TCR_Public/030811.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, August 11, 2003, Vol. 7, No. 157   

                          Headlines

ACTERNA: Court OKs Settlement, Allowing JP Morgan to File Claim
AIR CANADA: Seeks Clearance to Pay $4MM Obligation to Lufthansa
AIR CANADA: June 30 Balance Sheet Insolvency Widens to $3 Bill.
ALKERMES INC: June 30 Net Capital Deficit Balloons to $34 Mill.
AMERCO: Committee Asks Court to Establish Trading "Ethical Wall"

AMERICAN RESTAURANT: Kachani Replaces Roberts as Director
AMERICREDIT: Fitch Keeps B Rating on Results Delay Announcement
AMERICREDIT: S&P Places B+ Counterparty Rating on Watch Negative
A NOVO BROADBAND: Gets Exclusivity Extension through August 29
AQUILA INC: Will Host Second Quarter Conference Call Tomorrow

ARES III: Fitch Downgrades Ratings on Three Note Classes
ARMSTRONG HOLDINGS: AWI Asks Court to Disallow Dal-Tile Claim
ARTISOFT INC: June 30, 2003 Balance Sheet Upside-Down by $320K
ASPEN TECHNOLOGY: Fiscal Fourth Quarter Net Loss Stands at $18MM
BUILDING MATERIALS: S&P Assigns BB- Rating to $300M Bank Loan

BURLINGTON: Files First Amended Plan and Disclosure Statement
CALPINE: Prices $750 Million Term Loans & Secured Notes Offering
CALPINE CONSTRUCTION: S&P Assigns B Corporate Credit Rating
CARECENTRIC CORP: June 30 Balance Sheet Upside-Down by $15 Mill.
CELLSTAR CORP: Brings-In Grant Thornton to Replace KPMG LLC

CHAMPIONLYTE: Reclaims Old Fashioned Syrup Company Subsidiary
CONGOLEUM CORP: Senior Bondholders Okay Indenture Amendments
CONSOLIDATED FREIGHTWAYS: Auctioning-Off CFL Unit on August 25
CTC COMMS: Enters Investment Agreement with Columbia Ventures
DANKA BUSINESS: Pricing Competition Spurs S&P's Negative Outlook

DEAN FOODS: Second Quarter Results Reflect Slight Improvement
E2 COMMS: Litigation Trust Employs Marjorie Firm as Counsel
EASYLINK SERVICES: Staves-Off Nasdaq Delisting After Hearing    
E-CENTIVES INC: June 30 Working Capital Deficit Tops $1.7 Mill.
ENERGY PARTNERS: Second Quarter Results Zooms into Positive Zone

EQUITY INNS: Reports Weaker Performance for Second Quarter 2003
FLEMING COS: Court Okays Blackstone's Retention as Fin'l Advisor
FOSTER WHEELER: June 27 Net Capital Deficit Widens to $830 Mill.
FRANKLIN CLO IV: S&P Assigns BB Rating to $8 Mill. Class E Notes
FREMONT GENERAL: Declares 33% Increase in Shares Cash Dividend

GALEY & LORD: Wants More Time to Make Lease-Related Decisions
GLIMCHER REALTY: Prices $60 Million Perpetual Preferred Offering
GRESHAM STREET: S&P Assigns BB+ Preferred Share Rating
HANOVER DIRECT: June 28 Balance Sheet Insolvency Widens to $65MM
HYTEK MICROSYSTEMS: Q2 Results Swing-Down to Net Loss of $40K

IASIS HEALTHCARE: S&P Ups Credit & Sec. Bank Loan Ratings to B-
INTEGRATED HEALTH: Gets Court Clearance to Use $3.7M Trust Funds
INTERNET CAPITAL: June 30 Net Capital Deficit Burgeons to $93MM
KASPER A.S.L.: Jones Apparel Pitches Best Bid to Acquire Assets
KENTUCKY ELECTRIC: Amends Asset Purchase Agreement with KES

LAIDLAW: Judge Kaplan Says Yes to Cooper's $8.5MM Success Fee
LEAP WIRELESS: Brings-In UBS Warburg as Financial Advisor
MIRANT: Wants Court Nod to Hire Ordinary Course Professionals
MMI PRODUCTS: S&P Cuts Ratings Due to Slumping Credit Measures
MORTGAGE CAPITAL: S&P Affirms B/B- Ratings on Class H & J Notes

MSF FUNDING: S&P Affirms BB/B Ratings on Class C and D Notes
NANTICOKE HOMES: Hires Knupp Kodak as Collections Counsel
NAPRO BIOTHERAPEUTICS: July 2 Working Capital Deficit Tops $7MM
NAT'L STEEL: Obtains Go-Signal for USWA Memorandum of Agreement
NATIONAL WARRANTY: Cayman Court Declares Insurer Insolvent

NEXTCARD INC: Disclosure Statement Hearing Today in Wilmington
NEXT GENERATION: Elects Carl Pahapill as New Board Chairman
NOMURA CBO: S&P Further Junks Class A-3 Notes Rating to CCC-
NORTEK INC: Reports Strong Growth for Second Quarter Results
NPS PHARMA: S&P Assigns Low-B Credit and Sr. Unsec. Debt Ratings

OHIO CASUALTY: Reports Slight Decline in Second Quarter Results
OMNICARE INC: Board Declares Quarterly Cash Dividend
OWENS CORNING: Wants to Make Contributions to Pension Plan
PEGASUS SATELLITE: Closes $100 Million Senior Secured Facility
PEGASUS SATELLITE: Redeeming 12.50% Senior Sub. Notes on Sept. 2

PENN TRAFFIC: Closes $270M DIP Financing & Joseph Fisher Resigns
PENTON MEDIA: June 30 Net Capital Deficit Slides-Up to $75 Mill.
PEREGRINE SYSTEMS: Completes Ch. 11 Reorganization Proceedings
PEREGRINE SYSTEMS: Will File SEC Forms 10-K and 10-Q in October
PEREGRINE SYSTEMS: Makes $18 Million Payment to Kilroy Realty

PG&E NAT'L: U.S. Trustee Appoints NEG Unsecured Creditors' Panel
PILLOWTEX: Turns to KPMG as Accountants and Financial Advisors
PRIMUS TELECOMMS: Plans to Redeem $10 Million of 11.75% Bonds
RADIO ONE: Reports Slightly Improved Second Quarter 2003 Results
RURAL/METRO: Wins Five-Year Renewal Contract with Indy Motor

SAFETY-KLEEN: Systems' $135 Mill. Senior Security Credit Terms
SAMSONITE: S&P Ups & Removes Low-B & Junk Ratings from Watch
SOTHEBY'S HOLDINGS: Q2 Financial Results Show Weaker Performance
SPIEGEL GROUP: July 2003 Net Sales Tumble 29% to $99 Million
SR TELECOM: Will Publish Second Quarter Results on August 29

SURGICARE: Engages Mann Frankfort as New Independent Auditors
TANGRAM ENTERPRISE: June 30 Working Capital Deficit Tops $1MM
TENET HEALTHCARE: June 30 Shareholder Deficit Stands at $5.5BB
TRENWICK GROUP: Enters Long-Term Debt Restructuring Agreement
TRITON AVIATION: Fitch Hatchets Ratings on 4 Classes to BB- & C

TRITON PCS: June 30 Net Capital Deficit Balloons to $267 Million
TYCO INT'L: SEC Declares Shelf Registration Statement Effective
UNITED AIR LINES: Selected Aircraft Debt Ratings Downgraded
UNITED AIRLINES: US Bank Demands Cure Default and Rent Payments
UNIVERSAL ACCESS: June 30 Balance Sheet Upside-Down by $320,000

US ONCOLOGY: Reports Improved Second Quarter Financial Results
US UNWIRED: June 30 Net Capital Deficit Doubles to $160 Million
WACHOVIA BANK: S&P Assigns Low-B's to Six 2003-C6 Note Classes
WHX CORP: Ratings Off Watch Following Separation from WPC Unit
WINN-DIXIE: Fiscal Fourth-Quarter Net Loss Hits $22 Million

WORLDCOM INC: Seeks Court Nod for Second Disclosure Statement
Z-TEL TECHNOLOGIES: June 30 Equity Deficit Widens to $116 Million

* Huron Consulting Brings-In Roy Ellegard as Managing Director

* BOND PRICING: For the week of August 11 - 15, 2003

                          *********

ACTERNA: Court OKs Settlement, Allowing JP Morgan to File Claim
---------------------------------------------------------------
A certain Credit Agreement dated as of May 23, 2000 involves the
Acterna Corp. Debtors and these particular parties:

    * Acterna LLC as borrower;

    * JPMorgan Chase Bank -- successor to Morgan Guaranty Trust
      Company of New York -- as administrative agent;

    * Credit Suisse First Boston as syndication agent;

    * JPMorgan and Deutsche Bank Trust Company Americas as
      co-documentation agents for the Prepetition Credit
      Agreement; and

    * A consortium of various lenders.

To avoid conflicts that may arise from the Bar Date Order and the
filing of the Lenders' Claims under the Prepetition Credit
Agreement, the Debtors and JPMorgan stipulate, consent and agree
that:

(1) JPMorgan will file a single consolidated proof of claim for
     all claims in connection with the Prepetition Credit
     Documents, provided that nothing will affect the right of
     JPMorgan or any Lender to:

     (i) vote independently on any reorganization plan proposed in
         any of the Debtors' Chapter 11 cases; or

    (ii) file separate, individual proof of claim that may or may
         not be connected with the Prepetition Credit Documents;

(2) The Debtors acknowledge that any consolidated proof of claim
     filed by JPMorgan will be deemed filed against each of the
     Debtors who are party to any of the Prepetition Credit
     Documents; and

(3) Each consolidated proof of claim filed will expressly
     designate each separate Debtor which the claimants contend is
     liable and will be executed by the officer JPMorgan
     authorized.

Accordingly, Judge Lifland approves the Stipulation. (Acterna
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


AIR CANADA: Seeks Clearance to Pay $4MM Obligation to Lufthansa
---------------------------------------------------------------
Katherine L. Kay, Esq., at Stikeman Elliott LLP, advises the
Court that Air Canada intends to pay to Lufthansa $4,171,197 in
respect of its obligations pursuant to one of the Star Alliance
Agreements.  The amount was due on June 30, 2003.  It is Air
Canada's position that its relationship with Lufthansa and the
Star Alliance relationship are of critical commercial importance
and the discontinuance or termination of that relationship would
cause grave financial consequences to Air Canada and, therefore,
its stakeholders. (Air Canada Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


AIR CANADA: June 30 Balance Sheet Insolvency Widens to $3 Bill.
---------------------------------------------------------------
For the second quarter ended June 30, 2003, Air Canada reported an
operating loss before reorganization items of $270 million
compared to income of $62 million in the same quarter of 2002.

The revenue and traffic downturn experienced in the first quarter
intensified in the second quarter of 2003 primarily as a result of
the SARS crisis. On a network-wide basis, total operating revenues
declined $600 million or 24 per cent from the second quarter of
2002 mainly due to a deterioration in passenger revenues. Loss
before foreign exchange on long-term monetary items and income
taxes was $765 million and included reorganization items totaling
$426 million. Reorganization items represent revenues, expenses,
gains and losses, and provisions for losses that can be directly
associated with the reorganization and restructuring of the
business under the Companies' Creditors Arrangement Act (CCAA).
The net loss was $566 million compared to net income of $30
million in the second quarter of 2002.

On April 1, 2003, Air Canada obtained an order from the Ontario
Superior Court of Justice providing creditor protection under
CCAA. Air Canada also made a concurrent petition under Section 304
of the U.S. Bankruptcy Code.

"The airline's restructuring is progressing at a rapid pace.
Recognizing that the marketplace has changed forever, we made
permanent structural changes to our cost base in the early stages
of our restructuring," said Robert Milton, President and Chief
Executive Officer. "In just four months, we have successfully
restructured on a permanent basis a significant portion of our
operating costs, including salaries and wages across all employee
groups, and renegotiated many of our aircraft leases. The current
focus is on renegotiating the company's unsecured claims, all
significant commercial agreements and raising equity capital to
ensure financial stability upon exit from CCAA. We expect to file
a Plan of Arrangement in the fall with exit from CCAA anticipated
by the end of the year.

"While we achieved an operating cost reduction of $268 million or
11 per cent year over year, the significant and immediate revenue
and traffic shortfall caused by the SARS crisis, the lingering
impact of the war in Iraq as well as the continuing weak yield
environment resulted in an operating loss. Given the nature of our
business, I am satisfied that we reacted as quickly as feasible to
remove costs when faced with the unanticipated fall-out from SARS,
said Mr. Milton.

"The revenue shortfall was progressively disclosed on a monthly
basis throughout the quarter and as anticipated, over $400 million
of the revenue loss in the quarter can be directly attributed to
the impact of SARS following on the war in Iraq. Given two
consecutive outbreaks in Toronto, our main hub, in addition to our
extensive presence in Asia, Air Canada has been hit harder by SARS
than any other airline worldwide with the exception of certain
Asian Pacific carriers. The effect of the second Toronto outbreak
in late May was devastating with travelers avoiding Toronto as
both a destination and connecting point. Although the traffic
decline did bottom out in May and traffic trends showed some
improvement in June, international and transborder traffic to all
points in Canada continues to be affected. As the SARS crisis in
Toronto peaked at a time when travelers were firming up summer
travel plans, many international travelers avoided all of Canada
as a summer holiday destination with severe negative impact to the
entire Canadian tourism industry.

"Our quick actions to lower costs together with some recovery in
traffic, in part due to seasonal demand, reduced the operating
loss for June to $400,000 per day from a daily operating loss of
over $5 million in April.

"With the SARS crisis now largely over we are seeing some pick up
in demand overall in our network although the pricing environment
remains weak. While the third quarter should reflect some
improvement relative to the significant revenue drop in prior
months, the lingering effect of SARS is expected to continue for
the balance of the year. We currently expect the revenue shortfall
from SARS and the war in Iraq to be approximately $850 million for
the year. The overall year over year decline in revenue is
estimated to be well in excess of $1 billion. No meaningful
recovery is expected before the third quarter of 2004," concluded
Mr. Milton.

                        OPERATING RESULTS

For the quarter, consolidated passenger revenues declined $567
million or 26 per cent from the prior year on an 18 per cent
reduction to available seat mile capacity. The SARS crisis,
increased low cost competition, the lingering adverse effect on
passenger volumes from the war in Iraq and a weak economy
contributed to a passenger traffic decline of 21 per cent.
Passenger revenue per revenue passenger mile was down 7 per cent
from the second quarter of 2002 while passenger revenue per
available seat mile for the quarter was down 10 per cent.

Second quarter domestic passenger revenues were down $251 million
or 26 per cent on a 13 per cent reduction to ASM capacity.
Domestic passenger traffic was down 16 per cent due to lower
domestic and international demand resulting from the SARS crisis
in Toronto and to increased low cost competition. Reflecting price
competition as well as initiatives to stimulate traffic, domestic
yield was 12 per cent lower and domestic RASM declined 15 per cent
from 2002.

US transborder passenger revenues were down $137 million or 27 per
cent on an 18 per cent reduction to ASM capacity. In a weak market
with increased competition from US airlines, US transborder
traffic declined 18 per cent and yield decreased 12 per cent.

Other international passenger revenues were $179 million or 26 per
cent below the prior year. Atlantic revenues declined 11 per cent
with decreases of 8 per cent in yield and 4 per cent in both
traffic and ASM capacity over the prior year. The Pacific market
was severely impacted by the SARS crisis resulting in a 63 per
cent decline in passenger revenues. Pacific traffic was down 62
per cent on a 52 per cent reduction to flying capacity. South
Pacific, Caribbean, Mexico and South America revenues were down 8
per cent on reduced traffic.

Reflecting the reduction to flying capacity, cargo revenues
decreased $19 million or 13 per cent. Other revenues were $14
million or 6 per cent lower largely as a result of reduced
Aeroplan revenues and a decrease in third party aircraft
maintenance revenues in the Technical Services division.

For the quarter, total operating revenues declined $600 million or
24 per cent compared to the second quarter of 2002.

                       OPERATING EXPENSES

Operating expenses were down $268 million or 11 per cent from the
second quarter of 2002 on an 18 per cent reduction to ASM
capacity. Salaries, wages and benefits expense declined $40
million or 5 per cent. This decrease was mainly due to a reduction
of over 3,100 full-time equivalent employees and, starting in
June, changes to work rules and salaries for unionized and non-
unionized labor groups. Fuel expense decreased $25 million or 8
per cent due to reduced ASM capacity which was partly offset by
higher fuel prices compared to last year. Aircraft rent of $261
million was expensed in the quarter, however, cash rental payments
were not made due to the moratorium on aircraft lease payments
allowed under the Court order. Airport and navigation fees
decreased by $16 million or 8 per cent reflecting reduced aircraft
departures partially offset by increases in landing fees and
general terminal charges year-over-year. Aircraft maintenance
materials and supplies expense was down $34 million or 28 per cent
due to reduced flying activity and aircraft
retirements/reductions. Commission expense was $39 million or 39
per cent below the prior year resulting from reduced passenger
revenues and lower commission rates. Year-over-year cost
reductions were recorded in other categories including
communications and information technology, food, beverages and
supplies expenses and other expense areas.

                       REORGANIZATION ITEMS

As a result of the CCAA filing, the Corporation is following
accounting policies applicable to an entity under creditor
protection. As per Note 2 to the Consolidated Financial
Statements, revenues, expenses, gains and losses, and provisions
for losses that can be directly associated with the reorganization
and restructuring of the business have been reported separately as
"reorganization items".

Reorganization items totaling $426 million were recorded in the
second quarter of 2003 and were comprised of estimated claims for
repudiated leases, hedging adjustments, write-off of deferred
financing costs on compromised debt, amortization of DIP financing
fees, labor-related items, claims for the termination of contracts
and professional fees.

                       NON-OPERATING EXPENSE

While the Corporation is under creditor protection, interest
expense has been reported only to the extent that it will be paid
under the plan or that it is probable that it will be an allowed
claim. Consequently, net interest expense decreased $49 million
primarily due to the Corporation not recording interest expense on
unsecured debt.

A loss on disposal of assets of $46 million was recorded in the
2003 quarter mainly from a provision of $49 million related to the
write-down of a B747-400 aircraft. "Other" non-operating expenses
in 2003 amounted to $18 million largely related to foreign
exchange adjustments.

In the second quarter of 2003, Air Canada recorded $205 million of
income from foreign exchange fluctuations on long-term monetary
assets and liabilities mainly attributable to the strengthening of
the Canadian dollar. This compared to income of $19 million in the
second quarter of 2002.

                            CASH FLOW

The Court stay order enabled a moratorium on all aircraft lease
payments. In addition, on the basis of the order, the Corporation
has ceased making payments of principal and interest on debt as
well as on pre-petition accounts payable subject to compromise.

Cash flows from operations amounted to $188 million in the
quarter, a $107 million improvement from the 2002 quarter. Cash
flows from operations improved mainly due to payment deferrals
under the CCAA filing and other factors as further described
below:

- accounts payable and accrued liabilities provided cash of $194
  million in the quarter. This improvement was mostly as a result
  of the CCAA filing and Court order placing a stay on pre-
  petition accounts payable subject to compromise which was
  partially offset by cash outflows due to accelerated payment
  terms for certain goods and services received subsequent to the
  CCAA filing.

- advance ticket sales provided cash of $57 million in the
  quarter; however, this was $70 million below the second quarter
  of 2002 due to lower advance bookings.

- aircraft lease payments less than (in excess of) rent expense
  provided cash of $255 million due to the moratorium on aircraft
  lease payments allowed under the Court order. As a result of the
  moratorium on aircraft lease payments, contractual payments of
  approximately $326 million were not paid during the quarter.

- "other" cash used for operations was $142 million due in large
  part to payments made to financial institutions, passenger
  settlement systems and other trade vendors following the CCAA
  filing.

The Corporation received net proceeds of $315 million from the
CIBC credit facility issued in connection with the new CIBC
contract. The principal on this secured CIBC facility may be
repaid through the purchase of Aeroplan miles by CIBC. DIP
financing fees of $62 million were paid during the quarter. As of
August 7, 2003, no funds have been drawn against the DIP facility
with General Electric Capital Canada Inc.

As at June 30, 2003, cash and cash equivalents amounted to $838
million.

                       YEAR-TO-DATE

For the first six months of 2003, the Corporation recorded an
operating loss before reorganization items of $624 million
compared to a loss of $98 million in 2002. Net loss, which
included $426 million of reorganization items, was $836 million
versus a net loss of $189 million in the prior year.

                  RESTRUCTURING UPDATE

Since filing for CCAA on April 1, 2003, Air Canada has achieved
significant progress in its restructuring process, including:

- development of a going-forward Restructuring Plan based on a new
  revenue model, major fleet restructuring, lower labour and other
  operating costs, reduced debt, enhanced liquidity and a revised
  product strategy;

- completion of a US$700 million debtor-in-possession (DIP)
  secured financing facility from General Electric Capital Canada
  Inc. which has not been drawn;

- restructuring of labour agreements with all Air Canada and Air
  Canada Jazz unions and implementation of productivity
  improvements and reductions to salary and wage costs across all
  employee groups which will allow the Corporation to achieve
  significant permanent cost reductions;

- conclusion of an amended affinity agreement with CIBC with
  respect to the CIBC Aerogold Visa card program and completion of
  a credit agreement which provided for a secured credit facility
  from CIBC under which the Corporation received net proceeds of
  $315 million;

- signing of a letter of intent with American Express with respect
  to a new co-branded consumer and corporate charge card program
  and Aeroplan's participation in American Express' Canadian and
  international Membership Rewards Programs;

- completion of a memorandum of understanding with General
  Electric Capital Aviation Services on the lease restructuring of
  106 GECAS financed and managed aircraft as well as on new exit
  and aircraft financing totaling approximately $1.8 billion;

- completion of a memorandum of understanding with International
  Lease Finance Corporation on the lease restructuring of 12
  aircraft;

- commencement of process of soliciting qualified parties to act
  as equity plan sponsor in its plan of arrangement to assist in
  funding its emergence from CCAA and to provide the necessary
  liquidity to execute its business plan, and commencement of an
  ancillary process involving the sale of a minority investment in
  Air Canada's wholly-owned affiliate, Aeroplan Limited
  Partnership. The Company is targeting to raise approximately
  $700 million of new equity investment;

- commencement of discussions with its largest lenders and
  detailed negotiations with its major suppliers;

- commencement of discussions with the Office of the
  Superintendent of Financial Institutions and representatives of
  all employee groups on alternative funding scenarios related to
  its Canadian pension plan;

- implementation of commercial restructuring initiatives such as a
  simplified, online domestic fare structure and the introduction
  of onboard restaurant service.

