only been studied
on the face and adjacent involved areas under the chin of affected
individuals. Usage should be limited to these areas of
involvement. In controlled trials, Vaniqa provided clinically
meaningful and statistically significant improvement in the
reduction of facial hair growth around the lips and under the chin
for nearly 60% of women using Vaniqa. Vaniqa is not a hair remover
but complements other current methods of hair removal such as
electrolysis, shaving, depilatories, waxing, and tweezing. The
patient should continue to use hair removal techniques as needed
in conjunction with Vaniqa. Improvement in the condition may be
noticed within four to eight weeks of starting therapy. Continued
treatment may result in further improvement and is necessary to
maintain beneficial effects. The condition may return to pre-
treatment levels within eight weeks following discontinuation of
treatment. The most frequent adverse events related to treatment
with Vaniqa were skin-related adverse events.


WORKFLOW MANAGEMENT: Amends Credit Facility and Divests Assets
--------------------------------------------------------------
Workflow Management, Inc. (Nasdaq:WORK) announced both a
definitive agreement that amends the Company's credit facility and
the divestiture of certain non-core print manufacturing
operations.

                    Credit Facility Amendment

Workflow Management has entered into a definitive agreement with
its senior lenders that amends the Company's credit facility.
Under the terms of the amendment, the $50 million term loan
originally due on December 31, 2003 now matures on May 1, 2004.
The $16.8 million term loan and the approximately $100 million in
availability asset-based revolver, both of which were originally
due on June 30, 2005, now mature on August 1, 2004. In addition to
modifying the maturity dates of the Company's senior debt, the
credit facility amendment also provides the Company with improved
advance rates under the asset-based revolver on eligible accounts
receivable and inventory.

"We are very pleased that the process of amending our credit
facility is complete," stated Gary W. Ampulski, President and
Chief Executive Officer. "The credit facility now provides us with
the flexibility to both implement our current business plan and,
as previously announced, to pursue strategic and refinancing
alternatives that will address our credit facility obligations on
a more permanent basis." Ampulski continued, "This process has
been a significant team effort and has consumed considerable
attention by management and our advisors. We are excited about
redirecting our efforts to the opportunities inherent in our
business. We are already focusing on recovering from the impact
these distractions have had on our operations."

As previously announced, at April 30, 2003, the Company had
exceeded certain covenants in the credit facility that limited
capital expenditures and the incurrence of restructuring costs. As
part of the credit facility amendment, the Company's senior
lenders have waived these defaults. The amendment also modifies
the calculation of EBITDA for credit facility covenant purposes to
exclude the impact of the goodwill impairment and the results of
discontinued operations and amends certain financial covenants for
future periods in a manner consistent with the Company's current
business plan and forecasts.

As part of the credit facility amendment, the Company also changed
the conditions under which its lenders may exercise warrants to
purchase the Company's common stock and agreed to modify the
exercise schedule of the warrants. In addition, the Company agreed
to increase the number of shares of its common stock potentially
issuable upon exercise of these warrants.

                 Sale of Discontinued Operations

The Company also reported the successful divestiture of certain
non-core print manufacturing operations. The assets and
liabilities of the divested businesses, which have been excluded
from the Company's historical operating results and classified as
discontinued operations, were sold to a financial buyer for $5.0
million in gross proceeds. After payment of expenses, the
transaction generated net cash proceeds of approximately $4.9
million. Under the terms of the credit facility amendment
discussed above, the Company will use these net proceeds to make
certain earn-out payments that were due in May 2003 under purchase
agreements for prior acquisitions and to reduce outstanding
indebtedness under the credit facility.

"I am pleased that we have successfully completed the sale of our
non-core operations," stated Michael L. Schmickle, Chief Financial
Officer. "Under the business plan adopted by our Board of
Directors this past January, we determined that the long-term
strategic direction of the Company was best served if we divested
of certain print manufacturing businesses. The divestiture enables
the Company to continue its focus on core competencies and
generating operating cash flow."

During its fiscal year ended April 30, 2003, the Company had
recognized a $10.5 million loss, net of taxes, associated with the
discontinued operations. The Company's April 30, 2003 balance
sheet reflected the operations held for sale at their estimated
net realizable value of $5.0 million.