Air Canada's 2003 second quarter results are being made available
on Air Canada's Web site http://www.aircanada.comand at  
http://www.SEDAR.com

At June 30, 2003, Air Canada's balance sheet shows a working
capital deficit of about $700 million, and a total shareholders'
equity deficit of about $3 billion.

              Creditor Protection and Restructuring

On April 1, 2003, Air Canada obtained an order from the Ontario
Superior Court of Justice providing creditor protection under the
Companies' Creditors Arrangement Act. On April 1, 2003, Air
Canada, through its Court-appointed Monitor, also made a
concurrent petition for recognition and ancillary relief under
Section 304 of the U.S. Bankruptcy Code. The CCAA and U.S.
proceedings cover Air Canada and the following of its wholly-owned
subsidiaries: Jazz Air Inc., ZIP Air Inc., 3838722 Canada Inc.,
Air Canada Capital Ltd., Manoir International Finance Inc., Simco
Leasing Ltd., and Wingco Leasing Inc.  Aeroplan Limited
Partnership, Touram Inc., and Destina.ca Inc., are not included in
the filings.

The Court order provides for a general stay period that expires on
September 30, 2003, subject to further extension as the Court may
deem appropriate. This stay generally precludes parties from
taking any action against the Applicants for breach of contractual
or other obligations. The purpose of the stay period order is to
provide the Applicants with relief designed to stabilize
operations and business relationships with customers, vendors,
employees and creditors. During the stay period, Air Canada is
developing its revised business plan and negotiating new
arrangements with creditors (including aircraft lessors) and labor
unions with a view to having those arrangements completed prior to
proposing a final plan of arrangement. Progress has been made in
these discussions as further explained below.

The Applicants continue operations under the provisions of the
Court orders. The Applicants are undertaking an operational,
commercial, financial and corporate restructuring and will propose
a plan of arrangement, which will be submitted to the Court for
confirmation after submission to any required vote to creditors
for approval. A plan of arrangement would establish, among other
things, the settlement of the Applicants' compromised liabilities
and the reorganized entity's capital structure.

The filings triggered defaults on substantially all of the
Applicants' debt and lease obligations. The stay period order
stays most actions against the Applicants, including actions to
collect pre-filing indebtedness or to exercise control over the
Applicants' property. As a result of the stay, the Applicants have
ceased making payments of interest and principal on debt. As
previously stated, Air Canada's restructuring plan contemplates
that all unsecured debt will be converted into equity of the
restructured entity. The order also grants the Applicants with the
authority, among other things, a) to pay outstanding and future
employee wages, salaries and employee benefits and other employee
obligations; b) to honor obligations related to airlines tickets
and Aeroplan redemptions; and c) to honor obligations related to
the Applicants' interline, clearing house, code sharing and other
similar agreements.

Concurrent with the filing on April 1, 2003, the Corporation
declared a moratorium on aircraft lease payments. Pursuant to such
moratorium, contractual payments of approximately $326 were not
paid during the quarter. The Corporation is currently in
negotiations with its lessors to restructure its lease
obligations.


ALKERMES INC: June 30 Net Capital Deficit Balloons to $34 Mill.
---------------------------------------------------------------
Alkermes, Inc. (NASDAQ:ALKS) today reported its financial results
for the three-month period ended June 30, 2003. The net loss on a
GAAP basis for the quarter ended June 30, 2003 was $30.6 million
as compared to a net loss of $45.3 million for the three months
ended June 30, 2002. Included in the net loss for the three months
ended June 30, 2002 is a $24.2 million noncash charge related to
the equity investment Alkermes made in Reliant Pharmaceuticals,
LLC in December 2001.

                       Pro Forma Results

Pro forma net loss for the three months ended June 30, 2003 was
$28.2 million compared to a pro forma net loss of $21.0 million
for the three months ended June 30, 2002. The pro forma net loss
for the three months ended June 30, 2003 excludes a $3.8 million
noncash derivative charge associated with the provisional call
structure of the Company's 6.52% convertible senior subordinated
notes issued in December 2002, as well as $1.4 million of other
noncash income recognized on the net increase in the fair value of
warrants held in connection with licensing arrangements. Pro forma
net loss for the quarter ended June 30, 2002 excludes a $24.2
million noncash charge related to our investment in Reliant. The
increase in the pro forma net loss for the current period as
compared to the same period of the prior year was primarily due to
a reduction in the revenues reported relating to the Company's
collaboration with Eli Lilly and Company following the
restructuring of the programs in December 2002 to provide upfront
funds for development activities in calendar 2003 and into 2004,
and changes in the stage of several other collaborative
agreements.

Alkermes is providing pro forma results as a complement to results
provided in accordance with accounting principles generally
accepted in the U.S.  The pro forma net loss excludes the noncash
derivative charge related to the provisional call structure of the
6.52% Senior Notes, other noncash income recognized on the net
increase in the fair value of warrants held in connection with
licensing arrangements and the noncash charge related to the
Company's investment in Reliant. The changes in the fair value of
the warrants are likely to recur and will be recorded either as a
gain or a loss, depending on the market value of the securities
underlying the warrants. Management believes this pro forma
measure helps indicate underlying trends in our ongoing operations
by excluding the above items that are unrelated to our ongoing
operations.

                         Revenues

Total revenues were $4.3 million for the quarter ended June 30,
2003 compared with $10.3 million for the three months ended
June 30, 2002. Total manufacturing and royalty revenues were $1.5
million for the quarter ended June 30, 2003, including $1.1
million of manufacturing and royalty revenues for Risperdal
Consta(TM). During the quarter, the Company conducted its semi-
annual shutdown of the Risperdal Consta facility in Ohio. In July
2003, the Company resumed manufacturing and began multi-shift
operations at this facility in anticipation of approval of
Risperdal Consta in the U.S. Johnson & Johnson has filed for
approval of Risperdal Consta around the world. To date, the
product has been approved for sale in 35 countries outside the
U.S. and Janssen-Cilag, a wholly owned subsidiary of Johnson &
Johnson, is currently marketing Risperdal Consta in 15 of those
countries.

Research and development revenue under collaborative arrangements
for the three months ended June 30, 2003 was $2.8 million compared
to $10.3 million for the quarter ended June 30, 2002. The decrease
was primarily a result of the restructuring of our AIR(R) insulin
and AIR hGH programs with Lilly, changes in the Company's
partners, as well as changes in the stage of several other
collaborative programs. Beginning January 1, 2003, Alkermes no
longer records research and development revenue for work performed
on the Lilly programs, but instead uses the proceeds from Lilly's
purchase of $30 million of the Company's Convertible Preferred
Stock in December 2002 to pay for development costs into calendar
year 2004. Also in December 2002, the royalty rate payable to
Alkermes based on revenues of potential inhaled insulin products
was increased. Lilly has the right to return the Convertible
Preferred Stock to the Company in exchange for a reduction in this
royalty rate.

Alkermes Inc.'s June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $34 million.

                    Cost of Goods Manufactured

For the three months ended June 30, 2003, the cost of goods
manufactured was $2.6 million, consisting of approximately $1.4
million for Risperdal Consta and approximately $1.2 million for
Nutropin Depot(R).

     Research and Development/General and Administrative Expenses

There were $21.7 million in research and development expenses and
$5.8 million in general and administrative expenses for the three
months ended June 30, 2003. This compares with $24.6 million in
research and development expenses and $6.0 million in general and
administrative expenses for the three months ended June 30, 2002.
Research and development expenses were lower in the three months
ended June 30, 2003 primarily because the Company is now
separately reporting the cost of goods manufactured for its
commercial products, Risperdal Consta and Nutropin Depot. This
decrease was partially offset by an increase in occupancy costs
and depreciation expense related to the expansion of the Company's
facilities in both Massachusetts and Ohio. The decrease in general
and administrative expenses for the three months ended June 30,
2003 reflects a decrease in consulting costs, which were partially
offset by an increase in personnel costs and insurance costs.

                    Interest Income/Expense

Interest income for the three months ended June 30, 2003 was $1.0
million as compared with $1.4 million for the three months ended
June 30, 2002. The decrease in interest income was primarily the
result of a decline in interest rates. Interest expense was $3.5
million for the three months ended June 30, 2003 as compared to
$2.1 million for the same period in the prior year. The increase
resulted primarily from interest charges related to the 6.52%
Senior Notes issued in December 2002.

                        Other Income

Other income, net was $1.4 million in the three months ended June
30, 2003 as compared to $0 for the three months ended June 30,
2002. This amount represents income recognized on the net increase
in the fair value of warrants held in connection with licensing
arrangements, which are recorded as derivatives in the
consolidated balance sheets. The recorded value of such warrants
can fluctuate significantly based on fluctuations in the market
value of the underlying securities of the issuer of the warrants.

          Derivative Loss Related to 6.52% Convertible
                    Senior Subordinated Notes

On June 18, 2003, the Company announced it had exercised its right
to automatically convert the 6.52% Senior Notes into its common
stock on July 18, 2003. The 6.52% Senior Notes contained a
provision that if the automatic conversion occurred on or prior to
December 30, 2004 or if the holders voluntarily converted prior to
December 30, 2004, the Company would pay additional interest equal
to two full years of interest on the converted notes or the "Two-
Year Interest Make-Whole," less any interest paid prior to
conversion. The Two-Year Interest Make-Whole represented an
embedded derivative. The value of the embedded derivative was
increased by $3.8 million in the quarter to reflect the full value
of amounts to be paid pursuant to the Two-Year Interest Make-
Whole. The total value of the derivative was approximately $17.1
million at June 30, 2003 and is reflected as a liability on the
consolidated balance sheets. On July 18, 2003, upon the conversion
of the then outstanding 6.52% Senior Notes and payment of the Two-
Year Interest Make-Whole, the embedded derivative was settled in
full and the balance was reduced to zero.

                       Cash and Investments

At June 30, 2003, Alkermes had total cash and investments of
$113.6 million as compared to $145.0 million at March 31, 2003.
The decrease in cash and total investments during the three months
ended June 30, 2003 was primarily a result of cash used to fund
Alkermes' operations, to acquire fixed assets and to make interest
and principal payments on its indebtedness.

                 Conversion of 6.52% Senior Notes

As discussed above, on June 18, 2003, the Company announced that
it had exercised its right to automatically convert all of its
outstanding 6.52% Senior Notes into shares of its common stock on
July 18, 2003. During July 2003, $150.7 million principal amount
of 6.52% Senior Notes were exchanged for shares of Alkermes'
common stock. Alkermes issued an aggregate of 20.9 million shares
of common stock in exchange for such notes, reflecting the value
of both the principal and interest.

On July 18, 2003, upon conversion of the remaining $23.8 million
principal amount of the 6.52% Senior Notes, the Company issued 3.1
million shares of common stock and paid $2.3 million in cash to
satisfy the Two-Year Interest Make-Whole payment. Alkermes
converted each $1,000 principal amount of these notes into
130.1744 shares of common stock and paid the holder an interest
payment of $97.80 in cash, representing the remaining 1.5 years of
interest due on the 6.52% Senior Notes.

Alkermes, Inc., is an emerging pharmaceutical company developing
products based on our sophisticated drug delivery technologies to
enhance therapeutic outcomes. Our areas of focus include:
controlled, extended-release of injectable drugs utilizing our
ProLease(R) and Medisorb(R) delivery systems and the development
of inhaled pharmaceutical products based on our proprietary
Advanced Inhalation Research, Inc. ("AIR(R)") pulmonary delivery
system. Our business strategy is twofold. We partner our
proprietary technology systems and drug delivery expertise with
many of the world's finest pharmaceutical companies and also
develop novel, proprietary drug candidates for our own account. In
addition to our Massachusetts headquarters, research and
manufacturing facilities, we operate research and manufacturing
facilities in Ohio.


AMERCO: Committee Asks Court to Establish Trading "Ethical Wall"
----------------------------------------------------------------
By this motion, the Official Committee of Unsecured Creditors in
the Chapter 11 cases of AMERCO and its debtor-affiliates asks the
Court to permit certain Committee members to trade in Amerco's
securities upon the establishment and implementation of an
"Ethical Wall".

The term "Ethical Wall" refers to a procedure established by an
institution to isolate its trading activities from its activities
as a member of an official creditors' committee.  An Ethical Wall
requires, among other things, the employment of different
personnel to perform committee functions and trading functions,
physical separation of the office and file spaces, procedures for
securing committee-related files, separate telephone and
facsimile lines for trading activities and committee activities,
and special procedures for the delivery and posting of telephone
messages.

Specifically, the Committee wants Judge Zive to declare that a
Committee member acting in any capacity will not violate its
duties as a Committee member -- and, therefore, will not subject
its claims to possible disallowance, subordination or other
adverse treatment -- by trading in Amerco's stock, notes, bonds
debentures, buying or selling participations in any of Amerco's
debt obligations, or other claims not covered by Rule 3001(e) of
the Federal Rules of Bankruptcy Procedure during the pendency of
Amerco's case, provided that the Committee member implements an
Ethical Wall to insulate its trading activities from the
activities related to its Committee service.

David B. Zolkin, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
Los Angeles, California, relates that bankruptcy courts, with
increasing regularity, permit creditors to trade in securities of
a debtor while serving on an official creditors' committee,
provided, such creditors establish an Ethical Wall to allow them
to serve on a committee without jeopardizing their livelihoods.

Accordingly, the Committee asks the Court to establish these
procedures:

    (1) Each Securities Firm will cause a duly authorized
        representative of that Securities Firm to execute a
        memorandum acknowledging that Committee Personnel may
        receive non-public information regarding the Debtor and
        that they are aware of the Screening Wall Procedures;

    (2) The memorandum will state that the Securities Firm is in
        compliance with the provisions of the Court Order and a
        copy of each memorandum will be forwarded to the
        Committee's counsel;

    (3) Committee Personnel of each Securities Firm will be
        different from that Securities Firm's trading personnel
        and will use physically separate office space, file
        space, phone lines and facsimile lines for the
        performance of their responsibilities;

    (4) Committee Personnel will not directly or indirectly share
        any non-public information concerning the Debtor or this
        Chapter 11 case with any other employees of their
        Securities Firm, except:

        (a) senior management of the Securities Firm who, due to
            its duties and responsibilities, has a legitimate
            need to know the information, provided that these
            individuals otherwise comply with the Screening Wall
            Procedures and use the information only in connection
            with their senior managerial responsibilities;

        (b) regulators, auditors and designated legal personnel
            for the purpose of rendering legal and compliance
            advice to Committee Personnel who will not share the
            non-public information with any other employees; and

        (c) to the extent that the information may be accessible
            by internal computer systems, the Securities Firm's
            administrative personnel who service and maintain the
            systems each of whom will agree not to share the
            non-public information with other employees and will
            keep the information in files inaccessible to other
            employees; and

    (5) Committee Personnel will establish procedures for the
        maintenance of all documents containing non-public
        information received in connection with, or generated
        from, Committee activities in secured files, which are
        physically separated from, and inaccessible to, other
        employees of their Securities Firm.

Mr. Zolkin contends that an Ethical Wall should be established
because:

    (a) there is no impediment in the federal securities laws or
        the Bankruptcy Code that bars it;

    (b) the Securities and Exchange Commission has recognized the
        value and legitimacy of an Ethical Wall in the securities
        law context;

    (c) it prevents the misuse of non-public information obtained
        through their activities as Committee members; and

    (d) it allows creditors to serve on a committee without
        risking the loss of beneficial investment opportunities
        for their clients or foregoing service and possibly
        compromise those same responsibilities by taking a less
        active role in the reorganization. (AMERCO Bankruptcy
        News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)


AMERICAN RESTAURANT: Kachani Replaces Roberts as Director
---------------------------------------------------------
On July 31, 2003, Anwar S. Soliman, exercising his rights, as
agent of the Management Stockholders, under the Securityholders
Agreement dated February 25, 1998, designated Thomas Kachani to
replace Ralph S. Roberts as a Director of American Restaurant
Group, Inc.  Mr. Roberts remains the Chief Executive Officer and
President of American Restaurant Group, Inc.

At March 31, 2003, American Restaurant Group's working-capital
deficit was $25.5 million.

As previously reported in Troubled Company Reporter, Standard &
Poor's lowered its corporate credit and senior secured debt
ratings on casual dining restaurant operator American Restaurant
Group Inc., to 'B-' from 'B'.

The outlook is negative. Los Altos, California-based American
Restaurant Group had about $160 million of debt outstanding as
of September 30 2002.


AMERICREDIT: Fitch Keeps B Rating on Results Delay Announcement
---------------------------------------------------------------
Fitch Ratings maintains the 'B' rating and Negative Rating Outlook
for AmeriCredit Corp.'s senior unsecured debt following ACF's
announcement of a delay in releasing operating results for quarter
and fiscal year ended June 30, 2003. Approximately $375 million of
debt is affected by this action.

ACF and its independent accountants are reviewing the accounting
treatment under Financial Accounting Standards Board's Statement
133, 'Accounting for Derivative Instruments and Hedging
Activities', of certain interest rate swaps that were entered into
prior to 2001 and used to hedge variable cash flows on credit
enhancement assets. This review will determine whether unrealized
losses originally classified in other accumulated other
comprehensive income should be reclassified to net income for
fiscal-year 2002 and the first nine months of fiscal-year 2003,
which may ultimately result in a restatement.

The amount of unrealized losses being reviewed totals
approximately $50 million pre-tax. Fitch will evaluate the results
of the review when finalized. Based on ACF's representation, Fitch
does not believe that any restatement will have a material effect
on previously reported cash flows or shareholders' equity because
any such unrealized losses that may be reclassified to net income
have already reduced shareholders' equity through other
accumulated comprehensive income.

Fitch notes that ACF appears to be performing to plan, and
unrestricted cash is modestly better than expectation.
Unrestricted cash balances increased by $79 million to $317
million at June 30, 2003, compared with $238 million at March 31,
2003. According to the company, ACF expects to hit required
enhancement levels in all pools that have exceeded specified
trigger levels during August, although additional pools will
breach triggers later in the year.

Fitch's concerns continue to emphasize asset quality performance
relative to chargeoffs and delinquencies, coupled with continued
pressures in used car prices. Annualized net charge-offs declined
to 7.4% of average managed auto receivables for the fourth quarter
of fiscal 2003, compared with net charge-offs of 7.6% for the
March 2003 quarter. Although, net chargeoffs have shown modest
improvement, the level continues to remain high.

Based in Fort Worth, TX, ACF has become the largest independent
subprime automobile finance company in North America. As of
June 30, 2003, ACF maintained $14.9 billion in managed automobile
finance receivables.


AMERICREDIT: S&P Places B+ Counterparty Rating on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' long-term
counterparty credit rating of AmeriCredit Corp. on CreditWatch
with negative implications. This action follows the company's
announcement that it will delay the release of operating results
for the quarter and fiscal year ended June 30, 2003.

The delay was prompted by a review by the company and its
independent auditors of the accounting treatment of certain
interest rate swap agreements. "The company has indicated no
anticipated changes in cash flow or total equity as a result of
the review; however, income statements and the components of
equity may require restatement," said credit analyst Lisa J.
Archinow, CFA. The impact of the review is estimated to be $50
million on a pretax basis.

Standard & Poor's acknowledges, as management has stated, that any
restatement as a result of this review will have no impact on cash
flow or total equity and that certain of its operating metrics
indicate improvement. Nevertheless, Standard & Poor's has
consistently maintained that AmeriCredit's business model
incorporates a relative high degree of risk. AmeriCredit has been
under pressure in large part as a result of asset quality issues.

Standard & Poor's will continue to monitor this situation, meet
with management, and resolve the CreditWatch pending further
developments.


A NOVO BROADBAND: Gets Exclusivity Extension through August 29
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, A Novo Broadband, Inc., obtained an extension of its
exclusive periods.  The Court gives the Debtor until August 29,
2003 the exclusive right to file their plan of reorganization and
until November 28, 2003 to solicit acceptances of that Plan.

A Novo Broadband, Inc., a business engaged primarily in the repair
and servicing of broadband equipment for equipment manufacturers
and operators of cable and other broadband systems in North
America, filed for chapter 11 petition on December 18, 2002
(Bankr. Del. Case No. 02-13708).  Brendan Linehan Shannon, Esq.,
M. Blake Cleary, Esq., at Young, Conaway, Stargatt & Taylor
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$12,356,533 in total assets and $10,577,977 in total debts.


AQUILA INC: Will Host Second Quarter Conference Call Tomorrow
-------------------------------------------------------------
Aquila, Inc., (NYSE:ILA) will conduct a conference call and
webcast to discuss 2003 second quarter results and information on
its operations and restructuring, including the company's progress
on international asset sales, tomorrow at 9:30 a.m. Eastern Time.
Participants will be Chief Executive Officer Rick Green, Chief
Operating Officer Keith Stamm and Chief Financial Officer Rick
Dobson.

To access the live webcast, go to Aquila's Web site at
http://www.aquila.comand click on Investors to find the webcast  
link. Listeners should allow at least five minutes to register and
access the presentation.

For those unable to access the live broadcast, replays will be
available for two weeks, beginning approximately two hours after
the presentation. Web users can go to the Investors section of the
Aquila Web site at http://www.aquila.comand choose Presentations  
& Webcasts.

Replay also will be available by telephone through August 19 at
800-405-2236 in the United States, and at 303-590-3000 for
international callers. Callers must enter the access code 546578
when prompted.

Based in Kansas City, Mo., Aquila operates electricity and natural
gas distribution networks serving customers in seven U.S. states,
Canada and the United Kingdom. The company also owns and operates
power generation assets. More information is available at
http://www.aquila.com

As reported in Troubled Company Reporter's April 15, 2003 edition,
Fitch Ratings assigned a 'B+' rating to the new $430 million
senior secured 3-year credit facility of Aquila, Inc. Fitch also
downgraded the senior unsecured rating of ILA to 'B-' from 'B+'.
Approximately $3 billion of debt has been affected. The senior
unsecured rating of ILA is removed from Rating Watch Negative. The
Rating Outlook for ILA's secured and unsecured ratings is
Negative.

Standard & Poor's Rating Services lowered its corporate credit and
senior unsecured rating on electricity and natural gas distributor
Aquila Inc., to 'B' from 'B+'. The ratings have also been removed
from CreditWatch where they were placed with negative implications
on Feb. 25, 2003. The outlook is negative. At the same time,
Standard & Poor's Rating Services assigned a 'B+' rating to
Aquila's new $430 million senior secured credit facility. The
issuer rating of Aquila Merchant Services Inc., was withdrawn.


ARES III: Fitch Downgrades Ratings on Three Note Classes
--------------------------------------------------------
Fitch Ratings has downgraded three classes of notes issued by Ares
III CLO Ltd. These downgrades are the result of Fitch's annual
review process. The following rating actions are effective
immediately:

-- $13,000,000 class B-1 senior secured floating-rate notes to
   'BBB-' from 'BBB';

-- $25,000,000 class B-2 senior secured fixed-rate notes to 'BBB-'
   from 'BBB';

-- $11,500,000 class C senior secured floating-rate notes to 'B'
   from 'BB'.

Ares III is a collateralized loan obligation primarily consisting
of senior secured loans, senior secured and unsecured debt, and
subordinate debt. The CLO has retained Ares CLO Management LLC
(Ares) as asset manager. The CLO is currently composed of 70.5%
floating-rate assets and 29.5% fixed-rate assets and diversified
among approximately 82 obligors.

According to the Ares III July 2, 2003 trustee report; the $365.5
million portfolio includes a par amount of $22.6 million (6.2%) in
defaulted assets. Additionally, the class A overcollateralization
(OC) ratio failed its 120% trigger at 119.4%. The class B OC
failed its 107.2% trigger at 106.6%, while the class C OC passed
its 103% trigger at 103.3%. As a result of Ares III's recent OC
failures, approximately $1.84 million was diverted to amortize the
class A-1 notes. The weighted average rating factor has increased
to approximately 51.6 ('B+/B'); from its initial WARF of 47.5
('BB-/B+'). The structure is still in its revolving period, which
ends January 2005. All classes of notes issued by Ares III are
scheduled to mature January, 2012.

Fitch has reviewed in detail the performance of Ares III. In
conjunction with this review, Fitch discussed the current state of
the portfolio with the collateral manager and their portfolio
management strategy going forward and conducted cash flow modeling
utilizing various default timing and interest rate scenarios.
After discussing the portfolio with Ares, Fitch believes that the
collateral manager is making efforts to improve the credit quality
of the portfolio with purchases of higher quality assets. Ares is
actively monitoring the portfolio on a daily basis.

Fitch will continue to monitor Ares III closely to ensure that its
ratings are accurate. Additional deal information and historical
data are available on the Fitch Ratings web site at
www.fitchratings.com'.


ARMSTRONG HOLDINGS: AWI Asks Court to Disallow Dal-Tile Claim
-------------------------------------------------------------
Rebecca L. Booth, Esq., at Richards Layton & Finger in Wilmington,
on behalf of Armstrong World Industries, Inc.:

      (A) objects to allowance of any claim by Dal-Tile
          International, Inc., against the Debtors' estates;

      (B) asks Judge Newsome to disallow Dal-Tile's proof of
          claim in its entirety; and

      (C) asserts a counterclaims against Dal-Tile for
          affirmative recovery of at least $1,361,888.66,
          together with a declaratory judgment that
          Dal-Tile is obligated to make all future payments
          of retrospective premiums relating to workers'
          compensation claims of employees of American
          Olean Tile Company.

In the alternative, AWI would be content with a declaratory
judgment that it is entitled to reimbursement of $1,000,000 owed
to Wachovia Bank NA, after a $1,000,000 drawdown by the
Commonwealth of Pennsylvania on a letter of credit securing Dal-
Tile's workers' compensation obligations for which the
Commonwealth has filed a proof of claim against AWI.

           The American Olean Stock Purchase Agreement

As of December 21, 1995, AWI, Armstrong Enterprises, Inc.,
Armstrong Finance Corporation and Dal-Tile entered into a Stock
Purchase Agreement pursuant to which Dal-Tile purchased from AEF
all of the outstanding stock of American Olean Tile Company, Inc.,
then a wholly owned subsidiary of AEF. The transaction under the
SPA closed on December 29, 1995.

Pursuant to the SPA, AWI agreed to indemnify Dal-Tile for certain
"AWI Indemnified Environmental Losses."  Under the terms of the
SPA, Dal-Tile's right to indemnification is limited to matters
"existing on or prior to" the Closing Date of the Stock Purchase.  
Moreover, the SPA imposes three monetary limits on Dal-Tile's
right to indemnification:

        (1) An Environmental Loss subject to indemnification is
            only defined as a loss that exceeds $50,000;

        (2) AWI's indemnification obligation is only effective to
            the extent that the Environmental Losses exceed
            $1,000,000 in the aggregate; and

        (3) There is a cap on AWI's indemnification obligation of
            $43 million, subject to adjustment.

Dal-Tile claims that it is entitled to indemnification for
Environmental Losses and has demanded the amount of $1,132,065,
representing amounts that it has incurred as of June 30, 2000.  
Dal-Tile claims that it incurred Environmental Losses in
connection with six matters for which it alleges it is entitled to
indemnification under the SPA.  These matters and the alleged
amounts incurred by Dal-Tile are:

      Site                        Amount Allegedly Incurred
      ----                        -------------------------
    North Penn 6                             $142,930
    Lansdale Pond Closure                    $314,056
    Lansdale Hazardous Substances            $959,943
    Salford Quarry                           $102,342
    Pine Grove Mine                          $359,372
    Cotton                                   $253,422

The total amount of Environmental Losses allegedly incurred by
Dal-Tile is $2,132,065., As Dal-Tile recognizes, AWI would only be
responsible for such Environmental Losses that exceed $1,000,000
in the aggregate; therefore, Dal-Tile claims $1,132,065, the
amount by which its alleged losses exceed $1 million.

                      Insurance Policies

The SPA required AWI to maintain insurance policies relating to
American Olean in effect between the date of that agreement
(December 21, 1995) and the date of closing (December 29, 1995),
eight days later.  AWI met this obligation. Since the transaction
involved the purchase of stock, American Olean remained
responsible for all of its own liabilities that were not expressly
assumed by AWI.

Dal-Tile also claims that AWI is obligated to reimburse it
$2,166,282.29 for insurance premiums that Dal Tile paid to cover
insurance premiums on a workers' compensation policy covering
American Olean's employees.

                       The Objection

AWI is objecting to the Dal-Tile Claim because Dal-Tile is not
entitled to any recovery on any aspect of its claim.  Although
Dal-Tile provides a narrative addendum to the Dal-Tile Claim, Dal-
Tile has not explained, either in the Dal-Tile Claim or otherwise:

       (1) how it incurred the Environmental Losses;

       (2) what the expenditures are for; or

       (3) how these expenditures relate to a matter "existing on
           or prior to" the date of closing.

Without this documentation and evidence, AWI cannot determine
whether the claimed losses are covered by the indemnification
provisions of the SPA and therefore objects to the Dal-Tile Claim.

          No Compliance With Indemnification Procedures

Moreover, Dal-Tile's right to indemnification is barred in whole
or part by its failure to comply with the requirements of the SPA
entitled "Procedures Relating to Indemnification."  Section
10.2(a) provides that, with respect to certain American Olean
Manufacturing Facilities (including the Lansdale, Pennsylvania
plant), Dal-Tile may not undertake to settle third-party claims or
undertake certain voluntary actions without AWI's consent.  The
amounts allegedly incurred by Dal-Tile in connection with the
matters Dal-Tile describes as "Lansdale Pond Closure" and
"Lansdale Hazardous Substances" (both at the Lansdale plant) were
incurred without AWI's consent  Also, the amounts incurred
by Dal-Tile in connection with the North Penn 6 matter ($142,930)
were incurred without AWI's consent.

                Improper Inclusion of Sale Costs

Ms. Booth believes that the claimed amounts relate to costs
incurred in connection with Dal-Tile's sale of the Lansdale
property to a third party. Specifically, in order to sell this
property, Dal-Tile elected to close a permitted surface
impoundment and take other actions, including removing asbestos
from parts of buildings where it was totally enclosed and
therefore regulatory compliant.  Such expenditures would not be
subject to indemnification wider the SPA because they would not
relate to a matter "existing on or prior to" the date of closing,
but rather would relate to Dal-Tile's subsequent decisions
concerning the use of the facility.

           No Claim for Voluntary Environmental Costs

To the extent that Dal-Tile incurs any environmental costs as a
result of any voluntary action undertaken in connection with the
closure or sale of an American Olean Manufacturing Facility, such
as the Lansdale, Pennsylvania, plant, Dal-Tile is required to
credit the amount of the sales price against the amount of AWI's
indemnification obligation. Ms. Booth also believes that Dal-Tile
(which merged with American Olean) received more from its sale of
the American Olean Lansdale, Pennsylvania, plant that it claims it
incurred in the matters it calls "Lansdale Pond Closure" and
"Lansdale Hazardous Substances." Accordingly, Dal-Tile is not
entitled to indemnification in connection with those matters.

The SPA also provides that with respect to Environmental Losses at
facilities that are not specifically designated as American Olean
Manufacturing Facilities under the Agreement, AWI is entitled to
control the defense of third party claims and determine whether to
undertake environmental response action, unless Dal-Tile or
American Olean gives notice with respect to any property that it
has closed or announced for closure, sale or other disposition.  
Because Dal-Tile and American Olean have not given such notice
with respect to any of the three non-Lansdale matters identified
by Dal-Tile (Salford Quarry, Pine Grove Mine and Cotton Grove
Landfill), Dal-Tile is precluded from recovering on its Claim with
respect to those matters because it is not authorized to incur
such costs without AWI's consent.

Further, under the SPA, Dal-Tile and American Olean are only
entitled to recover with respect to Environmental Losses those
expenses that are "commercially reasonable." The amounts alleged
by Dal-Tile are not commercially reasonable.  Because Dal-Tile is
only entitled to recover the amount of its Environmental Losses in
excess of $1 million, to the extent that portions of Dal-Tile's
claim for Environmental Losses are disallowed so that the
remainder of the Environmental Losses alleged by Dal-Tile would be
less than $1 million, then Dal-Tile would not be entitled to any
recovery for Environmental Losses.

                No Allowance of Contingent Claims

To the extent that Dal-Tile seeks recovery for sums that it has
not yet incurred, but for which it may be co-liable to the United
States or a State, then Dal-Tile's claim is a contingent claim for
indemnification, which must be disallowed pursuant to the
Bankruptcy Code.

             Dal-Tile's Claim for Insurance Premiums

Prior to the sale of American Olean in December 1995, workers'
compensation and liability insurance coverage for American Olean
was provided through insurance policies purchased by AWI from
Liberty Mutual.  The Liberty Policies are subject to a
retrospective premium adjustment.  Whenever Liberty Mutual makes a
payment under the Liberty Policies, AWI may be required to pay an
additional premium to Liberty Mutual according to a formula in the
Liberty Mutual retrospective premium agreement.  After the sale of
American Olean to Dal-Tile, the two companies merged, so that Dal-
Tile is the surviving company.

Also, after the sale of American Olean to Dal-Tile, Liberty Mutual
provided certain monthly bills to Dal-Tile attributable to
American Olean's Pre-Purchase Period losses.  At some point in
1998 or early 1999, Dal-Tile ceased to honor Liberty Mutual's
invoices directly, and Liberty Mutual began to send these bills to
AWI for payment.  AWI paid Liberty Mutual for these invoices and
requested reimbursement from Dal-Tile.  On February 11, 1999,
Liberty Mutual forwarded an invoice for certain retrospective
premiums to Dal-Tile in the amount of $187,593 for claims arising
out of Pre-Purchase Period liabilities.  AWI satisfied this
retrospective premium obligation when Dal-Tile refused to pay it.

At first, Dal-Tile complied with AWI's reimbursement requests.
Beginning in 2000, however, Dal-Tile refused to reimburse AWI for
the retrospective premium payments AWI made on behalf of Dal-Tile
and American Olean.  Although AWI repeatedly requested
reimbursement for retrospective premiums paid with respect to
these monthly bills, Dal-Tile, principally through its risk
manager, Debra Kiernan, declined to pay these amounts to AWI for
the sole reason that Dal-Tile objected to the documentation
provided by Liberty Mutual in support of these costs. Although AWI
has provided more information to Dal-Tile, to date Dal-Tile has
not reimbursed AWI for payments made to Liberty Mutual by AWI in
the total amount of $361,888.66.  Liberty Mutual has billed AWI
for an additional $128,820.06 for retrospective premiums with
respect to workers' compensation claims by American Olean
employees.  Further, Liberty Mutual has established additional
reserves in the amount of $824,835.78 with respect to workers'
compensation claims with respect to American Olean employees.

                    "Inadvertent Payments"

In its Claim, Dal-Tile seeks reimbursement for "inadvertent
payments" that Dal-Tile made to AWI in satisfaction of certain
monthly invoices that AWI paid on behalf of Dal-Tile when Dal-Tile
refused to pay them. In all, Dal-Tile states in its proof of claim
that it made $2,166,282.29 in "inadvertent payments" to Liberty
Mutual directly and to AWI in response to AWI's requests for
reimbursement.

Under the terms of the SPA, the obligation to pay retrospective
premiums for American Olean-related claims was transferred from
AWI to Dal-Tile.  Correspondence between Dal-Tile and AWI clearly
indicates that Dal-Tile recognized that Dal-Tile ultimately is
responsible for the payment of the retrospective premiums under
the Liberty Policies. These communications demonstrate that Dal-
Tile recognized and admitted that responsibility for the
retrospective premium obligations arising out of Liberty payments
with respect to American Olean obligations was transferred to Dal-
Tile when it purchased the stock of American Olean and does not
lie with AWI.

                      The Counterclaim

Starting in late 1998 and early 1999, AWI paid certain invoices
from Liberty Mutual with respect to retrospective premiums for
workers' compensation and liability insurance cover-age
attributable to American Olean's pre-purchase period losses in the
amount of $361,888.66. Under the terms of the SPA, AWI had no
obligation to make these payments, and these payments were the
responsibility of Dal-Tile and American Olean. In addition,
Liberty Mutual has billed AWI for an additional $28,820.06
in retrospective premiums, and has created reserves in the amount
of $824,835 78, with respect to retrospective premiums for
workers' compensation claims of American Olean employees.

AWI's Retrospective Premium Payments made to Liberty Mutual
rendered a valuable benefit to Dal-Tile as successor by merger to
American Olean by satisfying Dal-Tile's obligations to make
insurance premium payments.  AWI's Retrospective Premium Payments
were made to Liberty Mutual with the knowledge and consent of Dal-
Tile as the successor by merger to American Olean.

                         The Drawdown

On January 25, 2001, the Commonwealth of Pennsylvania Bureau of
Workers' Compensation presented a sight draft to Wachovia Bank,
N.A. to draw down $1,000,000 on Wachovia's Letter of Credit
because of a default on the payment of the workers' compensation
liability by Dal-Tile as the successor by merger to American
Olean.  Wachovia paid $1,000,000 as directed by the Commonwealth,
and has filed a proof of claim in this case, seeking that amount.  
Dal-Tile knew that it had the responsibility to make the
Retrospective Premium Payments to Liberty Mutual, which AWI paid
on their behalf, and that AWI reasonably expected to be reimbursed
for those amounts.  Dal-Tile also knew that it was its
responsibility, as successor by merger to American Olean, to
remain current on workers' compensation payments for American
Olean.

AWI therefore asks for a money judgment against Dal-Tile based on
theories of breach of contract, quantum meruit, and other causes
of action, in at least the amount of $1,361,888.86, representing
the Drawdown and the amounts paid as Retrospective Premium
Payments. (Armstrong Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


ARTISOFT INC: June 30, 2003 Balance Sheet Upside-Down by $320K
--------------------------------------------------------------
Artisoft(R), Inc. (Nasdaq: ASFTC), developer of the first
software-based phone system, reported its financial results for
the fourth quarter of fiscal 2003. Revenue increased 6% from the
previous quarter, highlighted by a 21% increase in end user sales
of the company's flagship TeleVantage(R) 5.0 products and a new
record high in overall TeleVantage sales in a quarter.

Artisoft reported revenue of $1.9 million and a net loss of $1.8
million. This sales figure includes a non-cash reduction of
approximately $100,000 for the amortized cost of equity relating
to Toshiba's investment in Artisoft in a prior period. These
results compare to revenue of $1.8 million and a net loss of $1.7
million for the third quarter of fiscal 2003, including a non-cash
reduction of approximately $25,000 for the amortized cost of
equity relating to Toshiba's investment. Earnings were impacted by
charges of approximately $400,000 for restructuring, as well as
professional services relating to activity associated with recent
registration statements and the company's Nasdaq listing. The loss
per common share in the fourth quarter of fiscal 2003 was $.59
compared to $.56 in the third quarter of fiscal 2003.

For the year ended June 30, 2003 Artisoft reported revenue of $6.6
million and a net loss of $7.0 million, which compares to revenue
of $6 million and a net loss of $8.4 million during fiscal 2002.
Reported revenue for 2003 and 2002 include a non-cash reduction of
approximately $250,000 and $375,000, respectively, for the
amortized cost of equity relating to Toshiba's investment in
Artisoft in a prior period. Gross margins during fiscal 2003
improved to 96% from 85% for fiscal 2002, largely as a result of
discontinuing hardware sales and growing high-margin TeleVantage
software sales.

Artisoft, Inc.'s June 30, 2003 balance sheet shows a working
capital deficit of about $1 million, and a total shareholders'
equity deficit of about $320,000.

"We continue to see growing demand for TeleVantage in the small-
to medium-size business market, where both our reseller and OEM
channels are gaining momentum," said Steve Manson, Artisoft's
president and CEO. "In addition, we are seeing increased interest
from large enterprise customers who are attracted to the
productivity and cost benefits of deploying TeleVantage over many
sites. The telecom industry's shift away from proprietary
hardware-based technologies to open systems solutions like
TeleVantage is becoming more apparent, and Artisoft is well-
positioned for leadership in the emerging, high-growth open
systems communications market."

Growing demand for TeleVantage also drove further expansion of the
Open Communications Alliance Program, a coalition of over 30
leading technology vendors who are collaborating with Artisoft to
develop standards-based solutions with TeleVantage as the focal
point. During the fourth quarter, the company forged relationships
with AudioCodes, Bits, Bytes & Megabytes, CoLinear Systems, Copia
International, Euroline AS, Incotesy, Logicphone, Scitec,
SpectraLink Corporation, Telephony Supply and Uniden to deliver
best-of-breed solutions that combine Voice over IP (VoIP), contact
management, order management, fax, predictive dialing, automatic
billing, telesales, and wireless features with the advanced
capabilities of TeleVantage.

During the fourth quarter, Artisoft also announced that Customer
Inter@ction Solutions(R) magazine has bestowed its CRM Excellence
Award on TeleVantage for the improvements realized by Nationwide
Home Loans. The annual award program honors products and services
that have proven invaluable in helping their clients execute
successful CRM strategies and maintain customer relationships from
acquisition through retention. In addition, Artisoft launched the
Artisoft Certified Engineers partner program, which is designed to
certify, recognize, and promote telephony integrators with proven
expertise in creating custom applications based on TeleVantage,
using open systems and the TeleVantage Software Development Kit.

Artisoft has begun mailing to its stockholders its definitive
proxy materials relating to its special meeting of stockholders
scheduled for September 9, 2003 concerning the proposed $4 million
financing announced by Artisoft on June 30, 2003.

Artisoft Inc., is a leading developer of open, standards-based
telephone systems that bring together voice and data for more
powerful and productive communications. Artisoft's TeleVantage
delivers greater functionality, flexibility, and value than
proprietary PBXs to a variety of customers, from small offices to
large enterprise organizations with sophisticated call centers.
The company's innovative products have consistently garnered
industry recognition for technical excellence, winning more than
30 awards. The company distributes its products and services
worldwide through a dedicated and growing channel of authorized
resellers. For more information, visit http://www.artisoft.com  


ASPEN TECHNOLOGY: Fiscal Fourth Quarter Net Loss Stands at $18MM
----------------------------------------------------------------
Aspen Technology, Inc., (NASDAQ: AZPN) reported financial results
for its fourth quarter and fiscal year ended June 30, 2003.