With the divestiture, Workflow has exited the print manufacturing
of various types of specialty packaging, folding boxes and vinyl,
flexographic and silkscreen labels and signs. Although the Company
has discontinued their physical production, Workflow will continue
to offer these printed products to its customers through its
extensive vendor network and its broad North American print
outsourcing and distribution capabilities.

Workflow Management, Inc. is a leading provider of end-to-end
print outsourcing solutions. Workflow services, from production of
logo-imprinted promotional items to multi-color annual reports,
have a reputation for reliability and innovation. Workflow's
complete set of solutions includes document design and production
consulting; full-service print manufacturing; warehousing and
fulfillment; and iGetSmart(TM) - one the industry's most
comprehensive e-procurement, management and logistics systems.
Through custom combinations of these services, the Company
delivers substantial savings to its customers - eliminating much
of the hidden cost in the print supply chain. By outsourcing
print-related business processes to Workflow, customers streamline
their operations and focus on their core business objectives. For
more information, go to http://www.workflowmanagement.com  


WORLDCOM INC: Secures Final Court Approval of MCI-SEC Settlement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved MCI's settlement with the Securities and Exchange
Commission. The settlement calls for a civil penalty to the
company of $2.25 billion to be satisfied by a $500 million cash
payment and $250 million in common stock to shareholders and
bondholders upon emergence from Chapter 11 protection. Coupled
with the July 7 approval of the settlement by the U.S. District
Court, this ruling resolves all claims by the SEC against the
company for its past accounting practices.

The following statement should be attributed to Stasia Kelly, MCI
general counsel:

"[Wednes]day's ruling represents a key milestone as MCI moves
toward emergence from Chapter 11 protection. It represents
additional validation of all the positive steps the company has
taken over the past year to both put its house in order and
establish itself as a leader in good corporate governance. We look
forward now to completing our confirmation hearing and emerging
from Chapter 11 protection."

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business
under the MCI brand name, is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers. With the industry's most expansive global IP backbone,
based on company-owned POPs, and wholly-owned data networks,
WorldCom develops the converged communications products and
services that are the foundation for commerce and communications
in today's market. For more information, go to http://www.mci.com


WORLDCOM INC: Says AT&T Misrepresent Facts in Its Allegations
-------------------------------------------------------------
This statement should be attributed to MCI:

"As we said in our court filing on Monday, we fully expected our
competitors to continue their efforts to obstruct our emergence
from Chapter 11, and that appears to be exactly what they are
doing.

"Under MCI's contract with DOD we are providing services that run
over the public network and we are, and have been, carrying these
calls appropriately. DOD makes the determination as to the
security requirements for their traffic over our network.

"As MCI is doing with previous allegations, we will thoroughly
investigate the new information as part of our ongoing internal
review, led by the law firm of Gibson, Dunn & Crutcher LLP. To
date, the preliminary review by MCI shows that AT&T has
misrepresented certain facts:

     * AT&T falsely claimed that national security was jeopardized
       by improper routing of government calls through Canada. The
       truth is secure government traffic travels over MCI's
       network via a dedicated connection and encryption, not
       through gateways. National security has not been
       compromised.

     * AT&T attempted to make it appear that MCI was illegally
       routing traffic through Canada to avoid paying access fees.
       The truth is MCI does not and has not itself routed traffic
       through Canada, though there would be nothing illegal if
       the company did. AT&T has itself been accused of improperly
       routing traffic through Alaska and Mexico.

     * AT&T and other competitors have attacked the practice of
       "least cost routing." The truth is least cost routing is an
       acceptable and legal industry practice. In fact, when
       allegations related to AT&T's handling of calls in Alaska
       and Mexico surfaced on Aug. 6, AT&T then admitted using
       least cost routing and said it was worldwide practice
       broadly sanctioned by the FCC.

     * AT&T has suggested that the amounts of money at issue are
       somehow material to MCI's plan of reorganization. The truth
       is that MCI routes only a small percentage of its traffic
       through Least Cost Routing companies, and only 0.5 percent
       of that traffic through Onvoy, yielding a savings to MCI of
       0.02 percent of the company's total telecommunications
       expenses.