Total revenues for the fourth quarter were $82.8 million, with
software license revenues totaling $38.5 million, and services
revenue totaling $44.2 million. On a Generally Accepted Accounting
Principles basis, AspenTech reported a net loss to common
shareholders of $18.2 million, or $0.47 per share.

The GAAP net loss reflects $18.5 million of restructuring charges,
approximately half of which relates to adjustments in accruals for
facility costs. In addition, approximately $6 million of the
charge relates to accruals for the company's upcoming Federal
Trade Commission litigation. The company issued a separate
announcement in which it responded to a formal complaint by the
FTC challenging its acquisition of Hyprotech, which was completed
in May 2002.

On a pro forma basis, AspenTech posted net income of $2.7 million,
or $0.07 per share. This represents the third consecutive quarter
of growth in pro forma earnings per share. Pro forma results
exclude the restructuring and other charges and $2.4 million in
preferred stock dividend and discount accretion.

"Our fourth quarter sequential license growth was driven by a
substantial increase in contribution from our manufacturing/supply
chain solutions, which exceeded our expectations for the first
time in fiscal 2003," said David McQuillin, President and CEO of
AspenTech. "Our performance was well balanced by geography and
end-user market--a testament to improved sales force productivity.
We believe this validates our actions over the past year to
streamline our operations and enhance our organizational
leadership.

"I am very proud of the dramatic turnaround the company has made
over the past nine months, improving operational performance in
the midst of a very difficult environment for enterprise software
providers. The best evidence of this improvement was the signing
of a definitive agreement with Advent International for a $100
million private equity financing, which is subject to shareholder
approval. We believe these financial resources will help us to
show year-on-year improvement in earnings and cash flow in fiscal
2004."

During the fourth fiscal quarter, AspenTech signed significant
license transactions with Sinopec, Sasol, Huntsman Corp., Valero,
Eli Lilly, Citgo, Celanese Chemicals and Cargill.

At June 30, 2003, the Company's balance sheet shows that a
continued depletion of its net capital, which dwindled to about
$40 million from about $254 million a year ago.

Aspen Technology, Inc. (S&P, B Corporate Credit Rating), is a
leading supplier of enterprise software to the process industries,
enabling its customers to increase their margins and optimize
their business performance. AspenTech's engineering solutions,
including Hyprotech's technologies, help companies design and
improve their plants and processes, maximizing returns throughout
their operational life. AspenTech's manufacturing/supply chain
solutions allow companies to run their plants and supply chains
more profitably, from customer demand through to the delivery of
the finished products. Over 1,200 leading companies rely on
AspenTech's software every day to drive improvements across their
most important engineering and operational processes. AspenTech's
customers include: Air Liquide, AstraZeneca, Bayer, BASF, BP,
ChevronTexaco, Dow Chemical, DuPont, ExxonMobil, GlaxoSmithKline,
Lyondell Equistar, Merck, Mitsubishi Chemical, Shell, Southern
Company, TXU Energy and Unilever. For more information, visit
http://www.aspentech.com  


BUILDING MATERIALS: S&P Assigns BB- Rating to $300M Bank Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
secured bank loan rating to Building Materials Holding Corp.'s
planned $300 million bank facility. The facility consists of a
$175 million revolving credit facility due in 2008 and a $125
million term loan due in 2010. Net proceeds will be used to
refinance the company's existing bank loan facility that matures
in 2004. The secured bank loan is rated the same as the corporate
credit rating, reflecting the likelihood of meaningful recovery of
principal in the event of a default or bankruptcy.

The 'BB-' corporate credit rating on the company was affirmed. The
outlook is stable.

San Francisco, California-based Building Materials is a leading
construction services and building materials supply company, with
60 business units in 12 states in the West and South. The company
competes in the fragmented and cyclical building materials
supplies industry, primarily with small regional building supply
companies. "Because of its large size and superior information
systems, the company has achieved competitive advantages over many
of these smaller players," said credit analyst Patrick Jeffrey.
However, its operations are highly correlated to the performance
of the single-family housing industry, which is highly cyclical
but has prospered in recent years despite the weakened U.S.
economy. Recent weakness in Building Materials' Colorado and Texas
markets, however, contributed to weaker operating trends in the
second quarter of 2003. Increased expenses in its KBI Norcal
operations, which were acquired in July 2002, also contributed to
the company's weaker second quarter trends. In addition, Building
Materials' operations can be negatively impacted by declines in
lumber prices.

To reduce its exposure to these risks, the company has been
focusing more on premade, value-added products -- such as roof
trusses and preframed windows -- which are higher-margin products
than raw lumber. These initiatives account for more than 50% of
the company's sales. The company's target market of professional
builders has allowed it to avoid most direct competition with
larger home improvement companies, such as Lowe's Cos. Inc. and
Home Depot Inc.

Liquidity is provided by a planned $175 million revolving credit
facility that matures in 2008 and will replace the existing $190
million facility. At closing, availability under the new revolver
is expected to be about $128 million. Term loan amortization on
the $125 million facility is minimal until the loan matures in
2010. Building Materials also had about $15 million in cash as of
Mar. 31, 2003. These sources of liquidity are expected to help
fund minimal debt maturities over the next several years.


BURLINGTON: Files First Amended Plan and Disclosure Statement
-------------------------------------------------------------
Burlington Industries, Inc. and its debtor-subsidiaries present
its First Amended Plan of Reorganization and Disclosure Statement
to the Court dated August 1, 2003.  The primary objectives of the
Plan are to:

   A. implement the transactions contemplated by the WLR Purchase
      Agreement and distribute the proceeds to the Debtors'
      creditors;

   B. maximize the value of the ultimate recoveries to all
      creditor groups on a fair and equitable basis; and

   C. settle, compromise or otherwise dispose of certain claims
      and interests on terms that the Debtors believe to be fair
      and reasonable and in the best interests of their Estates
      and creditors.

John D. Englar, Senior Vice President of Burlington Industries,
Inc., explains that the Amended Plan provides for:

   (1) the establishment of the BII Distribution Trust to hold
       the net proceeds of the WLR Transaction, the Excluded
       Assets and the funds in the Burlington Fabrics Irrevocable
       Trust;

   (2) the sale and transfer of the Purchased Assets in exchange
       for the Purchase Price, subject to adjustment for working
       capital and the underfunding of Burlington's Retirement
       System, and the assumption and satisfaction in full by WLR
       or the Reorganized Purchased Debtors, as applicable, of
       all the Assumed Liabilities;

   (3) the cancellation of certain indebtedness in exchange for
       cash;

   (4) the cancellation of the Old Common Stock, the Old
       Non-voting Common Stock and the Old Subsidiary Equity
       Interests, including any option or any associated share
       purchase right relating to such stock or interests; and
   
   (5) the assumption, assumption and assignment or rejection of
       Executory Contracts or Unexpired Leases to which any
       Debtor is a party.

The salient parts of the Plan include:

A. The WLR Transaction

   The Plan provides for the implementation of the WLR
   Transaction.  The Purchase Price WLR paid will be subject to
   adjustment for variances in working capital and the
   underfunding of Burlington's Retirement System.  Pursuant to
   the Plan, all Assumed Liabilities will be assumed and
   satisfied in full by WLR or the Reorganized Purchased Debtors,
   as applicable.  All Excluded Liabilities will be satisfied by
   the BII Distribution Trust.  

B. Assumed Liabilities

   The WLR Purchase Agreement contemplates that the Assumed
   Liabilities will be assumed and satisfied in full by WLR or
   the Reorganized Purchased Debtors, as applicable.  "Assumed
   Liabilities" means Burlington's liabilities, contingent
   or otherwise, that are not discharged under the Plan and that
   are reflected on Burlington's March 2003 balance sheet, in the
   amounts as they exist on the Closing.  The Assumed
   Liabilities, as reflected on the projected September 27, 2003
   balance sheet, are expected to be approximately $90,000,000.  
   However, the final amount is necessarily dependent on a
   variety of factors.  

C. Excluded Liabilities

   WLR or the Reorganized Purchased Debtors, as applicable, will
   only assume the Assumed Liabilities and will not assume other
   Burlington liabilities, including, without limitation,
   liabilities relating to:

   (a) guarantee obligations to Bank of America, NA under the IGP
       joint venture facility;

   (b) any unasserted obligations under warranties and
       indemnitees in prepetition asset and business sale
       agreements, as well as certain postpetition real estate
       and equipment sales agreements;

   (c) income taxes that are due or become due prior to the
       Closing, and deferred income taxes;

   (d) unasserted potential indemnification obligations of
       directors and officers;

   (e) unasserted claims to issuing bank under outstanding
       postpetition or assumed prepetition letters of credit
       relating to Insuratex, Ltd. or other excluded liabilities;

   (f) fees and expenses of professionals in the Reorganization
       Cases that have been incurred, but unbilled, as well as
       success fees payable in connection with the Reorganization
       Cases;

   (g) unasserted claims under performance bonds Burlington or
       third parties issued to the extent they relate to the
       Excluded Assets;

   (h) payments due or that become due under the Key Employee
       Retention Program;

   (i) severance and insurance payments due or that become due to
       individuals who are not Transferred Employees;

   (j) accrued interest on Burlington's bank debt;

   (k) restructuring reserves;

   (l) environmental liabilities related to Excluded Assets;

   (m) statutory fees; and

   (n) except to the extent described under "Operations During
       the Reorganization Cases -- The WLR Transaction --
       Treatment of Pension and Benefit Plans and Employees,"
       payments due or that become due under the 1999 SERF, the
       Pre-1999 SERP and the Benefit Equalization Plan

   Burlington estimates that the aggregate amount of all the
   Excluded Liabilities, will be approximately $805,000,000 on
   the Effective Date.  The actual amount of the Excluded
   Liabilities is necessarily dependent on a variety of factors
   and, as a result, the actual amount could be greater than or
   less than this amount.

D. Excluded Assets

   The WLR Purchase Agreement contemplates that Burlington's
   assets that were held for sale as of March 29, 2003, but that
   are not actually sold as of the Closing, will be excluded
   from the WLR Transaction.  The assets, together with those
   assets otherwise left with the Estates on the Effective Date
   pursuant to the terms of the WLR Purchase Agreement or
   otherwise, will be transferred to the BII Distribution Trust
   at the Closing.  Burlington estimates that the Excluded Assets
   will be approximately $13,400,000 on the Effective Date.  

E. BII Distribution Trust

   The Plan provides for the establishment of a trust -- the BII
   Distribution Trust -- by the Distribution Trust Representative
   to hold:

   (a) Excluded Assets, Excluded Balance Sheet Assets, Sale
       Proceeds, Recovery Actions, Working Capital Amount Due and
       any other cash, assets or property that are to be held for
       and distributed to holders of Allowed Claims under the
       Plan;

   (b) the proceeds of the foregoing; and

   (c) the funds in the Burlington Fabrics Irrevocable Trust.

   Burlington estimates that the Distribution Trust Assets will
   be approximately $591,500,000 on the Effective Date.  

   On the Effective Date, the Distribution Trust Assets will be
   transferred to and vest in the BII Distribution Trust.  Except
   as otherwise provided in the Plan or the WLR Purchase
   Agreement, the BII Distribution Trust will be responsible for
   resolving all Disputed Claims and for making distributions to
   holders of Allowed Claims.  

F. Transfer of Burlington Fabrics Irrevocable Trust

   The Plan provides for:

   (a) the liquidation of the Burlington Fabrics Irrevocable
       Trust;

   (b) the transfer of the funds in the Burlington Fabrics
       Irrevocable Trust for approximately $13,700,000 to the BII
       Distribution Trust; and

   (c) the distribution of the proceeds to creditors.

A free copy of Burlington's First Amended Plan is available for
free at:

   http://bankrupt.com/misc/burlington_1stamended_plan.pdf  

A free copy of Burlington's First Amended Disclosure Statement is
available for free at:

http://bankrupt.com/misc/burlington_1stamended-disclosurestat.pdf
(Burlington Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CALPINE: Prices $750 Million Term Loans & Secured Notes Offering
----------------------------------------------------------------    
Calpine Corporation (NYSE: CPN), a leading North American power
company, announced that its wholly owned subsidiary, Calpine
Construction Finance Company, L.P., has priced its $750 million
institutional term loans and secured notes offering.

    The offering will include:
    
    -- $385 million of First Priority Secured Institutional Term
       Loans Due 2009 offered at 99% of par and priced at Libor
       plus 600 basis points, with a Libor floor of 150 basis
       points.

    -- $365 million of Second Priority Secured Floating Rate Notes
       Due 2011 offered at 98.01% of par and priced at Libor plus
       850 basis points, with a Libor floor of 125 basis points.
    
The noteholders' recourse will be limited to CCFC I's seven
natural gas-fired electric generating facilities located in
various power markets in the United States, and related assets and
contracts.  The transaction is expected to close on Thursday,
August 15, 2003.

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

The First Priority Secured Institutional Term Loans Due 2009 will
be placed in the institutional term loan market.  The Second
Priority Secured Floating Rate Notes Due 2011 will be offered in a
private placement under Rule 144A, have not been and will not be
registered under the Securities Act of 1933, and may not be
offered in the United States absent registration or an applicable
exemption from registration requirements.  This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy. Securities laws applicable to private placements
under Rule 144A limit the extent of information that can be
provided at this time.

                          *   *   *

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

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

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


CALPINE CONSTRUCTION: S&P Assigns B Corporate Credit Rating
-----------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Calpine Construction Finance Co. L.P. (CCFC1).
Standard & Poor's also assigned its 'B+' rating to CCFC1's $385
million first priority institutional term loan and a 'B-' rating
to CCFC1's $365 million second priority floating-rate notes. The
outlook is negative, reflecting the direct linkage between the
subsidiary, CCFC1, and Calpine Corp.'s rating, whose outlook is
also negative. A rating downgrade for Calpine Corp. would likely
result in a downgrade for CCFC1 and its debt by an equal number of
notches.

"The one notch elevation to 'B+' from the CCR of 'B' on the first
priority term loan is due to the strong likelihood of recovery of
principal in the event of a bankruptcy of CCFC1," said Standard &
Poor's credit analyst Jeffrey Wolinsky. "The second priority
floating-rate notes are rated one notch below the CCR at 'B-' to
reflect structural subordination to the first priority term loan,"
continued Mr. Wolinsky.

The ratings reflect a number of risks, including the predominantly
merchant revenue stream, which is volatile, and a high level of
interest rate risk. Additional concerns include the potentially
high level of execution risk associated with refinancing the term
loan in 2009 and the floating rate notes in 2011. The debt does
not amortize significantly and CCFC1 is highly dependant on market
conditions for refinancing the plants. Furthermore, CCFC1 is not
structurally separate from Calpine and could be consolidated into
a potential Calpine bankruptcy.

Risk is partially offset by a Goldman Sachs hedge that should
cover interest expense and fixed costs if spark spreads decline
significantly through 2009, a $250 million working capital
facility that should cover interest expense and fixed costs after
the Goldman Sachs hedge expires, and a geographically diversified
portfolio of seven natural gas generating assets operating in five
different energy markets.


CARECENTRIC CORP: June 30 Balance Sheet Upside-Down by $15 Mill.
----------------------------------------------------------------
CareCentric, Inc. (OTC Bulletin Board: CURA), a leading provider
of management information systems to the home health care
community, reports its financial results for the calendar quarter
ended June 30, 2003.

Net Income for the three months ended June 30, 2003, was $0.2
million, which represented an increase of $0.2 million over the
nominal Net Loss reported for the three months ended June 30,
2002. The Company reported a slight decrease in revenues of 3.8%
for the three months ended June 30, 2003, to $5.6 million against
revenues of $5.8 million for the three months ended June 30, 2002.
The Net Cash provided from Operating Activities during the three
months ended June 30, 2003 of $0.4 million represented a $1.1
million improvement when compared against the Use of Net Cash from
Operating Activities of $0.7 million reported for the 2nd quarter
of 2002.

At June 30, 2003, the Company's balance sheet shows a working
capital deficit of about $9 million, and a total shareholders'
equity deficit of about $15 million.

"Our second quarter results for 2003 represent the fourth
consecutive quarter of profitability," stated John R. Festa,
President and CEO of CareCentric. "We are pleased to report that
during the second quarter, the Company funded both its new product
development efforts and $0.8 million of bank debt payments from
operating cash flow. These objectives were met while second
quarter sales of new systems remained somewhat soft and six-month
revenues of $11.1 million are unchanged from six-month revenues
reported in 2002. We have found," continued Mr. Festa, "that the
combination of changing HIPAA regulations and the 15% reduction in
reimbursement rates has caused delays in many of our customers'
decisions to upgrade their IT systems."

Mr. Festa added, "We continue to work diligently on improving our
customer service levels and collaborating with our customers to
ensure our new product development efforts deliver a family of
products which will strongly facilitate our customers' profitable
management of their home care agencies and medical equipment
provider businesses. We remain confident that our continuing
enhancements to existing products and our expenditures for
development of products leveraging new technology platforms will
help grow our future revenues as regulatory cost reductions
stabilize and the economy strengthens."

"The Board remains very pleased with the continuing financial
performance of the Company," said John Reed, Chairman of the Board
of Directors. "The investment of operating cash into new products
and the repayment of bank debt is consistent with the best
interests of both our customers and shareholders."

CareCentric provides information technology systems and services
to over 1,500 customers. CareCentric provides freestanding,
hospital-based and multi- office home health care providers
(including skilled nursing, private duty, home medical equipment
and supplies, IV pharmacy and hospice) complete information
solutions that enable these home care operations to generate and
utilize comprehensive and integrated financial, operational and
clinical information. With offices nationwide, CareCentric is
headquartered in Atlanta, Georgia.


CELLSTAR CORP: Brings-In Grant Thornton to Replace KPMG LLC
-----------------------------------------------------------
CellStar Corporation (Nasdaq: CLST), a value-added wireless
logistics and distribution services leader, has retained Grant
Thornton LLP as the new independent accountant of the Company.  
Grant Thornton LLP takes over from KPMG LLP, which resigned as the
independent accountant of the Company.

"We are pleased to have Grant Thornton join us as our new
independent accountants," said CellStar Corporation Chief
Executive Officer Terry S. Parker.  "With the strategic actions
that we've taken over the past year in reducing the number of
foreign locations subject to audit, we believe that Grant Thornton
can provide us with very efficient and effective audit services.  
Grant Thornton brings a wealth of talent and experience, and we
look forward to working with them."

For further information on the engagement of Grant Thornton LLP
and the resignation of KPMG LLP, see the Form 8-K filed by the
Company with the Securities and Exchange Commission.

CellStar Corporation (S&P, SD Corporate Credit Rating) is a
leading global provider of value-added logistics services to the
wireless communications industry, with operations in the Asia-
Pacific, North American, Latin American, and European regions.  
CellStar facilitates the effective and efficient distribution of
handsets, related accessories and other wireless products from
leading manufacturers to network operators, agents, resellers,
dealers and retailers.  CellStar also provides
activation services in some of its markets that generate new
subscribers for wireless carriers.  For the year ended November
30, 2002, the Company generated revenues of $2.2 billion.  
Additional information about CellStar may be found on its Web site
at http://www.cellstar.com


CHAMPIONLYTE: Reclaims Old Fashioned Syrup Company Subsidiary
-------------------------------------------------------------
ChampionLyte Holdings, Inc., (OTC Bulletin Board: CPLY) has
reached a settlement agreement in a lawsuit brought to reclaim its
Old Fashioned Syrup Company subsidiary.  The subsidiary
historically accounted for a substantial percentage, at times
greater than 90 percent, of the Company's revenues.

The suit, which was filed in the 15th Judicial Circuit in Palm
Beach County, alleged that former Company Chairman and CEO Alan
Posner, former Chief Financial Officer, Chris Valleau,
InGlobalVest, Inc., a New York-based firm, and its principals
fraudulently conveyed the subsidiary for grossly inadequate
consideration and without notice to several critical parties.

The settlement is with defendants, InGlobalVest, its principals
and Valleau. Negotiations with Posner are ongoing and if a
settlement cannot be reached within a reasonable period of time
the litigation against Posner will continue.

Pursuant to the terms of the Settlement Agreement, InGlobalvest
has agreed to deliver all stock certificates in the Old Fashioned
Syrup Company as well as all books and records to ChampionLyte
Holdings by August 20, 2003.

InGlobalVest has also agreed to appoint a representative to assist
in the change in control and management, as well as enter into a
non-interference agreement with the Company.

Additionally, InGlobalVest has warranted and represented to the
Company that the financial conditions depicted in the books and
records tendered to ChampionLyte Holdings on July 15, 2003 were
"true, accurate and complete as of that date to the best of
InGlobalvest's knowledge and that no known liabilities were
omitted from disclosure in such records."

In consideration for the return of the Old Fashioned Syrup
Company, ChampionLyte Holdings, Inc. has agreed to pay
InGlobalVest $125,000 by August 20, 2003. This figure was agreed
to as a result of an infusion of capital into the Old Fashioned
Syrup Company by InGlobalvest, the outstanding original loan made
to ChampionLyte and a restructuring of the Old Fashioned Syrup
Company by InGlobalVest during its ownership that diminished
certain of the outstanding liabilities of the entity.

In addition, Valleau will receive $3,000 in consideration for the
forfeit of the balance of any unpaid salary and retirement of all
stock and options. Valleau has agreed to release the appropriate
parties for such payment, which represents a significantly small
portion of the back payroll owed to him.

The Company has further agreed to dismiss the lawsuit with
prejudice and issue releases to InGlobalVest and its principals
and to dismiss the lawsuit against Valleau without prejudice.
ChampionLyte Holdings will issue a written statement, which
exculpates InGlobalVest, Inc. and its principals from any
fraudulent acts as alleged in the complaint. Such statement will
not apply to Valleau and Posner.

The Old Fashioned Syrup Company was generating nearly $1 million
in annual revenues, historically representing a significant
percentage of the Company's total sales. The Company manufactures,
distributes and markets three flavors of Sweet'N Low(R) brand
sugar-free syrups. The products are sold in more than 20,000
retail outlets including some of he nation's largest supermarket
chains, i.e. Publix, ShopRite, etc.

ChampionLyte Holdings, through its wholly owned subsidiary
ChampionLyte Beverages, Inc., manufactures, markets, sells and
distributes ChampionLyte(R), the first completely sugar-free entry
in the multi-billion dollar isotonic sports drink market.

"This settlement agreement represents a significant moment in the
short history of the restructured ChampionLyte Holdings, Inc.
which we believe will have an immediate, positive impact on the
Company," said current ChampionLyte Holdings, Inc. President David
Goldberg. "The Old Fashioned Syrup Company will not only add
revenues to our ongoing operations through the sales of the very
popular Sweet'N Lowr brand, but it will open up a number of
valuable opportunities to enhance the distribution and sales of
our sugar-free isotonic products.

"We're delighted we've reached this agreement without engaging in
a protracted and costly legal battle," Goldberg said. "We believe
the sum we paid for this extremely valuable asset is more than
warranted and will increase shareholder value now that it is back
into the rightful ownership of the Company and its shareholders."

ChampionLyte Holdings, Inc., is a fully reporting public company
whose shares are quoted on the OTC Bulletin Board under the
trading symbol CPLY. Its recently formed beverage division,
ChampionLyte Beverages, Inc., a Florida corporation, manufactures,
markets and sells ChampionLyte(R), the first completely sugar-free
entry into the multi-billion dollar isotonic sports drink market.

At September 30, 2002, Championlyte Products' balance sheet shows
a working capital deficit of about $1 million and a total
shareholders' equity deficit of about $9 million.


CONGOLEUM CORP: Senior Bondholders Okay Indenture Amendments
------------------------------------------------------------
Congoleum Corporation (AMEX:CGM) announced that Congoleum and the
trustee for Congoleum's 8-5/8% Senior Notes Due 2008 have adopted
certain amendments to the indenture governing the notes.

Those adopted amendments are intended to expressly provide
Congoleum with greater flexibility to pursue approval of its pre-
packaged plan of reorganization under Chapter 11 of the Bankruptcy
Code. Congoleum sought the bondholders' approval of those
amendments as part of its strategy to resolve its asbestos
liabilities. Holders of a majority of the outstanding notes as of
the record date consented to the proposed amendments, which
satisfied the vote required to amend the indenture. The
solicitation was made upon the terms and subject to the conditions
set forth in the Consent Solicitation Statement dated July 30,
2003 and related documents.

Roger S. Marcus, Chairman of the Board, commented "We are
continuing with our reorganization plan and appreciate this
further affirmation of support from our bondholders."

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


CONSOLIDATED FREIGHTWAYS: Auctioning-Off CFL Unit on August 25
--------------------------------------------------------------
Consolidated Freightways Corporation plans to sell the operations
of Canadian Freightways and its subsidiaries at auction to the
highest bidder on August 25, 2003.

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

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

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

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

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


CTC COMMS: Enters Investment Agreement with Columbia Ventures
-------------------------------------------------------------
CTC Communications Group, Inc., Columbia Ventures Corporation and
Columbia Ventures Broadband LLC have entered into an investment
agreement and filed a motion with the Bankruptcy Court seeking
approval of the investor, the agreement and certain investor
protections.

The agreement provides for an investment of $32 million in cash by
Columbia Ventures Broadband in exchange for 100% of the equity of
a reorganized CTC Communications. The investment agreement also
provides for a combination of cash, warrants representing a 5%
equity interest in the reorganized CTC Communications and other
consideration to be made available for distribution to CTC's
creditors in its Chapter 11 proceedings. The agreement is subject
to a number of conditions to closing, including Bankruptcy Court
and regulatory approvals.

The investment from Columbia Ventures Broadband will form the
basis of CTC's Chapter 11 plan of reorganization, which it expects
to file within the next few weeks. Lenders holding a majority of
CTC's senior secured debt have advised CTC that they support CTC's
decision to move forward with the investment agreement with
Columbia Ventures and Columbia Ventures Broadband. CTC's committee
of unsecured creditors has advised CTC that it intends to support
Bankruptcy Court approval of the investment agreement and the
investor, subject to CTC's plan of reorganization being confirmed
by the Bankruptcy Court.

Michael Katzenstein, CTC's interim CEO and a principal of crisis,
restructuring and turnaround manager, CXO, L.L.C., said, "Columbia
Venture Corporation's investment demonstrates the value and
strength of CTC's business, network, customers and people. I am
pleased that CTC has reached this important milestone." Mr.
Katzenstein also stated that Columbia Ventures has indicated its
intention to continue to serve CTC's PowerPath(R) and resale
customers with its current services, network and technologies.

Kenneth D. Peterson, Jr., Columbia Ventures CEO, said, "We were
attracted to CTC by the opportunity to pursue an aggressive growth
plan, new product roll-outs employing CTC's superior IP-based
network and cross-marketing opportunities with our other
businesses."

Miller Buckfire Lewis Ying & Co., LLC, investment banker to CTC,
advised on the transaction.

Mr. Katzenstein added, "I am looking forward to working with Ken
Peterson and his team to complete the investment transaction,
exiting Chapter 11 and watching CTC resume its growth and
development under new ownership."

CTC is a "next generation" Integrated Communications Carrier
utilizing advanced technology and providing its customers with
converged voice, data, Internet and video services on a broadband,
packet-based network, called the PowerPath(R) Network. The Company
serves medium and larger business customers from Virginia to
Maine, which includes the most robust telecommunications region in
the world -- the Washington D.C. to Boston corridor. CTC's Cisco
Powered IP+ATM packet network and its top-tier sales and service
teams provide contiguous marketing and technology coverage
throughout the Northeast and Mid-Atlantic States. The Company,
through its dedicated commitment to exceptional customer service,
has achieved an industry-leading market share in the Northeast.
CTC can be found on the worldwide Web at http://www.ctcnet.com  

Columbia Ventures Corporation owns and operates telecommunications
and industrial businesses. The most recent addition to CVC's
operations is Hibernia Atlantic, a transatlantic fiber optic
network with landing stations in Boston, Halifax, Liverpool and
Dublin. The Hibernia Atlantic system includes a fully protected
terrestrial system linking Boston and Halifax via New York City.
CVC also operates a fiber optic metropolitan network in Spokane,
Washington and is the largest shareholder in Og Vodafone, the
second largest telecommunications provider in Iceland. The
industrial businesses of CVC include Nordural, an aluminum smelter
developed and constructed by CVC in Iceland, as well as aluminum
manufacturing and fabrication operations in the United States and
Mexico. CVC and its related businesses began operations in 1987;
the company's headquarters are located in Vancouver, Washington.


DANKA BUSINESS: Pricing Competition Spurs S&P's Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Danka
Business Systems PLC to negative from stable. At the same time,
Standard & Poor's affirmed its 'B+' corporate credit and senior
unsecured ratings on the company.

The outlook revision is primarily due to margin pressure in the
June quarter from a competitive pricing environment, as well as a
turn to negative free operating cash flow in the period.

St. Petersburg, Florida-based Danka Business Systems PLC is an
independent supplier of office imaging equipment and related
services and supplies. Total debt was about $345 million as of
June 2003, adjusted for operating leases.

"If the heightened competitive pricing environment continues, it
may dampen profits and prevent the recovery in the second half,"
said Standard & Poor's credit analyst Martha Toll-Reed.

Revenues are expected to stabilize over the near-to-intermediate
term, despite a modest decline in the June quarter, as growth in
digital product sales and installed base and related service
revenues offsets the declining analog product base.


DEAN FOODS: Second Quarter Results Reflect Slight Improvement
-------------------------------------------------------------
Dean Foods Company (NYSE: DF) announced record results for the
quarter ended June 30, 2003. Net income for the second quarter
totaled $83.8 million, compared with $73.2 million in the second
quarter of 2002. Diluted earnings per share were $0.54, compared
with $0.48 per share in the second quarter of 2002. Second quarter
net sales totaled $2.2 billion in 2003, a decline of 3% over the
second quarter of 2002, due primarily to lower raw material costs
that are passed on to customers in the form of lower selling
prices.

On a pro forma basis, diluted earnings per share for the second
quarter totaled $0.56, an increase of 10% compared with pro forma
earnings of $0.51 per share in last year's second quarter. Dean
Foods noted that its second quarter pro forma earnings were in
line with its announced target of $0.55 to $0.56 per share, on a
split-adjusted basis. Pro forma net income for the second quarter
grew 11% to $85.6 million compared with pro forma net income of
$77.3 million in the second quarter of 2002.

"We are pleased with our performance and delivered earnings per
share at the high end of our previously-stated guidance," said
Gregg Engles, chairman and chief executive officer. "Our Dairy
Group and Specialty segments continued to turn in outstanding
results, and our strategic brand portfolio continues to grow at an
impressive rate."

The company reported second quarter operating income of $184.5
million versus $178.4 million in the second quarter of 2002. Pro
forma operating income totaled $187.5 million, an increase of 2%
over pro forma operating income of $183.6 million in the second
quarter of 2002. Pro forma second quarter 2003 operating income
margins were 8.44%, an increase of 44 basis points versus the pro
forma results from the second quarter of last year. Operating
income margin improvement was due primarily to improved results in
the Dairy Group and Specialty Foods segments, offset by a decline
in Morningstar margins due primarily to increased investment
behind the company's strategic brands. The company's strategic
brand portfolio includes Silk(R) and Sun Soy(R) soymilk,
International Delight(R) and Land O Lakes(R) coffee creamers,
Hershey's(R) milks and milkshakes, Land O Lakes Dairy Ease(R),
Folgers(R) Jakada(R) single-serve chilled coffee and milk
beverages, Marie's(R) dips and dressings and Dean's(R) dips.

Long-term debt at June 30, 2003 was approximately $2.8 billion,
including $175.5 million due within one year that is reported as
part of current liabilities. At the end of the quarter,
approximately $667 million of the company's $2.7 billion bank
facility was available for future borrowings.

                 STOCK SPLIT AND TIPES CONVERSION

On June 9, Dean Foods completed a three-for-two common stock
split. All of the per share information in this release has been
adjusted to reflect the split.

As of June 23, the company completed the redemption of its $600
million Dean Capital Trust 5-1/2% Trust Issued Preferred Equity
Securities (TIPES), successfully converting over 99% into common
stock.

                  ACQUISITIONS AND DIVESTITURES

In June 2003, Dean Foods completed the acquisition of Melody
Farms, based in Livonia, Mich. With annual sales of approximately
$116 million, Melody Farms is a leading processor and distributor
of dairy products in the Michigan marketplace and operates under
the brand names of Melody Farms(R), Stroh's(R), Mooney's(R),
Nafzinger's(R) and Sealtest(R).

On June 30, Dean Foods announced that it had signed a definitive
agreement to purchase Horizon Organic Holdings Corp. for $24 per
share and assume approximately $40 million in debt. In 2002,
Horizon Organic reported revenues of approximately $187 million,
and in April 2003, the company announced that it had reached a
milestone of $200 million in annual sales. The transaction is
subject to approval by Horizon Organic's shareholders and
expiration of the waiting period under the Hart-Scott Rodino
Antitrust Improvements Act. The companies continue to expect the
transaction to close in the fourth quarter of 2003.

At the end of July, Dean Foods completed the sale of Morningstar
Foods' frozen whipped topping and frozen creamer business based in
Arlington, Tenn., to Rich Products Corporation. In 2002, the
divested business had sales of approximately $55 million, and cash
proceeds from the sale totaled $91 million. The sale of the frozen
business is approximately 5 cents dilutive to earnings per share
on an annual basis. However, the company noted that due to its
significant seasonality, approximately 4 cents of the dilution
from the sale of this business will be reflected in the balance of
2003.

The company noted that the anticipated accretion from the
acquisition of Melody Farms and the pending acquisitions of
Horizon Organic and Kohler Mix Specialties is expected to offset
the dilutive impact of the frozen business divestiture in 2004. As
a result, the net effect of all these transactions is expected to
be neutral to earnings in 2004. However, because the pending
Horizon Organic and Kohler acquisitions are not expected to occur
until late 2003, the pre-whip topping divestiture is expected to
be dilutive to the third and fourth quarters of 2003.

"As we create a world-class food and beverage company, we continue
to sharpen our focus and look at acquisitions and divestitures
that make strong strategic sense for our business," said Engles.
"This quarter's announced acquisitions and divestiture have the
effect of redeploying our resources into those areas where we have
the greatest competitive advantage and opportunity.

"Melody Farms is a valuable tuck-in acquisition for our Dairy
Group and reflects our commitment to continue to build our core
business. With the acquisition of Horizon Organic, we will add the
leading organic milk brand in the U.S. and the U.K. to our
portfolio. In our Silk and Horizon Organic brands, we will have
the nation's number one and number two organic brands. With
aggregate 2003 sales of approximately $475 million and growing
rapidly, Silk and Horizon Organic, both based in Boulder,
Colorado, will form the basis of a powerful wellness platform from
which we intend to build a family of innovative, value-added and
better-for-you products," Engles continued.

                            OUTLOOK

The company re-affirmed its 12-14% growth expectations for 2003,
before adjusting for the dilutive effect of the sale of
Morningstar's frozen business. "We expect 2003 earnings to be in
the range of $2.03 to $2.07 per share, which reflects our earlier
guidance of $2.07 to $2.11 per share, reduced by 4 cents for the
dilution of the sale of the frozen business," Engles said.

"Rising raw milk prices in the coming months have been
incorporated into our outlook for the year, and we are confident
we will manage through this environment effectively," continued
Engles. "We anticipate third quarter earnings will be in the range
of $0.51 to $0.53 per share, and we expect to deliver $0.54 to
$0.56 per share in the fourth quarter. We have accomplished a
great deal so far this year and remain enthusiastic and committed
to increasing shareholder value at Dean Foods."

                  SECOND QUARTER RECONCILIATION
             OF PRO FORMA RESULTS WITH GAAP RESULTS

For the second quarter of 2003, the pro forma results reported
above differ from the company's results under Generally Accepted
Accounting Principles by excluding a $3.0 million charge ($1.9
million net of income tax) related primarily to closing an ice
cream plant in Hawaii.

For the second quarter of 2002, the pro forma results reported
above differ from the company's results under GAAP by excluding
$5.3 million of restructuring charges ($3.3 million net of income
tax) related to closing a Dairy Group plant in Vermont and a
distribution center in Virginia, as well as a $0.8 million net
loss related to discontinued operations in Puerto Rico.

Pro forma results are provided in order to allow investors to make
meaningful comparisons of Dean Foods' operating performance
between periods and to view the company's business from the same
perspective as the company's management.

                         SEGMENT RESULTS

Dairy Group net sales for the second quarter totaled $1.7 billion,
a decline of 4% from $1.8 billion in the second quarter of 2002.
The second quarter sales decline was due primarily to lower raw
material costs that are passed on to customers in the form of
lower selling prices.

Dairy Group pro forma operating income in the second quarter
improved 16% to $165.4 million, and pro forma operating margins
increased 169 basis points to 9.61% of sales, due primarily to
lower raw milk costs and realized synergies. The second quarter
average Class I mover, which is an indicator of the company's
Class I raw milk prices, was $9.70 per hundred-weight in the
second quarter of 2003, a 14% decline versus last year.

Morningstar/White Wave net sales in the second quarter totaled
$262.9 million, down 0.3% compared to last year. Strong results at
White Wave offset the previously-announced termination of the
Nestle co-packing business at Morningstar; lower selling prices
due to the decline in raw material costs; and increased couponing,
slotting and market development spending for Morningstar's
strategic brands, which under GAAP are recorded as a reduction to
sales.

Pro forma operating income in the second quarter for
Morningstar/White Wave was $10.5 million, and pro forma operating
margins were down 768 basis points to 4.01%, in line with the
company's previously announced expectations for heavy spending
against its strategic brands. Most of the decline in the segment's
margin is attributable to increased year-over-year brand spending
at Morningstar and White Wave, partially offset by operating
improvements at White Wave.

Specialty Foods' net sales totaled $175.7 million, a decline of 1%
over the prior year second quarter, and operating income was $27.0
million, an increase of 7%. Second quarter operating income margin
increased 108 basis points to 15.38%.

            RESULTS FOR SIX MONTHS ENDED JUNE 30, 2003

The company's net sales declined 3% to $4.4 billion for the six
months ended June 30, 2003, compared with $4.5 billion during the
first six months of 2002. The decline is due primarily to lower
raw material costs in the first half of the year that are passed
on to customers in the form of lower selling prices. Net income
for the first half of the year totaled $147.0 million, compared
with $43.6 million in 2002. Diluted earnings per share for the six
months ended June 30, 2003 totaled $0.97, compared with $0.33 in
the first six months of 2002.

Pro forma net income for the six months (as defined below) totaled
$147.8 million, an increase of 11% over $132.7 million last year.
Pro forma diluted earnings per share for the first six months of
2003 totaled $0.98, an increase of 11% compared with $0.88 in the
first six months of 2002.

The company reported operating income for the period ended June
30, 2003 of $341.4 million versus $324.2 million in 2002, an
increase of 5%. Pro forma operating income for the first six
months of 2003 totaled $342.8 million, an increase of 4% over pro
forma operating income of $330.7 million last year. Pro forma
operating income margins for the six months were 7.85%, an
increase of 54 basis points versus the pro forma results of the
prior year's first six months.

                    SIX MONTH RECONCILIATION
             OF PRO FORMA RESULTS WITH GAAP RESULTS

For the six months ended June 30, 2003 the pro forma results
reported above differ from the company's results reported under
GAAP by excluding restructuring charges of $1.3 million ($0.8
million net of income tax) related to plant closings.

For the first six months of 2002, the pro forma results reported
above differ from the company's 2002 results reported under GAAP
by excluding the following: $6.5 million ($4.0 million net of
income tax) in plant closing charges; $0.1 million net loss from
discontinued operations; and a one-time total charge of $85.0
million, net of income tax, related to the write-down of certain
trademarks and goodwill due to the implementation of Financial
Accounting Standard 142, "Goodwill and Other Intangible Assets."

Pro forma results are provided in order to allow investors to make
meaningful comparisons of the company's operating performance
between periods and to view the company's business from the same
perspective as the company's management.

Dean Foods Company is one of the nation's leading food and
beverage companies. The company produces a full line of company-
branded and private label dairy and dairy-related products such as
milk and milk-based beverages, ice cream, coffee creamers, half
and half, whipping cream, whipped toppings, sour cream, cottage
cheese, yogurt, dips, dressings and soy milk. The company is also
a leading manufacturer of pickles and other specialty food
products, juice, juice drinks and water. The company operates over
120 plants in 36 U.S. states and Spain, and employs approximately
28,000 people.

As reported in Troubled Company Reporter's July 24, 2003 edition,
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit ratings on Dean Foods Co. and its wholly owned subsidiary,
Dean Holding Co. The ratings were removed from CreditWatch, where
they were placed on June 2, 2003.

The outlook is positive.

Dallas, Texas-based Dean Foods has about $3.4 billion in rated
debt.


E2 COMMS: Litigation Trust Employs Marjorie Firm as Counsel
-----------------------------------------------------------
Steven C. Metzger, the putative Successor Trustee of the
Litigation Trust, wants to employ The Majorie Firm LP as Counsel
for the Litigation Trust.  Mr. Metzger has sought and obtained the
advice and consent of James W. Lincoln and Joseph U. Barton, the
members of the Litigation Trust Committee.

The Committee reports that Karen G. Nicolau, the original trustee
of the Litigation Trust, tendered her resignation letter dated
July 10, 2003.  Ms. Nicolau's letter also indicates that she has
also accepted the resignation of the law firm of Diamond McCarthy
Taylor Finley Bryant & Lee, LLP as counsel for the Litigation
Trust.

Contemporaneously, the Committee seeks to appoint Steven C.
Metzger as Successor Trustee of the Litigation Trust. Although the
application to appoint Mr. Metzger has not yet been granted by the
Court, in the interest of time, the Committee wants Mr. Metzger to
proceed with the filing in order that his appointment and the
employment of his chosen counsel may be considered simultaneously.

The Majorie Firm will serve as counsel for the Litigation Trust to
pursue causes of action against the former officers and directors
of e2 Communications, Inc. and professionals formerly engaged by
e2.

The Majorie Firm is a well-respected and experienced firm in all
aspects of civil litigation. The principal and founder of The
Majorie Firm is Francis B. Majorie PC.  Mr. Majorie has been
responsible for handling over $500 million of business problems
for clients during his career, and has personally obtained over a
dozen jury verdicts or settlement payments for clients of seven
figures or more. Mr. Metzger believes that The Majorie Firm is
well qualified to handle any and all litigation matters on behalf
of the Litigation Trust.

Mr. Majorie and all other lawyers working for The Majorie Firm
shall provide professional services at a reduced rate of $125 per
hour with fee charges capped at $212,500. Additionally, The
Majorie Firm shall receive a contingent fee of 15% of recoveries
on any causes of action pursued by that firm until all
"Participating Investors" recover 60% of the amount of their
original prepetition investment in the common or preferred stock
of e2 and, after such 60% recovery is made, the contingent fee
percentage shall increase to 33%.

e2 Communications, Inc., is e-Synergies' wholly owned subsidiary.
A Chapter 11 Involuntary Petition was filed against the Debtor on
February 25, 2002 (Bankr. N.D. Tex. Case No. 02-30574). The
Petitioners are represented by Dane Scott Field, Esq., and
Franklin L. Broyles, Esq., at Goins, Underkofler, Crawford &
Langdon.