     * While our competitors' claims seem salacious, the fact is
       none of them will have a material impact on MCI's plan of
       reorganization or inhibit its emergence from Chapter 11
       protection."

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business
under the MCI brand name, is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers. With the industry's most expansive global IP backbone,
based on company-owned POPs, and wholly-owned data networks,
WorldCom develops the converged communications products and
services that are the foundation for commerce and communications
in today's market. For more information, go to http://www.mci.com


WORLDCOM INC: AT&T Replies to Debtors' Monday Court Filing
----------------------------------------------------------
In a filing Wednesday in U.S. Bankruptcy Court, AT&T said
MCI/WorldCom's court filing earlier this week admits to the
deception and fraud that AT&T had alleged in its objections to
MCI/WorldCom's Plan of Reorganization for emerging from Chapter 11
bankruptcy.

AT&T's filing argued that MCI/WorldCom's response of Monday,
August 4, purposely avoided addressing the point of AT&T's fraud
allegations that the intent of the rerouting of calls was to
deceive and defraud AT&T into paying termination fees for the
calls.

MCI/WorldCom sought to justify the fraud scheme as legitimate
"least cost routing," but AT&T said: "'Least cost routing'
involves availing oneself of the lowest access charge available
from the terminating carrier, i.e., shopping for the lowest
charges from the terminating carrier. That is different in kind
from deceptively causing another carrier to pay that terminating
access charge," AT&T said.

"We're talking about the difference between shopping for bargains
and shopping with somebody else's credit card. The latter is
clearly a crime that people can go to jail for," AT&T Chief
Counsel James Cicconi said in commenting on AT&T's request for the
Bankruptcy Court's permission to seek damages it has suffered as a
result of the fraud.

AT&T's filing Wednesday also cited additional instances of
domestic U.S. Government telephone calls that were routed through
Canada for completion, including calls for the U.S. Department of
Defense, the U.S. Army and the U.S. Navy. On July 28, AT&T cited
domestic calling traffic of several U.S. Government agencies,
including the Department of State and the Postal Service, as part
of the scheme to defraud AT&T and its shareowners.

Further, the AT&T filing included examples of in-state calls
between the Wisconsin district offices of U.S. Rep. Ron Kind
(D-Wisc.). The offices are pre-subscribed to MCI/WorldCom for
long-distance calling, but calls between the offices were routed
over AT&T's network after being diverted through Canada.

AT&T's filing Wednesday said MCI/WorldCom achieved the deception
by:

* Separating out only the calls to the most expensive independent
  telephone companies, thus reducing the likelihood that the
  scheme would be discovered;

* Routing the calls through three intermediaries, thus hiding the
  fact that the calls were MCI/WorldCom's customers;

* Routing the calls through a foreign country, thus further
  concealing the source and setting up the next step; and

* Taking advantage of the knowledge that upon delivery to AT&T's
  network, MCI/WorldCom's "customer traffic commingled with
  literally trillions of minutes of calls on the AT&T network each
  year."

"Debtors (MCI/WorldCom) were well aware that even if AT&T had
known to look, AT&T could not have easily detected Debtors' high-
cost calls. Indeed, even after law enforcement notified AT&T of
Debtors' fraudulent diversion scheme, it took AT&T weeks to locate
the diversions in the ocean of data that AT&T's network
generates," AT&T said in its filing today.

Elsewhere in its filing, AT&T said that MCI/WorldCom's description
of its actions in admitting diverting traffic through Canada
misstate the nature of the scheme. Yet, AT&T said, the admissions
MCI/WorldCom made in its filing fall under the U.S. Seventh
Circuit Court of Appeal's Pattern Jury Instruction for Mail and
Wire Fraud, which state in part: "A scheme to defraud is a scheme
that is intended to deceive or cheat another and to ... cause the
loss of money or property to another."

In seeking to justify its fraudulent actions by disclosing that
detailed call-routing information traveled along with the voice
telephone calls, MCI/WorldCom failed to show it wasn't violating
the law, AT&T said.

"... The mere fact that there is disclosure during the course of
the scam does not eradicate the swindle," AT&T said. "So too, the
mere fact that a carrier discloses call detail as part of a scheme
to deceive or an artful stratagem does not in itself eliminate the
deception."

AT&T also denied MCI/WorldCom's assertions that it had
participated in shifting its costs to another carrier, saying that
the instances MCI/WorldCom cited in its filing were not fraudulent
activities and that the facts underlying the assertions were
either wholly distinguishable from the "Canadian Gateway" scheme
or irrelevant to it.


WORLDCOM INC: CTJ Urges Congress to Block $9BB Tax Loophole Grab
----------------------------------------------------------------
MCI, the notorious telecommunications company formerly known as
WorldCom that committed the nation's largest accounting fraud to
date, is trying to milk the public even further by creating an
enormous tax loophole that could cost America's taxpayers as much
as $9.5 billion over the next few years, according to a new report
issued by the nonprofit Citizens for Tax Justice.

"This loophole is indefensible, and Congress should clarify the
law to assure that MCI's latest attempted raid on the U.S.
Treasury is foiled," said CTJ Director Robert S. McIntyre. "MCI
has victimized the public enough with its unprecedented accounting
fraud. Our lawmakers must act quickly to stop MCI from taking
billions of dollars more out of the pockets of honest taxpayers."

According to the CTJ report, MCI is trying to get around a
longstanding requirement that companies whose debt is cancelled
must pay tax on the forgiven debt, in this case cancelled debt of
between $19 billion and $27 billion. The tax code allows companies
coming out of bankruptcy to postpone the tax temporarily, but MCI
claims that its tax -- between $6.7 billion and $9.5 billion --
should be totally eliminated.

To reach this bizarre conclusion, MCI argues that its cancelled
debt should be ignored because the loans were technically incurred
by its financial arm. Of course, the borrowed money was then used
to finance MCI's overall operations, but MCI then claims that this
inconvenient fact is irrelevant.

Although the purpose and history of the tax law in question make
it clear that MCI's position is indefensible, the language of the
federal statute in question is not as clear as it could be.
Bipartisan legislation now pending in the Senate and House would
remedy this oversight.

A five-page briefing paper explaining in more detail the issues in
MCI's attempted tax scam is available from Citizens for Tax
Justice at http://www.ctj.org


WORLDCOM INC: Plan Confirmation Hearing Adjourned Until Sept. 8
---------------------------------------------------------------
With the new scandal that rocked WorldCom, the Court held a
status conference on July 31, 2003 at 5:00 p.m. regarding the
scheduled deadlines and confirmation hearing dates for the
Debtors' Amended Reorganization Plan.

Judge Gonzalez extended the voting deadline to August 26, 2003 at
4:00 p.m. and adjourned the Plan Confirmation Hearing to September
8, 2003 at 9:00 a.m.  The Confirmation Hearing will continue
thereafter until its conclusion.  Confirmation objections related
to issues raised in the Second Supplement are due August 19, 2003
at 4:00 p.m.

Judge Gonzalez indicates that the recent developments need to be
set forth in a second supplement to the Disclosure Statement so
as to ensure that the disclosure process meets applicable
standards.

"Whether the allegations are justified or not is usually left to
speculation in the near term and must await some form of
adjudication or resolution.  However, those voting on the plan
should be provided disclosure of the allegations as well as the
Debtors' position concerning such allegations," Judge Gonzalez
said.

Judge Gonzalez emphasized that the Court's concern regarding
adequacy of disclosure should be viewed as a recognition of the
nature of the allegations in relation to the issue of disclosure.
It is not an indication of the Court's position as to the
viability or the materiality of the allegations, the impact of
the pendency of any litigation or investigations regarding these
allegations on the confirmation process, the outcome of any
litigation or investigations, or the motivation of any of those
who have made such allegations. (Worldcom Bankruptcy News, Issue
No. 33; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


W.R. GRACE: Exclusivity Extension Hearing Slated for August 25
--------------------------------------------------------------
For the fifth time, the W.R. Grace Debtors ask Judge Fitzgerald to
extend their exclusive period to file a plan of reorganization and
solicit acceptances of that plan from creditors.  The Debtors
want six more months.  The Debtors ask that their Exclusive Plan
Filing Period be extended to February 1, 2004, and, through April
1, 2004, the company retain the exclusive right to solicit
acceptances of that plan.