EASYLINK SERVICES: Staves-Off Nasdaq Delisting After Hearing    
------------------------------------------------------------
EasyLink Services Corporation announced that a Nasdaq Listing
Qualifications Panel has determined to continue the listing of
EasyLink's common stock on the Nasdaq National Market. The Company
had attended an oral hearing on July 31, 2003, to request
continued listing on the Nasdaq National Market. The hearing was
originally scheduled because the Company had failed to regain
compliance with the $1 minimum bid price requirement contained in
Marketplace Rule 4450(a)(5) by June 23, 2003. The Panel determined
after the hearing, however, that the Company had demonstrated a
closing bid price of at least $1 per share for the 15 consecutive
business days ended August 1, 2003 and was otherwise in compliance
with Nasdaq's requirements for continued listing. Accordingly, the
Company is now in compliance with all of Nasdaq's continued
listing requirements.

                           *   *   *

As previously reported, EasyLink Services said it was seeking to
restructure substantially all of approximately $86.2 million of
outstanding indebtedness, including approximately $10.7 million
of capitalized future interest obligations. The Company is
currently in discussions with holders of its debt relating to
the proposed restructuring. To date, the holders of
approximately 70% of this debt have expressed interest in
completing a restructuring on the terms discussed.

Management seeks to restructure substantially all of the debt.
If all of the debt were successfully eliminated on the currently
proposed terms, the Company would pay approximately $2.0 million
in cash and issue up to 35 million shares of its Class A common
stock, including the shares issued to fund the cash payment. The
number of shares to be exchanged for each class of debt was
determined based on a deemed per share price of between $2.00
and $3.00.


E-CENTIVES INC: June 30 Working Capital Deficit Tops $1.7 Mill.
---------------------------------------------------------------
E-centives, Inc. (SWX: ECEN), a leading provider of online direct
marketing technologies and services for global marketers,
announced financial results for the second quarter and first six
months of 2003.

                       BUSINESS HIGHLIGHTS

- Improved quarter-over-quarter (Q2 '03 vs. Q2 '02) net loss and
  adjusted EBITDA loss by $4.7M and $2.3M, respectively, as a
  result of business restructuring and cost control initiatives,
  among other things, as referenced in the Company's March 27,
  2003 press release discussing its 2002 calendar year financial
  results. These initiatives contributed to the company's improved
  net loss and adjusted EBITDA loss for the first six months of
  '03 compared to the first six months of '02 by $8.4M and $5.0M,
  respectively.

- Expanded activity with client Reckitt Benckiser by adding
  additional brands using E-centives' IDBM platform, including
  Spray & Wash, Woolite, Veet (US) and 4 others in the UK, Germany
  and Spain. Introduced the first (2) on-line printable coupons in
  Germany for eight brands including Woolite, Veet, Airwick and
  Calgon.

- Successfully implemented and launched a pilot program for an
  online coupon distribution agreement with a major US media
  company that included coupons from approximately 40 major
  consumer packaged goods brands. Revenue for this program will
  begin to be recognized in the third quarter.

- Executed new technology licensing and e-marketing service
  agreements with Georgia- Pacific Corporation, and Gerber
  Products Company.

- The company's ConsumerREVIEW.com business unit generated a 53%
  revenue improvement on a quarter-over-quarter (Q2 '03 vs. Q2
  '02) basis, and a 75% revenue improvement for the first six
  months of '03 compared to the first six months of '02, as a
  result of continued e-commerce and advertisement successes. (The
  Q2 and first six months '02 revenues of ConsumerREVIEW.com were
  derived from information previously provided by
  ConsumerREVIEW.com, Inc., prior to the acquisition by E-centives
  in December 2002.) The ConsumerREVIEW division has continued to
  build momentum as evidenced by new agreements with several
  leading industry players, including Overture Services, Inc. and
  BizRate.com. Its network of sites currently average in excess of
  30M page visits per month. In addition, PCPhotoREVIEW.com, one
  of the unit's user review sites, recently received a "Best Bet"
  award from PC World Magazine, one of the most sought after
  honors in software and technology.

Revenues for Q2 2003 were $1.4M compared to $1.9M in Q2 2002. The
Q2 2002 revenues include approximately $500K of accelerated
contract revenue as a result of the early termination of a
significant contract associated with the closure of the company's
Commerce Division during 2002. Excluding the accelerated revenue,
quarter-over-quarter revenue remained comparable for the reporting
periods. The company realized a net loss in Q2 2003 of $2.5M or
$.06 per diluted share compared to a net loss of $7.2M or $.19 per
diluted share in Q2 2002. The company reported a Q2 2003 adjusted
EBITDA loss of $1.6M compared to an adjusted EBITDA loss of $3.9M
in Q2 2002.

Revenues for the first six months of 2003 were $3.0M compared to
$3.3M for the first six months of 2002. During this period, the
company realized a net loss of $5.3M or $.14 per diluted share for
the first six months of 2003 compared to a net loss of $13.7M or
$.36 per diluted share for the first six months of 2002. The
company reported an adjusted EBITDA loss of $3.5M compared to
$8.5M for the comparable prior year's period.

During the quarter, the Company received $950K in debt financing
from investors through a syndicate arranged by Friedli Corporate
Finance.

Shares used to compute diluted net loss per common share are based
on the weighted average number of common shares outstanding at the
end of the referenced periods, which periods include 20M
additional common shares associated with the company's fourth
quarter 2001 rights offering.

At June 30, 2003, E-centives Inc.'s balance sheet shows that its
total current liabilities outweighed its total current assets by
about $1.7 million, while the Company's net capital further
narrowed to about $1.8 million from about $7 million six months
ago.

"We're delighted with the addition of our new consumer packaged
goods clients, and continue to be cautiously optimistic with our
pipeline of prospective clients. Our pilot online coupon
distribution also helps pave the way for additional revenues in
the near term. Our Consumer Review business unit continues its
progress by posting improved revenue performance," commented
Kamran Amjadi, E-centives, Inc.'s Chairman and Chief Executive
Officer. "We will continue to maintain our efforts on delivering
best-in-class products and solutions to the market with strong
patent protection on key elements of our technologies and with a
clear focus on generating positive ROI for our customers."

"Aggressively managing the company's operating cost structure is
and will continue to be a top priority for us to ensure success
with all of our business initiatives. We are also pleased with our
revenue potential over the next few quarters," added David
Samuels, E-centives, Inc.'s Chief Financial Officer.

E-centives, Inc., is a leading provider of online direct marketing
technologies and services that enable companies to acquire and
retain customers and promote more profitable relationships with
them. Clients include global businesses from the consumer packaged
goods, retail and media industries. Headquartered in Bethesda, MD,
just outside Washington, D.C., and with west coast offices in the
San Francisco Bay Area, E-centives, Inc. is traded on the SWX
Swiss Exchange under the symbol "ECEN."


ENERGY PARTNERS: Second Quarter Results Zooms into Positive Zone
----------------------------------------------------------------
Energy Partners, Ltd. (NYSE: EPL) (S&P, B+ Corporate Credit
Rating, Stable), announced net income available to common
stockholders for the second quarter of 2003 of $6.6 million. In
the same period a year ago, the Company reported a loss available
to common stockholders of $421,000.

EPL's second quarter 2003 cash flows from operating activities
totaled $36.1 million as compared to cash flows of $4.9 million in
the same quarter of 2002. Second quarter 2003 discretionary cash
flow, which is cash flows from operating activities before changes
in working capital and before total exploration expenditures,
totaled $36.1 million as compared to $18.9 million in the same
quarter of 2002.

The Company said second quarter 2003 results benefited from record
high production volumes and significantly higher oil and natural
gas prices. Partially offsetting these benefits were higher costs
and expenses, which were up largely as a result of increased
production and higher exploratory activity levels.

In the second quarter of 2003, natural gas sales volumes rose 30%
to a record high 73.6 million cubic feet of natural gas per day
from 56.6 Mmcf per day in the same period a year ago. Crude oil
production averaged 7,483 barrels per day compared with 9,067
barrels per day in 2002's second quarter. Total production on a
barrel of oil equivalent basis rose 7% to a record high 19,751 Boe
per day, up from 18,492 Boe per day in the same period last year.

Realized natural gas prices rose 62% to $5.36 per thousand cubic
feet of natural gas net of hedging in 2003's second quarter from
$3.31 per Mcf in the same quarter of 2002. Realized oil prices
rose 12% to $26.84 per barrel net of hedging in the second quarter
of 2003 from $23.90 per barrel in the same period a year ago.

Richard A. Bachmann, EPL's Founder, Chairman, President and Chief
Executive Officer, commented, "Increasing production volumes from
our successful drilling program combined with very attractive
commodity prices yielded strong financial results in the second
quarter. In addition, our cash operating costs were kept within
our target ranges even as we ramped up our drilling and
development programs. We are well on our way to generating record
cash flow in 2003, and we are working diligently to re-deploy that
cash flow in growing the Company."

For the six months ended June 30, 2003, EPL's net income available
to common stockholders totaled $19.9 million, or $0.63 per diluted
share. Net income in the period included an after-tax benefit of
$2.3 million, or $0.06 per diluted share, related to the
cumulative effect of a change in accounting principle as a result
of the adoption of Financial Accounting Standards Board Statement
No. 143, "Accounting for Asset Retirement Obligations" which was
effective January 1, 2003. In the same period a year ago, EPL
reported a loss available to common stockholders of $7.0 million,
or $0.25 per diluted share. The 2002 period included a charge of
$1.2 million for expenses relating to the rationalization of EPL's
organization following the acquisition of Hall-Houston Oil
Company. For the six months ended June 30, 2003, cash flow from
operating activities was $60.9 million, compared to a negative
$2.4 million in the same period of 2002. Discretionary cash flow
for the six months ended June 30, 2003 and June 30, 2002 totaled
$73.7 million and $28.4 million, respectively (see reconciliation
of discretionary cash flow schedule in the tables). Significantly
greater total production volumes and sharply higher oil and
natural gas prices were the primary reasons for the increase in
earnings and cash flow in 2003.

For the first six months of 2003, natural gas sales volumes rose
31% to 71.8 Mmcf per day compared with 55.0 Mmcf per day in the
same period in 2002. Crude oil production averaged 7,746 barrels
per day in the first six months of 2003 compared with 8,972
barrels per day in the same period a year ago. Total production on
a Boe basis rose 9% to 19,716 Boe per day from 18,131 Boe per day
in the same period last year.

In the first half of 2003, natural gas prices averaged $5.46 per
Mcf net of hedging, up 79% from $3.05 per Mcf realized in the same
period last year. Realized oil prices averaged $28.59 per barrel
net of hedging, up 29% compared with $22.14 per barrel in the same
2002 period.

EPL's capital expenditures totaled $32.3 million during the second
quarter of 2003, nearly a four-fold increase from $6.8 million
invested in the second quarter of 2002. For the first six months
of 2003 capital expenditures totaled $56.7 million, up more than
three-fold compared with the same period a year ago.

As previously announced, on April 16, 2003, the Company completed
a public offering of 4,210,526 primary shares and 2,585,590
secondary shares, which was priced at $9.50 per share. The over-
allotment option for 1,019,417 additional secondary shares was
subsequently exercised. The Company used the net proceeds of $37.6
million from the sale of primary shares to repay a portion of its
outstanding credit facility. The full proceeds from the sale of
secondary shares and the over-allotment option went to the selling
shareholders.

As of June 30, 2003, EPL's long-term debt totaled $78.7 million
while cash and cash equivalents stood at $8.8 million. Debt
represented 24% of total capitalization.

On August 5, 2003, the Company completed an offering of $150
million of senior unsecured notes. These notes mature in 2010 and
have a coupon of 8.75% paid semi-annually. The Company is using
the net proceeds after commissions and expenses of $145.3 million
to redeem at par the full $38.4 million of its existing 11% Senior
Subordinated Notes, to reduce outstanding bank indebtedness and
for general corporate purposes including acquisitions.

                         Hedging Positions

The Company further increased its hedging positions on its oil and
natural gas production during the second quarter. A summary of its
current hedging positions is available under the Investor
Relations section at the Company's Web site at
http://www.eplweb.com  

                       Operational Highlights

During the second quarter of 2003, the Company successfully
completed five of seven wells drilled. All five of the successful
wells were exploratory discoveries. The Company also successfully
completed nine workovers/recompletions, of which six were natural
gas and three were oil. In addition, production was initiated
during the quarter at West Cameron 210 and South Marsh Island 24,
both of which were successful exploratory wells in the fourth
quarter of 2002. Production also commenced at Eyeball, a
successful exploratory well drilled at Greater Bay Marchand in the
first quarter of 2003.

On July 28, 2003, the Company initiated production from its Eugene
Island 27 field, which was a 2002 exploratory discovery. The
Company owns a 100% working interest in this field.

During the second quarter, the Company was awarded the six leases
on which it was high bidder during the Central Gulf of Mexico
Lease Sale 185 held in March 2003. The six new leases total
approximately 30,000 gross acres.

The Company also said that it had successfully drilled the East
Cameron 161 A1 sidetrack well. This exploratory well was drilled
from an existing platform to a total vertical depth of 8,235 ft.
and encountered approximately 50 ft. of net natural gas pay. The
well is currently being completed and is expected to be onstream
by the end of August. EPL is the operator and owns a 100% working
interest in the well.

Bachmann continued, "So far this year, we have successfully
drilled seven of eight exploratory wells for an 88% success rate.
Our strong cash flow combined with our ongoing drilling success
has encouraged us to expand our capital and exploration budget for
2003. We recently announced that we intend to invest $110 million
in that program, a 22% increase over the $90 million budget
established at the beginning of the year. The second half of 2003
will be particularly busy, as we now plan to drill as many as 16
to 17 additional exploratory wells by year end. Furthermore, we
anticipate that at current price levels we will generate
additional free cash flow that will be available to fund
acquisitions or for other purposes."

Founded in 1998, EPL is an independent oil and natural gas
exploration and production company based in New Orleans,
Louisiana. The company's operations are focused in the shallow to
moderate depth waters of the Gulf of Mexico Shelf.


EQUITY INNS: Reports Weaker Performance for Second Quarter 2003
---------------------------------------------------------------
Equity Inns, Inc. (NYSE: ENN) (S&P, B+ Corporate Credit Rating,
Negative), a premier hotel real estate investment trust, announced
its results for the second quarter ended June 30, 2003.

Income from continuing operations for the second quarter of 2003
was down $177,000 at $3.4 million compared to $3.6 million, for
the second quarter of 2002.

Net loss to common shareholders for the second quarter 2003 was
$1.8 million, compared to net income of $2.1 million for the
second quarter 2002. The decline was primarily due to a $3.6
million impairment charge related to three hotels categorized as
held-for-sale on the balance sheet. Two of the three properties
are exterior corridor hotels, which the Company intends to dispose
of over time as part of its long-term strategic plan.

Highlights for the Quarter:

-- Funds From Operations per share of $0.28 exceeds analyst
   consensus estimates

-- Improving balance sheet - no significant debt maturities until
   2007

-- Market share increases across the portfolio

-- Prime Hospitality agreements updated

-- Dividend of $0.13 per share in line with guidance

Funds from operations:

Funds from operations for the second quarter 2003 were $11.8
million compared to FFO of $12.4 million for the period ended June
30, 2002. EBITDA was $20.5 million in the second quarter of 2003
versus $20.7 million in the same period last year. Equity Inns'
second quarter FFO decrease is primarily the result of the
Company's same store hotel portfolio RevPAR decreasing 2.2% to
$54.32 from $55.55 versus the same period a year earlier. In the
second quarter, Equity Inns' RevPAR performance outperformed the
industry's RevPAR decline of 3.1%. The Company's occupancy was
flat at 71.4%, while average daily rate was down 2.2% to $76.11
compared to $77.85 in the second quarter of 2002.

While RevPAR results are primarily the cause of the decrease in
FFO, the Company's hotel expenses declined $522,000 compared to
the same period last year. The decline in hotel costs was driven
by a reduction in repairs and maintenance of $368,000, for major
equipment repairs that had been completed in the prior year,
$262,000 from real estate tax reductions and savings on property
insurance and an increase in shortfall contributions from Prime
Hospitality of $321,000 to compensate Equity Inns for the reduced
earnings of the Company's AmeriSuites. These hotel costs were
offset for the most part by increases in wages, benefits,
utilities, and health insurance. The reduction in FFO was also
impacted by increases in corporate general and administrative
costs of $253,000 and amortization of debt costs of approximately
$390,000 in connection with the early refinancing of the Company's
line of credit that was originally set to expire in October 2003.

During the quarter, the hotel gross operating profit margin was
42.6% versus 42.9% in the same period of 2002. GOP margin is
defined as hotel revenues minus hotel operating costs before
property taxes, insurance and management fees, divided by hotel
revenues. The reduction in GOP margin in the quarter came
primarily from lower revenue.

Equity Inns' RevPar for April, May and June, decreased 3.5%, 1.7%,
and 1.5% respectively, versus the same periods last year. The
Company's preliminary RevPAR results for the month of July were up
0.9%, the first monthly increase in 2003. In the second quarter
more than 41% of Equity Inns' hotels had positive RevPAR growth.
In fact, two of the Company's regions generated positive increases
in RevPAR. The most meaningful increase was a 0.8% increase in the
South Atlantic region, which represents approximately 28% of
Equity Inns' hotels. This was the fourth consecutive quarter this
region posted a year over year RevPAR increase.

One of the Company's strongest brands, Homewood Suites produced a
RevPar increase of 5.3% during the second quarter driven primarily
by the 233-room downtown Chicago Homewood Suites where RevPar
increased over 11.0% for the quarter. The hotel benefited from its
strong market share position and the improving Chicago
marketplace. Throughout the Company's nine Homewood Suites, strong
occupancy gains and slightly increased rates combined to impact
the brand's performance for the quarter.

In addition, as measured by Smith Travel Research, Equity Inns
hotel portfolio's occupancy penetration increased 3.0% to 109.9%,
while RevPAR yield increased 1.5% to 116.0%, indicating that the
Company's share is increasing in each of its markets. The improved
occupancy penetration and RevPAR yield during the quarter was due
to a number of factors, including additional emphasis on leisure
weekend business and better utilization of e-commerce distribution
channels. One example of strong occupancy growth in the second
quarter was the AmeriSuites brand, which increased efforts to
regain market share. While rates suffered in short-term, Equity
Inns' AmeriSuites posted an occupancy increase of 3.5 points in
the second quarter ended June 30, 2003.

"We are quite proud that we have outperformed or met industry
RevPAR growth for eight out of the last ten quarters and continue
to increase market share. Our strategy of prudently managing
costs, and hiring the right management companies for a particular
hotel property is helping Equity Inns produce these positive
results," commented Howard Silver, President and COO.

For the six months ended June 30, 2003, Equity Inns reported FFO
of $18.7 million or $0.45 per share compared to $20.3 million or
$0.51 per share last year. RevPAR for the first six months of 2003
was $50.62 compared to $51.76, while occupancy was relatively flat
at 66.8%. ADR during the six-month period was $75.75 compared to
$77.27 year over year. In the first half of fiscal 2003, Equity
Inns' results continued to outperform the industry for the six-
month period, with a RevPAR decrease of 2.2% versus an industry
decrease of 2.5% (as measured by Smith Travel Research).

Capital Structure:

During the second quarter, Equity Inns closed on a $110 million
senior secured revolving credit facility. The credit facility is
non- amortizing and is secured by 26 operating hotels. The
facility has a three-year term with a one-year extension option,
and bears interest at a variable rate of LIBOR plus 2.25% to 3.0%,
as determined by the Company's percentage of total debt to EBITDA.
The new credit facility replaced the Company's previous $125
million senior secured revolving line of credit.

At June 30, 2003, Equity Inns' debt outstanding was $364.1
million, which included $92.7 million drawn under its $110 million
line of credit. The weighted average life of the Company's fixed
rate debt was 6 years. The Company's total debt represented
approximately 38% of the cost of its hotels, the lowest level in
five years.

Recent Events:

During the quarter the Company updated its current franchise
contracts and management agreements with Prime Hospitality on its
19 AmeriSuites hotels. The cash flow guarantee agreements were not
extended beyond their original terms and are set to expire between
2007 and 2008. Under the new agreements, Prime and Equity Inns
extended the existing franchise agreements to 2028 and management
agreements to 2010 as long as Prime continues to be in compliance
with the cash flow guarantees previously agreed to in the original
agreements.

On July 10, 2003 the Company priced an offering of 3,000,000
shares of 8.75% Series B Cumulative Preferred Stock (liquidation
preference of $25 per share) that is expected to close on August
11, 2003. The Company granted the underwriters an overallotment
option to purchase 450,000 additional shares of the Series B
Preferred Stock, which is exercisable within 30 days after
closing.

Net proceeds from the issuance, excluding any proceeds from the
overallotment, will be approximately $72.3 million. The Company
will use approximately $68.8 million to redeem the Company's
outstanding 9.5% Series A Cumulative Preferred Stock and the
balance to repay a portion of outstanding borrowings under the
Company's line of credit. Assuming that the overalloment is
issued, the Company will realize approximately $14 million that
will be used primarily to reduce debt.

Mr. Silver continued, "We are pleased that we were able to take
advantage of market conditions. We will save 75 basis points by
replacing our preferred stock yielding 9.5% with a preferred stock
that will yield 8.75%. With no significant debt maturing until
2007, we increased our financial flexibility and capacity. As we
pursue our strategy of growth and diversification we intend to
maintain strict operating and financial disciplines at each of our
properties."

Dividend:

The level of Equity Inns' common dividend will continue to be
determined each quarter, based upon the operating results of that
quarter, economic conditions, and other operating trends. For the
second quarter 2003, Equity Inns paid a $0.13 per share dividend
on its common stock.