David W. Carickhoff, Esq., at Pachulski Stang Ziehl Young & Jones,
Wilmington, Delaware, reminds the Court that these Chapter 11
cases were filed as a result of mounting asbestos-related
litigation liabilities rather than as a result of difficulties
with the Debtors' core businesses.  Defining these liabilities,
then providing for payment of valid claims on a basis that
preserves the Debtors' core business operations is a complex
process.  Given its nature, this process could require significant
litigation, which will take time.

Considering the strength of their core businesses, the Debtors
contend that they will be able to file a viable plan of
reorganization in due course as the procedures for addressing the
asbestos-related claims unfold.  Amid intense opposition from
the Asbestos Committees over the process to be employed, the
Debtors have put into place a case management schedule that will
establish a system to efficiently manage the adjudication of the
myriad of asbestos-related claims against their estates.

A further extension of the Debtors' exclusive periods will not
harm creditors and other parties-in-interest, Mr. Carickhoff
assures the Court.  Indeed, Mr. Carickhoff says, a termination of
the exclusive periods would defeat the very purpose behind
Section 1121 of the Bankruptcy Code, which is to afford the
Debtors a meaningful and reasonable opportunity to negotiate with
their creditors and to then propose and confirm a consensual plan
of reorganization.  Mr. Carickhoff contends that termination of
the exclusive periods would signal a loss of confidence in the
Debtors and their reorganization efforts.  "The Debtors' core
businesses would deteriorate, value would evaporate, and
everybody would lose," Mr. Carickhoff says.

Mr. Carickhoff notes that extensions of the exclusive periods are
typical in multi-billion-dollar Chapter 11 cases in Delaware,
like In re Harnischfeger Industries, Inc., Bankr. Case No.
99-2171 (PJW) (multiple extensions totaling 20 months); In re
Loewen Group Int'l, Inc., Bankr. Case. No. 99-1244 (PJW)
(exclusive periods extended for 19 months); In re Montgomery Ward
Holding Corp., Bankr. Case No. 97-1409 (PJW) (exclusive periods
extended for 21 months); and In re Trans World Airlines, Inc.,
Bankr. Case No. 02-115 (HSB) (exclusivity extended for 20
months).

By application of Del.Bankr.L.R. 9006-2, the Debtors' exclusive
period to file a plan of reorganization is automatically extended
through the conclusion of the August 25, 2003, hearing on the
Debtors' request. (W.R. Grace Bankruptcy News, Issue No. 44;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


* PwC Says Public Co. Bankruptcies to Reach 4-Year Low in 2003
--------------------------------------------------------------
Public company bankruptcy filings will reach a four-year low in
2003, according to PricewaterhouseCoopers' six-month update of its
2003 Phoenix Forecast. In the first half of 2003, public company
filings numbered 76, the fewest bankruptcies during any six-month
period since the first half of 2000, and bankruptcy assets at
filing totaled only $38 billion, compared to $104 and $147 billion
for the first halves of 2001 and 2002 respectively.
PricewaterhouseCoopers expects the downward trend to continue,
forecasting only 160 total filings in 2003, compared to 189 in
2002, a record 257 in 2001, and 179 in 2000.

"Many companies have taken advantage of a low federal funds target
rate and increased investor appetite for corporate bonds in order
to reduce corporate interest rates and improve balance sheets,"
according to Carter Pate, managing partner of
PricewaterhouseCoopers Financial Advisory Services. "Internal
corporate governance and corporate board changes may have also
contributed to a decline in unanticipated bankruptcies, as new
corporate directors have taken on increased authority to remove
management suspected of financial manipulation."

Compared with public company filings in 2001 and 2002, filings
resulting from corporate governance issues have declined
significantly in 2003, as have filings by companies with $3
billion or more in assets and those with investment-grade-rated
debt.