At this time, we remain confident in our ability to manage the
business despite industry trends," commented Phillip H. McNeill,
Sr., Chairman and CEO of Equity Inns stated. "We are pleased that
compared to second quarter 2000, a historical high point for the
industry for performance, Equity Inns' occupancy is down just 0.6%
and ADR is down only $4.22. We attribute this to our ability to
manage risk and our platform of diversity: segment, geographic and
management company. This helps to position the Company to take
advantage of opportunities and mitigate the traditional volatility
associated with the lodging industry."

Mr. McNeill concluded, "Our ability to improve our cost structure
and strengthen our balance sheet provides the Company with the
financial flexibility to meet the challenges and opportunities
that categorize the current lodging industry. The fact that we
have been able to maintain our dividend policy is a tribute to
management and the success of our long-term strategy. As we
execute on our business plan, Equity Inns is positioned to
increase shareholder value."

2003 Guidance:

While Equity Inns exceeded second quarter FFO expectations, the
Company refined its guidance for fiscal 2003, taking into account
the uncertainty of the economy and the competitive landscape.
Based on these factors and current conditions, the Company expects
2003 FFO to be in the range of $0.87 to $0.94 per share, including
a $0.15 to $0.18 per share income tax benefit. Management also
adjusted its RevPAR range to negative 3.0% to a positive 1.0% for
the year.

In addition, Equity Inns believes that its 2003 results will
follow the historical quarterly FFO breakdown, with the third
quarter contributing approximately 31% to 33% and the fourth
quarter contributing approximately 18% to 19%. Subsequently, for
the third quarter ending September 30, 2003, Equity Inns expects
FFO to be in the $0.27 to $0.31 per share range, including a $0.02
to $0.04 per share income tax benefit.

The Company is currently anticipating 2003 capital expenditures of
approximately $15-$16 million.

Equity Inns, Inc. is a self-advised REIT that focuses on the
upscale extended stay, all-suite and midscale limited-service
segments of the hotel industry. The Company owns 95 hotels with
12,210 rooms located in 34 states. For more information about
Equity Inns, visit the Company's Web site at
http://www.equityinns.com  


FLEMING COS: Court Okays Blackstone's Retention as Fin'l Advisor
----------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates sought and
obtained the Court's permission to hire The Blackstone Group LP as
financial advisor.  

As Advisor, Blackstone will:

     a. assist in the evaluation of their businesses and
        prospects;

     b. assist in the development of a long-term business plan and
        related financial projections;

     c. assist in the development of financial data and
        presentations to their Board of Directors, various
        creditors and other third parties;

     d. analyze their financial liquidity and evaluate
        alternatives to improve such liquidity;

     e. analyze various restructuring scenarios and the potential
        impact of these scenarios on the recoveries of those
        stakeholders impacted by their restructuring;

     f. provide strategic advice with regard to restructuring or
        refinancing their obligations;

     g. evaluate their debt capacity and alternative capital
        structures;

     h. participate in negotiations among them and their         
        creditors, suppliers, lessors and other interested
        parties;

     i. value securities that they will offer in connection with a
        restructuring;

     j. advise them and negotiate with lenders with respect to
        potential waivers or amendments of various credit
        facilities;

     k. assist them in preparing marketing materials in
        conjunction with a possible sale, merger, or other
        disposition of all or a portion of their assets;

     l. assist them in identifying potential buyers or parties-in-
        interest to a merger or sale transaction and assist in the
        due diligence process;

     m. assist and advise them concerning the terms, conditions
        and impact of any proposed Transaction;

     n. provide expert witness testimony concerning any of the
        subjects encompassed by the other financial advisory
        services; and

     o. provide other advisory services as are customarily
        provided in connection with the analysis and negotiation
        of a restructuring or a Transaction.

The Debtors will compensate the firm for its services pursuant to
this fee structure:

     -- a $200,000 monthly advisory fee in cash.  Approximately
        50% of the aggregate Monthly Fees paid to Blackstone
        during its engagement will be credited against a
        restructuring fee, as applicable;

     -- a $10,000,000 restructuring fee upon the completion of a
        restructuring, less any transaction fee; and

     -- on the consummation of a merger or sale Transaction, a
        transaction fee with respect to that Transaction payable
        in cash calculated according to this scale:

        * 1.5% for any consideration up to $100,000,000; and
        * 1.0% for any consideration in excess of $100,000,000.

        If there are multiple transactions, this calculation will
        be applied to each Transaction.  With respect to the sale
        of the Debtors' retail assets, the corresponding
        Transaction Fee will be equal to 50% of the amount as
        calculated according to the formula.

Blackstone will also be reimbursed for its actual and necessary
costs and expenses.

The Debtors will also indemnify Blackstone from any claims and
causes of action related to its financial advisory services.
(Fleming Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FOSTER WHEELER: June 27 Net Capital Deficit Widens to $830 Mill.
----------------------------------------------------------------
Foster Wheeler Ltd. (NYSE: FWC) reported a net loss for the second
quarter of 2003 of $29.3 million, compared to a net loss of $86.0
million for the same quarter last year.

Revenues for the second quarter of 2003 totaled $935.8 million
compared to $958.9 million in the second quarter of last year. The
results for the quarter included expenses of $16.0 million for
professional services and severance benefits driven by the
company's restructuring process, legacy expenses of $6.1 million
resulting from pension curtailment and revaluation, and net
charges of $19.5 million related to five North American projects.

"We think the results, when examined in the context of the charges
outlined above along with the relative market weakness, would
indicate that our operating initiatives and cost-cutting measures
are yielding results," said Raymond J. Milchovich, chairman,
president and chief executive officer. "Our European businesses
and our North American power business posted second-quarter
earnings at or above plan and last year's performance."

"In terms of domestic liquidity, as expected, cash balances
declined during the quarter primarily due to the timing of cash
flows on certain domestic projects combined with planned, but
significant levels of restructuring-related spending," added Mr.
Milchovich. "This trend is forecasted to continue over the next
several quarters and is expected to make domestic liquidity more
challenging in the fourth quarter. We are addressing this issue by
seeking to repatriate additional funds from our non-U. S.
subsidiaries and/or successfully completing a major asset
monetization."

"We are making significant progress on what has been and will
continue to be a very extensive operational and balance sheet
restructuring," continued Mr. Milchovich. "We believe there exists
substantial upside potential in our worldwide operations but that
this potential can only be reached with a materially improved
financial structure."

The net loss included pre-tax charges of $41.6 million and $89.0
million for the second quarter 2003 and 2002, respectively.
Charges for the second quarter of 2003 include: $22.0 million for
revisions to project cost estimates and related receivable
reserves; a gain of $2.5 million on the recovery of a project
claim; and planned pre-tax expenses of $22.1 million for
professional fees, severance and other expenses related to the
company's ongoing restructuring.

Worldwide, cash balances at the end of the quarter were $419
million, compared to $473 million at the end of the first quarter
of 2003, and $385 million at the end of the second quarter of
2002. Of the $419 million in cash at the end of the second
quarter, $342 million was held by non-U.S. subsidiaries. The
company is currently subject to legal and contractual restrictions
on the ability to repatriate much of this cash. In certain
instances, the company must obtain third party consents and is
currently working with the appropriate constituencies with the
intent of modifying certain contractual restrictions. As of June
27, 2003, the company's indebtedness was $1.1 billion, essentially
unchanged from year-end 2002 and the end of the second quarter of
2002.

For the six months ended June 27, 2003, revenues were $1.7
billion, down slightly from $1.8 billion in the first six months
of last year. The net loss for the period was $49.2 million
compared to a net loss of $262.1 million in the first six months
of 2002. Pre-tax charges of $60.8 million and $274.7 million were
included in the first six months of 2003 and 2002, respectively.

Reported results for the second quarter and first six months of
2003 and 2002 are supplemented with related amounts. A full
reconciliation with reported amounts and details of the charges
are included in the attached tables. Management believes these
supplemental financial measures provide useful information and a
more comprehensive understanding of the financial results.

Foster Wheeler's June 27, 2003 balance sheet shows a working
capital deficit of about $150 million, and a total shareholders'
equity deficit of about $830 million.  

               Bookings and Segment Performance

New orders booked during the second quarter of 2003 were $647.1
million compared to $533.2 million in the second quarter of last
year, excluding orders of $115.2 million related to the assets of
the environmental business that were sold in the first quarter of
2003. The company's backlog was $3.3 billion, compared to $3.9
billion at the end of the second quarter of 2002, excluding $1.8
billion related to the environmental business.

Second-quarter new bookings for the Engineering and Construction
(E&C) Group were $460.4 million, up 16% compared to $397.3 million
during the year-ago quarter, excluding the environmental orders.
The increase was due to growth in orders in Europe. The Group's
backlog was $2.2 billion, compared to $2.6 billion at quarter-end
2002, excluding backlog of $1.8 billion for the environmental
business. Revenues for the E&C Group in the second quarter of 2003
were $529.2 million, up 9% compared to $485.7 million in the
second quarter of 2002, excluding environmental revenues of $74.5
million. The increase was primarily due to higher revenues in the
UK. Earnings before interest, taxes, depreciation and amortization
(EBITDA) were $12.4 million this quarter, compared to a loss of
$9.5 million for the same period last year.

New bookings in the second quarter for the Energy Group increased
to $187.4 million, compared to $138.0 as orders increased in both
the North American and European operations. Backlog at quarter-end
was $1.2 billion, compared to $1.4 billion at quarter-end 2002.
Energy Group revenues for the quarter were $409.3 million,
essentially flat with $411.9 million in the same quarter of 2002,
as improvements in the European power business offset the U.S.
power operations decline. EBITDA for the quarter was $27.0 million
compared to a loss of $7.8 million last year. Operations in Europe
continue to improve on revenue growth while the U.S. business is
benefiting from cost reductions and better execution on existing
projects.

Foster Wheeler Ltd., is a global company offering, through its
subsidiaries, a broad range of design, engineering, construction,
manufacturing, project development and management, research and
plant operation services. Foster Wheeler serves the refining, oil
and gas, petrochemical, chemicals, power, pharmaceuticals,
biotechnology and healthcare industries. The corporation is based
in Hamilton, Bermuda, and its operational headquarters are in
Clinton, New Jersey, USA. For more information about Foster
Wheeler, visit its Web site at http://www.fwc.com  


FRANKLIN CLO IV: S&P Assigns BB Rating to $8 Mill. Class E Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Franklin CLO IV Ltd./Franklin CLO IV Corp.'s $350
million floating-rate notes due 2015.

The preliminary ratings are based on information as of Aug. 7,
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.

                  PRELIMINARY RATINGS ASSIGNED
          Franklin CLO IV Ltd./Franklin CLO IV Corp.

  Class                          Rating          Amount (mil. $)
  A                              AAA                      256.00
  B                              AA                        25.00
  C                              A                         18.50
  D                              BBB                       15.30
  E                              BB                         8.00
  Preferred equity certificates  N.R.                      27.35
  Combination securities         N/A                        N/A
  N/A-Not applicable.


FREMONT GENERAL: Declares 33% Increase in Shares Cash Dividend
--------------------------------------------------------------
The Board of Directors of Fremont General Corporation (NYSE: FMT)
declared a quarterly cash dividend of $0.04 cents per share on its
common stock, payable October 31, 2003 to shareholders of record
on September 30, 2003.  This represents a 33% increase over the
previous quarter's dividend.  The declaration of the quarterly
dividend represents the 107th consecutive quarterly cash dividend
to be paid by the Company.

Fremont General Corporation is a financial services holding
company and its common stock is traded on the New York Stock
Exchange under the symbol "FMT".

                         *    *    *

                        Junk Ratings

As reported in Troubled Company Reporter's May 29, 2003 edition,
Fitch Ratings upgraded the senior debt ratings of Fremont
General Corporation to 'CCC+' from 'CCC-'. The trust preferred
securities issued by Fremont's affiliate Fremont General Financing
I remain at 'CC'. The Rating Outlook is revised to Stable from
Evolving.

Fremont has used excess cash flows generated by its remaining
subsidiary, Fremont Investment and Loan, a California-chartered
industrial bank, to repurchase its senior debt in the open market.
The amount of senior debt outstanding has declined considerably,
to $213 million currently from $260 million at year-end 2002 and
$425 million when originated in 1999. Trust preferred securities
outstanding remain at $100 million.


GALEY & LORD: Wants More Time to Make Lease-Related Decisions
-------------------------------------------------------------
Galey & Lord, Inc., and its debtor-affiliates want more time to
make lease-related decisions.

In the ordinary course of their business, the Debtors relate, they
are party to numerous unexpired leases of non-residential real
property.  The Debtors have still not determined whether it is in
the best interests of their estates and their creditors to assume
or reject the Leases. The Debtors are currently in the process of
analyzing the Leases as they formulate their disclosure statement
and plan of reorganization. Absent the extension, the Debtors
would be obligated to assume or reject each of the Leases before
they had a full opportunity to examine each such Lease in the
context of the Debtors' long term plans.

Consequently, the Debtors ask the Court to move their time period
to assume, assume and assign, or reject unexpired nonresidential
real property leases through December 12, 2003.

The Debtors says there's good cause for an extension. As an
initial matter, many of the Leases remain necessary to the
Debtors' ongoing operations and thus are vital assets to the
Debtors.

Furthermore, the Debtors have made significant progress in
formulating a reorganization strategy and drafting a disclosure
statement and plan of reorganization, but have not yet completed
such strategy and drafting. A continuing analysis of the Leases is
an integral part of this process and the Debtors are still
analyzing the Leases from this perspective.

Galey & Lord, a leading global manufacturer of textiles for
sportswear, including cotton casuals, denim, and corduroy, and is
a major international manufacturer of workwear fabrics, filed for
chapter 11 protection on February 19, 2002 together with its
affiliates (Bankr. S.D.N.Y. Case No. 02-40445).  When the Company
filed for protection from its creditors, it listed $694,362,000 in
total assets and $715,093,000 in total debts.  Joel H. Levitin,
Esq., Esq., at Dechert represents the Debtors and Michael J. Sage,
Esq., at Stroock & Stroock & Lavan LLP, represents the Official
Committee of Unsecured Creditors.


GLIMCHER REALTY: Prices $60 Million Perpetual Preferred Offering
----------------------------------------------------------------
Glimcher Realty Trust (NYSE: GRT) announced a $60 million public
offering of 2,400,000 shares of 8.75% Series F Cumulative
Redeemable Shares of Beneficial Interest at a price of $25.00 per
share. The net proceeds of the offering of approximately $57.8
million will be used to partially fund the Company's pending
acquisition of WestShore Plaza, an enclosed regional mall located
in Tampa, Florida, and to repay a portion of the outstanding
balance on the Company's $170 million secured credit facility.

Deutsche Bank Securities acted as sole book running manager and
McDonald Investments Inc., acted as co-manager of the offering. A
shelf registration statement relating to these securities was
previously filed with the Securities and Exchange Commission and
declared effective. This press release shall not constitute an
offer to sell or a solicitation of an offer to buy Series F
Preferred Shares. The offering of Series F Preferred Shares is
being made only by means of a prospectus supplement and
prospectus. The prospectus supplement and prospectus shall not
constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of these securities, in any state
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such states. A copy of the prospectus and prospectus supplement
may be obtained from Deutsche Bank Securities.

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

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


GRESHAM STREET: S&P Assigns BB+ Preferred Share Rating
------------------------------------------------------
Standard & Poor's Ratings Services today assigned its ratings to
Gresham Street CDO Funding 2003-1 Ltd./Gresham Street CDO Funding
2003-1 Corp.'s (Gresham Street CDO Funding 2003-1) notes and
preference shares.

Gresham Street CDO Funding 2003-1 is a collateralized debt
obligation backed primarily by CDOs and ABS and is structured as a
cash flow transaction.

The transaction is static with the collateral administered by
Structured Credit Partners LLC, a subsidiary of Wachovia Corp.

The ratings are based on the following:

-- Adequate credit support provided by subordination and excess
   spread;

-- Characteristics of the underlying collateral pool, consisting
   primarily of RMBS, CMBS, and REIT debt securities;

-- Hedge agreements entered into with an appropriately rated
   counterparty to mitigate the interest rate risk created by
   having certain fixed-rate assets and floating-rate liabilities;

-- Scenario default rates of 10.66% for class A, 10.66% for class
   B, 7.16% for class C, 3.88% for class D, and 2.23% for the
   preference shares; and break-even loss rates of 18.57% for
   class A, 15.19% for class B, 7.34% for class C, 5.99% for class
   D, and 3.84% for the preference shares that provide cushions of
   7.91% for class A, 4.53% for class B, 0.18% for class C, 2.11%
   for class D, and 1.6% for the preference shares;

-- Weighted average maturity (WAM) of 5.065 years for the
   portfolio;

-- Default measure of 0.11%;

-- Variability measure of 0.60 %; and

-- Correlation measure of 1.23% for the portfolio.

Under Standard & Poor's stresses, interest on the class C and D
notes is deferred for some periods; thus, the ratings on the these
notes address the ultimate payment of interest and principal.

The rating on the preference shares addresses the ultimate payment
of the notional principal amount.

                         RATINGS ASSIGNED

             Gresham Street CDO Funding 2003-1 Ltd./
             Gresham Street CDO Funding 2003-1 Corp.

          Class                Rating    Amount (mil. $)
          A                    AAA                 226.7
          B                    AAA                  17.6
          C                    AA                    8.6
          D                    BBB                   5.3
          Preference shares    BB+                   5.3


HANOVER DIRECT: June 28 Balance Sheet Insolvency Widens to $65MM
----------------------------------------------------------------
Hanover Direct, Inc., (Amex: HNV) announced operating results for
the 13- and 26-weeks ended June 28, 2003.

The Company reported that internet sales continue to show strong
growth, comprising 27.0% of total revenues for the 26-week period
ended June 28, 2003. Internet net revenues for the 13-week and 26-
week periods ended June 28, 2003 were $27.5 million and $53.1
million, respectively, or 31.9% and 32.2% above the comparable
fiscal periods in 2002. Total net revenues for the 13-weeks and
26-weeks ended June 28, 2003 were $105.8 million and $208.2
million, respectively, a decrease of $8.1 million (7.1%) and $15.2
million (6.8%), respectively, from the prior year 13-week and 26-
week results. The decreases were due primarily to softness in
demand related to general economic conditions.

For the 26-weeks ended June 28, 2003, the Company reported a net
loss of $7.0 million compared with a net loss of $6.4 million for
the 26-weeks ended June 29, 2002. The results for the 26-week
periods ended June 28, 2003 and June 29, 2002 include $1.9 million
and $0.3 million, respectively, in after tax gains resulting from
the sale of the Improvements business in June 2001. Net loss per
common share was $.05 for both the 26-weeks ended June 28, 2003
and June 29, 2002. The per share amounts were calculated after
deducting preferred dividends and accretion of $7.9 million and
$6.4 million for the 26-weeks ended June 28, 2003 and June 29,
2002, respectively. The Company also announced that EBITDA
(earning before interest, taxes, depreciation and amortization)
adjusted to add back stock option expense was $6.1 million for the
26-weeks ended June 28, 2003 compared with $6.4 million for the
comparable period in 2002.

The Company also reported net income of $0.7 million for the 13-
weeks ended June 28, 2003 compared with $1.8 million for the 13-
weeks ended June 29, 2002. The results for the 13-weeks ended June
29, 2002 include $0.3 million in after tax gains resulting from
the sale of the Improvements business in June 2001. Net loss per
common share was $.03 for the 13-weeks ended June 28, 2003
compared to a net loss per common share of $.01 for the 13-weeks
ended June 29, 2002. The per share amounts were calculated after
deducting preferred dividends and accretion of $4.3 million and
$3.5 million for the 13-weeks ended June 28, 2003 and June 29,
2002, respectively. The Company also announced that EBITDA
(earning before interest, taxes, depreciation and amortization)
adjusted to add back stock option expense was $3.1 million for the
13-weeks ended June 28, 2003 compared with $5.0 million for the
comparable period in 2002.

Hanover Direct's June 28, 2003 balance sheet shows a working
capital deficit of about $$12 million, and a total shareholders'
equity deficit of about $65 million.

Hanover Direct, Inc. (Amex: HNV) and its business units provide
quality, branded merchandise through a portfolio of catalogs and
e-commerce platforms to consumers, as well as a comprehensive
range of Internet, e-commerce, and fulfillment services to
businesses. The Company's catalog and Internet portfolio of home
fashions, apparel and gift brands include Domestications, The
Company Store, Company Kids, Silhouettes, International Male,
Scandia Down, and Gump's By Mail. The Company owns Gump's, a
retail store based in San Francisco. Each brand can be accessed on
the Internet individually by name. Keystone Internet Services, LLC
(www.keystoneinternet.com), the Company's third party fulfillment
operation, also provides the logistical, IT and fulfillment needs
of the Company's catalogs and web sites. Information on Hanover
Direct, including each of its subsidiaries, can be accessed on the
Internet at http://www.hanoverdirect.com  


HYTEK MICROSYSTEMS: Q2 Results Swing-Down to Net Loss of $40K
-------------------------------------------------------------
Hytek Microsystems, Inc. (OTC: HTEK) announced unaudited results
for the three and six month periods ended June 28, 2003.

The Company incurred a net loss of $39,886 for the three months
ended, as compared to net income of $121,988 for the same period
last year.  Revenues were $2.7 million for the second quarter of
2003, a 14% decrease over prior years second quarter revenues of
$3.2 million.

For the first six months of fiscal 2003, the Company had a net
loss of $206,551, as compared to net income of $318,257 for the
first six months of fiscal 2002.  Revenues for the six-month
period in 2003 were $5.1 million, representing a 25% decrease from
net revenues of $6.8 million for the same period in 2002.