                    Industries in Distress

Distressed industries identified in PricewaterhouseCoopers' 2003
Phoenix Forecast accounted for 41% of the filings in the first six
months of 2003, including

-- Telecommunications (primarily wirelines and wireless carriers)   
   -- 27% of total bankruptcy assets in the first half of 2003;

-- Machinery and equipment production (primarily semiconductor and
   communications equipment manufacturing);

-- Business services (mainly computer software and management
   consulting); and

-- Industrial metals and mining (primarily steel and aluminum).

Additional industries that experienced a high proportion of
bankruptcies included:

-- Health (primarily pharmaceutical manufacturers and health
   services); and

-- Wholesale and retail trade (primarily food and miscellaneous
   retail).

PricewaterhouseCoopers -- http://www.pwc.com-- is the world's  
largest professional services organization. Drawing on the
knowledge and skills of more than 125,000 people in 142 countries,
we help our clients solve complex business problems and measurably
enhance their ability to build value, manage risk and improve
performance in an Internet-enabled world.


* BOOK REVIEW: The Money Wars: The Rise and Fall of the Great
                               Buyout Boom of the 1980s
-------------------------------------------------------------
Author:     Roy C. Smith
Publisher:  Beard Books
Softcover:  370 pages
List Price: $34.95
Review by David Henderson

Get your own personal today at
http://www.amazon.com/exec/obidos/ASIN/1893122697/internetbankrupt

Business is war by civilized means.  It won't get you a tailhook
landing on an n aircraft carrier docked in San Diego, but the
spoils of war can be glorious to behold.

Most executives do not approach business this way.  They are
content to nudge along their behemoths, cash their options, and
pillage their workers.  This author calls those managers "inertia
ridden."  He quotes Carl Icahn describing their companies as run
by "gross and widespread incompetent management."

In cycles though, the U.S. economy generates a few business
warriors with the drive, or hubris, to treat the market as a
battlefield.  The 1980s saw the last great spectacle of business
titans clashing.  (The '90s, by contrast, was an era of the
investment banks waging war on the gullible.)  The Money Wars is
the story of the last great buyout boom.  Between 1982 and 1988,
more than ten thousand transactions were completed within the U.S.
alone, aggregating more than $1 trillion of capitalization.

Roy Smith has written a breezy read, traversing the reader through
an important piece of U.S. history, not just business history. Two
thirds of the way through the book, after covering early twentieth
century business history, the growth of financial engineering
after WWII, the conglomerate era, the RJR-Nabisco story, and the
financial machinations of KKR, we finally meet the star of the
show, Michael Milken.  The picture painted by the author leads the
reader to observe that, every now and then, an individual comes
along at the right time and place in history who knows exactly
where he or she is in that history, and leaves a world-historical
footprint as a result.  Whatever one may think of Milken's ethics
or his priorities, the reader will conclude that he is the
greatest financial genius this country has produced since J.P.
Morgan.

No high-flying financial era has ever happened in this country
without the frothy market attracting common criminals, or in some
cases making criminals out of weak, but previously honest men (and
it always seems to be men).  Something there is about testosterone
and money.  With so many deals being done, insider trading was
inevitable.  Was Michael Milken guilty of insider trading?
Probably, but in all likelihood, everybody who attended his lavish
parties, called "Predators' Balls," shared the same information.
Why did the Justice Department go after Milken and his firm,
Drexel Burnham Lambert with such raw enthusiasm?  That history has
not yet been written, but Drexel had created a lot of envy and
enemies on the Street.

When a better history of the period is written, it will be a study
in the confluence of forces that made Michael Milken's genius
possible: the sclerotic management of irrational conglomerates, a
ready market for the junk bonds Milken was selling, and a few
malcontent capitalist like Carl Icahn and Ted Turner, who were
ready and able to wage their own financial warfare.

This book is a must read for any student of business who did not
live through any of these fascination financial eras.

Roy C. Smith is a professor of entrepreneurship, finance and
international business at NYU, and teaches on the faculty there of
the Stern School of Business.  Prior to 1987, he was a partner at
Goldman Sachs.  He received a B.S. from the Naval Academy in 1960
and an M.B.A. from Harvard in 1966.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C.
de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A.
Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***