At June 28, 2003, the portion of the Company's backlog
representing customer orders scheduled to ship during the
remainder of 2003 remained relatively unchanged from the prior
quarter end.  Current backlog was approximately $6.54 million at
June 28, 2003 as compared to $6.55 million at March 29, 2003, due
in part to additional contract awards in the geo-physical and
custom markets.

Although Hytek incurred a net loss of $39,886 for the second
quarter of 2003, operating results beat the Company's internal
forecasts.  The net loss was entirely due to a settlement of a
litigation matter.  Production efficiencies with yield
improvements and scrap reductions, combined with a modest increase
in revenue, and the effect of variable operating expense
reductions implemented in prior quarters continue to contribute
positively to revenues and operating margins.

"For the second half of the fiscal year, we expect a very modest
increase in revenue and continued improvement in bottom line
performance over the first half.  For fiscal year 2003, we
anticipate revenues of approximately $10.3 million, with an
overall net loss, but significantly less than fiscal year 2002,"
said John Cole.

"Hytek's front end of the business activity continues to increase,
with focus on our existing major customers in both military and
medical markets. The Company has also directed attention to
business opportunities with new customers in our markets.  
Internally there is incremental improvement in the key
manufacturing parameters and there is progress in the development
of a stronger material supplier base," noted Cole.

Founded in 1974, Hytek, headquartered in Carson City, Nevada,
specializes in hybrid microelectronic circuits that are used in
oil exploration, military applications, satellite systems,
industrial electronics, opto-electronics and other OEM
applications.

As reported in Troubled Company Reporter's May 15, 2003 edition,
the Company, during the first quarter, paid down its loan with
Bank of the West by $20,000.  As of March 29, 2003, the bank
declared the Company to be in default with a financial covenant of
the business loan agreement dated May 21, 2001.  The Company
failed to maintain a minimum tangible net worth of not less than
$5,000,000.


IASIS HEALTHCARE: S&P Ups Credit & Sec. Bank Loan Ratings to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
secured bank loan ratings on IASIS Healthcare Corp. to 'B+' from
'B'. At the same time, Standard & Poor's raised its subordinated
debt rating on IASIS to 'B-' from 'CCC+'. The outlook is stable.
Total debt outstanding as of June 30, 2003, was $664 million.

The ratings upgrade is based on Standard & Poor's increased
confidence that IASIS will be able to sustain its recently
improved credit profile at a level that is consistent with the
higher rating.

"The speculative-grade rating on Franklin, Tenn.-based IASIS
Healthcare Corp. reflects the competitive nature of the company's
key markets and the industry challenges it faces, including
increasing insurance expenses and reimbursement risk," said
Standard & Poor's credit analyst David Peknay.

IASIS owns and operates 14 medium-sized hospitals in growing but
competitive urban and suburban markets. It maintains relatively
well-established positions in Salt Lake City, Utah; Phoenix,
Arizona; Tampa and St. Petersburg, Florida; and Texas. Health
Choice, the company's owned Medicaid health plan in Arizona, has
more than 60,000 members and is a key component of IASIS' strategy
in that market.

Though it struggled at first, IASIS has improved on its ability to
operate hospitals since its formation in 1999. Operating results
have improved through the improvement of the company's corporate
infrastructure, the pruning of unprofitable businesses, and a
physician recruitment program.


INTEGRATED HEALTH: Gets Court Clearance to Use $3.7M Trust Funds
----------------------------------------------------------------
Pursuant to Section 363(b) of the Bankruptcy Code, Integrated
Health Services, Inc., and its debtor-affiliates sought and
obtained the Court's authority to use funds being held in trust by
Citicorp Trust Bank, as successor by merger to Smith Barney
Private Trust Company, pursuant to a December 22, 1997 Trust
Agreement; and to direct Citicorp to distribute the Funds to
Debtor Integrated Health Services.

The Court order enables the Debtors to have access to the Funds in
the event that the Debtors determine that it is necessary to use
the Funds to fund working capital needs. (Integrated Health
Bankruptcy News, Issue No. 62; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


INTERNET CAPITAL: June 30 Net Capital Deficit Burgeons to $93MM
---------------------------------------------------------------
Internet Capital Group, Inc. (Nasdaq: ICGE) reported its results
for the second quarter ended June 30, 2003.

"Our private Core companies continue to make progress in a
challenging market as evidenced by the fact that companies like
NBC, DuPont and Gap continue to select and to leverage the
solutions our partner companies are providing to increase
efficiencies and reduce costs within their organizations," said
Walter Buckley, ICG's chairman and CEO.

                    ICG Financial Results

The Company reported a net loss for the quarter of $26 million
versus a net loss of $13 million for the corresponding 2002
period. The 2003 period was negatively impacted by $7 million in
impairment and restructuring charges. The 2002 period was
positively impacted by $63 million in gains associated with the
repurchase of convertible notes, offset by $34 million in
impairment and restructuring charges. ICG reported consolidated
GAAP revenue of $24 million for the quarter versus $26 million for
the comparable 2002 period.

For the six month period ended June 30, 2003, ICG reported a net
loss of $44 million versus a net loss of $75 million for the
corresponding 2002 period. ICG reported consolidated GAAP revenue
of $49 million for the six months ended June 30, 2003 versus $50
million for the corresponding 2002 period.

                  Private Core Company Results

In an effort to illustrate macro trends within its private Core
companies, ICG provides an aggregation of revenue and net loss
figures reflecting 100% of the revenue and EBITDA for these
companies. ICG does not own its Core companies in their entirety
and, therefore, this information should be considered in this
context. Total revenue and EBITDA, in this context, represents
certain of the financial measures used by the Company's management
to evaluate the performance for Core companies. EBITDA consists of
earnings/(losses) before interest, tax, depreciation and
amortization; stock- based compensation, other non-cash and non-
recurring items have also been excluded. The Company's management
believes these non-GAAP financial measures provide useful
information to investors, potential investors, securities analysts
and others so each group can evaluate private Core companies'
current and future prospects in the same manner as the Company's
management.

"This quarter, the private Core group reported revenue growth and
EBITDA improvement, illustrating progress against our primary
corporate goal of driving growth and profitability at our Core
companies," added Buckley.

Total revenue for ICG's private Core companies was $92 million for
the quarter, or a 6% increase over total revenue of $87 million
during the first quarter of 2003, and a 7% increase over the
second quarter of 2002 revenue of $86 million.

For the quarter, ICG's private Core companies also reported a
total $14 million net loss as compared with a $18 million net loss
in the first quarter of 2003 and a $36 million net loss in the
second quarter of 2002.

ICG's private Core companies also reported a total $3 million
EBITDA loss for the quarter, excluding non-cash and non-recurring
items, as compared with $8 million EBITDA loss in the first
quarter of 2003 and a $16 million EBITDA loss in the second
quarter of 2002.

Since last quarter, ICG's average primary ownership in its private
Core companies decreased from 48% to 44%, due primarily to funding
of eCredit.com by new investors.

                       Capital Allocation

As of June 30, 2003, cash on an ICG corporate basis totaled $65
million. The $19 million decrease from March 31, 2003 is comprised
primarily of $10 million in fundings to existing partner
companies, $7.5 million in interest and other net costs. As of
August 6, 2003 ICG's cash totaled $60 million on a corporate
basis.

At June 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $93 million, as compared to
a deficit of about $52 million six months ago.

Internet Capital Group, Inc. -- http://www.internetcapital.com--  
is an information technology company actively engaged in
delivering software solutions and services designed to enhance
business operations by increasing efficiency, reducing costs and
improving sales results. ICG operates through a network of partner
companies that deliver these solutions to customers. To help drive
partner company progress, ICG provides operational assistance,
capital support, industry expertise, access to operational best
practices, and a strategic network of business relationships.
Internet Capital Group is headquartered in Wayne, Pa.


KASPER A.S.L.: Jones Apparel Pitches Best Bid to Acquire Assets
---------------------------------------------------------------
Kasper A.S.L., Ltd. (OTC Bulletin Board: KASPQ) reported the
results of the auction which was conducted pursuant to Court-
approved bidding procedures. Jones Apparel Group, Inc. (NYSE: JNY)
was determined by the Special Committee of the Board of Directors
to have made the highest offer to purchase the Company. The bid
purchase price consists of $204 million in cash and the assumption
of deferred liabilities, primarily pre-paid royalties, projected
to be approximately $12.6 million at closing, for an aggregate
value of $216.6 million.

In addition, the purchase price is subject to adjustments. The
transaction has the support of the Official Creditors' Committee.

John D. Idol, Chairman and Chief Executive Officer, said, "We are
pleased with the bidding process and believe that it has enabled
us to maximize the value of the Company and produce the best
results for our customers, suppliers, creditors, and
shareholders."

Jones' bid is subject to confirmation at a hearing in the
Bankruptcy Court scheduled for August 14, 2003. If the bid is
confirmed, the sale of the Company will be implemented through an
amended plan of reorganization that will require, among other
things, the approval of the requisite majority of the Company's
creditors and confirmation by the Bankruptcy Court.

The Company anticipates that the transaction will be consummated
by the end of the year.

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

Jones Apparel Group, Inc. -- http://www.jny.com-- a Fortune 500  
Company, is a leading designer and marketer of branded apparel,
footwear and accessories. The Company's nationally recognized
brands include: Jones New York; Lauren by Ralph Lauren, Ralph by
Ralph Lauren, and Polo Jeans Company, which are licensed from Polo
Ralph Lauren Corporation; Evan-Picone, Rena Rowan, Norton
McNaughton, Gloria Vanderbilt, Erika, l.e.i., Energie, Currants,
Jamie Scott, Todd Oldham, Nine West, Easy Spirit, Enzo Angiolini,
Bandolino, Napier and Judith Jack. The Company also markets
costume jewelry under the Tommy Hilfiger brand licensed from Tommy
Hilfiger Corporation and the Givenchy brand licensed from Givenchy
Corporation, and footwear and accessories under the ESPRIT brand
licensed from Esprit Europe, B.V. Celebrating more than 30 years
of service, the Company has built a reputation for excellence in
product quality and value, and in operational execution.


KENTUCKY ELECTRIC: Amends Asset Purchase Agreement with KES
-----------------------------------------------------------
Kentucky Electric Steel, Inc., has entered into an amendment of
the Asset Purchase Agreement, dated July 7, 2003, under which KES
Acquisition Company, LLC would purchase substantially all of the
Company's assets. The amendment provides that KES Acquisition will
receive a $348,414 credit to the $2,998,414 purchase price at
closing, so that the net purchase price to be paid by KES
Acquisition is $2,650,000. The sale remains subject to approval by
the Bankruptcy Court at a hearing to be held on August 14, 2003.

As previously announced, the transaction is also subject to higher
or better bids for the Company's assets, which may be obtained at
an auction to be held on August 13, 2003, pursuant to the approved
Bankruptcy Court procedures. The Company has the right to accept a
higher and better bid which might be received at the auction and
terminate the Agreement with KES Acquisition, subject to payment
of a break-up fee. Any competing bids must be submitted by
August 11, 2003.

The Company does not anticipate that any proceeds from the
disposition of its assets to KES Acquisition will be distributed
to its general unsecured creditors or its stockholders. The
Company intends to promptly file a liquidating plan of
reorganization.

As previously reported, a shut down of the Company's production
facilities has been implemented and on February 5, 2003, the
Company filed for bankruptcy protection under Chapter 11 of the
U.S. Bankruptcy Code in the United States Bankruptcy Court for the
Eastern District of Kentucky with the stated intention to
facilitate the orderly sale of its assets.


LAIDLAW: Judge Kaplan Says Yes to Cooper's $8.5MM Success Fee
-------------------------------------------------------------
The Court previously authorized the Laidlaw Inc. Debtors to employ
Stephen Cooper as Chief Restructuring Officer in accordance with
the terms and conditions of the employment agreements with The
Stephen F. Cooper Corporation, on August 20, 2001.  Pursuant to
the employment terms, the Debtors paid Cooper Corporation $225,000
per month for Mr. Cooper's services, and reimbursed Cooper
Corporation for reasonable out-of-pocket expenses.

Garry M. Graber, Esq., at Hodgson Russ LLP, in New York, related
that the Debtors also agreed to pay Mr. Cooper an $8,500,000
Success Fee after the consummation and implementation of any
reorganization plan, provided that the Debtors succeeded in
obtaining a final judicial order approving a plan of
reorganization under Chapter 11 of the Bankruptcy Code.

Mr. Graber pointed out that the ultimate success of the Debtors'
Chapter 11 would not have occurred without the numerous
significant contributions made by the Restructuring Officers, led
by Mr. Cooper.  Therefore, the Debtors sought the Court's
permission to pay Cooper Corporation the $8,500,000 Success Fee.
The diligence and achievements of the Restructuring Officers amply
justify payment of the Success Fee in accordance with the terms of
the Cooper Employment Agreement.

                     U.S. Trustee Objects

Mary Powers, Esq., as trial attorney for the U.S. Trustee of
Region 2, informs Judge Kaplan that the Laidlaw Inc. Debtors'
request fails to disclose the total fees and expenses paid to
Cooper Corp. since the Petition Date.  The assessment of the value
of the services provided and the reasonableness of the success fee
cannot be determined without a complete disclosure of all fees and
expenses paid to date.    

Ms. Powers contends that no measurable basis or concrete formula
is provided to justify the requested success fee since time
records or any documentation does not support the amount.  Ms.
Powers asserts that the award of the success fee without meeting
the reasonable and necessary standards as provided by Section 330
of the Bankruptcy Code may result in a potentially unjust
windfall to the Debtors.

Thus, the U.S. Trustee asks the Court to determine and allow only
the reasonable and necessary fees to Cooper Corp.       

                        *     *     *

Judge Kaplan approves the payment of the $8,500,000 success fee
to Cooper Corp. and overrules the U.S. Trustee's objection.
(Laidlaw Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


LEAP WIRELESS: Brings-In UBS Warburg as Financial Advisor
---------------------------------------------------------
Judge Adler authorizes Leap Wireless International Inc., and its
debtor-affiliates to employ and compensate on the terms and for
the purposes set forth in the Engagement Letter, Smith  
Declaration, Application, and Stipulation, the firm of UBS Warburg
LLC as their financial advisors in these Chapter 11 cases, nunc
pro tunc as of the commencement of these cases.

Furthermore, the Court orders that:

    (1) The terms and conditions of UBS' retention set forth in
        the Engagement Letter, Smith Declaration, Application, and
        Stipulation are approved, pursuant to Section 328(a) of
        the Bankruptcy Code;

    (2) So long as the Debtors' cases are pending in Court, all
        requests for indemnification will be made by means of
        application and will be subject to the Court's review, to
        ensure that any indemnification payment conforms to the
        Engagement Letter and the review, to ensure that any
        indemnification payment conforms to the Engagement Letter
        and the Stipulation is reasonable, based upon the
        circumstances of the claim for which indemnity is sought;
        and

    (3) If UBS seeks reimbursement for attorneys' fees from the
        Debtors under the Engagement Letter, it will include the
        invoices and supporting time records of its attorneys with
        its fee applications.  Those invoices and time records
        will be subject to the Bankruptcy Court's approval under
        the standards of Section 330 and 331 of the Bankruptcy
        Code, without regard to whether UBS's attorneys have been
        retained under Section 327 of the Bankruptcy Code or to
        whether their services satisfy Section 330(a)(3)(C) of the
        Bankruptcy Code.

UBS Warburg LLC, as financial advisors, will:

    -- provide advisory services in connection with restructuring
       the Debtors' liabilities,

    -- assist with evaluating any business combination,
       settlement, merger or acquisition opportunities,

    -- assist in the efforts to obtain confirmation of the
       Debtors' plan of reorganization, and, if needed,

    -- provide testimony at confirmation regarding feasibility and
       financial matters pursuant to the Debtors' plan of
       reorganization.

UBS Warburg will charge Leap and Cricket these fees for its
professional services:

    A. A $400,000 retainer fee, which the Debtors paid in
       September 2002;

    B. A $200,000 monthly cash advisory fee.  After the
       commencement of these Chapter 11 cases, the Monthly
       Advisory Fee will be paid by Cricket Communications, Inc.,
       in advance, on the 15th day of each month during the term
       of the engagement.  No portion of the Monthly Advisory Fee
       will be credited against any other fee payable to UBS
       Warburg;

    C. In the event the Restructuring Transaction is consummated,
       a $3,350,000 transaction fee, to be paid by Cricket
       Communications, Inc.  The Transaction Fee will be earned
       and payable after the effective date of a plan of
       reorganization by the Debtors;

    D. If the Company consummates a Private Equity Financing other
       than a Qualcomm Transaction, Cricket Communications, Inc.
       will pay UBS Warburg in cash at the closing a 5% gross
       spread on the aggregate amount of the financing; and

    E. The reimbursement of all reasonable expenses incurred by
       UBS Warburg in connection with the services rendered to the
       Debtors, including the reasonable fees, disbursements and
       other charges of its legal counsel. (Leap Wireless
       Bankruptcy News, Issue No. 8; Bankruptcy Creditors'         
       Service, Inc., 609/392-0900)  


MIRANT: Wants Court Nod to Hire Ordinary Course Professionals
-------------------------------------------------------------
Pursuant to Sections 327 and 328 of the Bankruptcy Code, the
Mirant Corp. Debtors seek the Court's authority to employ
professionals in the ordinary course of their business.

According to Ian Peck, Esq., at Haynes and Boone LLP, in Dallas,
Texas, the Debtors employ several Ordinary Course Professionals
prior to the Petition Date.  The services provided include legal
services with regard to specialized areas of the law, certain
accounting services, environmental and engineering consulting
services and related services, which are necessary to the day-to-
day continuation of the Debtors' operations and are unrelated to
the administration of these Chapter 11 cases.

Mr. Peck relates that in light of the additional cost associated
with the preparation of employment applications for professionals
who will receive relatively small fees and the substantial number
of Ordinary Course Professionals, it is impractical and cost
inefficient for the Debtors to submit individual applications and
proposed retention orders for each professional.

The Debtors seek the Court's permission to pay each Ordinary
Course Professional, without a prior application to the Court by
each professional, the full amount of the fees and disbursements
billed, upon the submission to and approval by the Debtors of an
appropriate invoice setting forth in reasonable detail the nature
of the services rendered and disbursements actually incurred and
calculated in accordance with such Ordinary Course Professional's
standard billing practices without prejudice to the Debtors'
right to dispute any invoices.  However, if any Ordinary Course
Professional's fees and disbursements exceed $50,000 per month,
then the payments to that Ordinary Course Professional for the
excess amounts will be subject to the Court's prior approval in
accordance with Sections 330 and 331 of the Bankruptcy Code, the
Federal Rules of Bankruptcy Procedure, the Local Rules and Orders
of the Court and the Fee Guidelines promulgated by the Executive
Office of the United States Trustee.

Although certain of the Ordinary Course Professionals may hold
unsecured claims against the Debtors in respect of prepetition
services rendered to the Debtors, the Debtors do not believe that
any of the Ordinary Course Professionals have an interest
materially adverse to the Debtors, their creditors or other
parties-in-interest that should preclude the Ordinary Course
Professional from continuing to represent the Debtors.

Mr. Peck contends that the proposed employment of the Ordinary
Course Professionals and the payment of compensation will:

    (a) save the estates the expense of separately applying for
        the employment of each professional; and

    (b) spare the Court and the U.S. Trustee from having to
        consider numerous fee applications involving relatively
        modest amounts of fees and expenses. (Mirant Bankruptcy
        News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)


MMI PRODUCTS: S&P Cuts Ratings Due to Slumping Credit Measures
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston, Texas-based MMI Products Inc. to 'B-' from 'B'.
The current outlook is negative.

MMI, a manufacturer of fencing and concrete reinforcing products,
has total debt, including holding company debt, of about $300
million.

"The rating action reflects deteriorating credit measures caused
by depressed volumes, rising steel prices, and lower product
pricing that have squeezed MMI's operating margins during a period
already challenged by the company's substantial restructuring and
consolidation efforts," said Standard & Poor's credit analyst
Pamela Rice.

The current ratings reflect the assumption that the company will
be able to obtain a waiver of a second quarter financial covenant
violation, which should leave it with enough liquidity to meet its
operating, capital, and debt servicing requirements in the near
term.


MORTGAGE CAPITAL: S&P Affirms B/B- Ratings on Class H & J Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of Mortgage Capital Funding Inc.'s multifamily/commercial
mortgage pass-through certificates series 1996-MC1. At the same
time, ratings are affirmed on four classes from the same series.

The rating actions reflect the increased subordination levels due
to amortization and loan pay offs, a loan pool that has performed
well (with no losses to date), and an improved weighted average
debt service coverage ratio for year-end 2002 (93% of loans
reporting) of 1.56x, up from 1.52x at issuance. As of July 2003,
the loan pool had paid down 42% since issuance, with a balance of
$281.74 million and 110 fixed-rate loans (average mortgage rate is
8.574%); the loan pool balance at issuance was $482.36 million
with 162 loans. As of July 2003, two loans were delinquent
totaling $6.18 million (2.2% of loan pool), and one loan ($2.9
million, 1.1%), current with debt service payments, was being
specially serviced. One of the delinquent loans is 90-plus days
delinquent ($1.3 million, 0.47%; total exposure is $1.6 million)
and is secured by a healthcare facility located in Longwood, Fla.
The court has approved an order authorizing the receiver to sell
the property. In July 2003, the special servicer, GMAC Commercial
Mortgage Corp., advised that there has been interest to purchase
the property. The other delinquent loan is 60-plus days delinquent
($6.18 million, 2.2%; total exposure is $6.3 million) and is
secured by two retail properties that are cross-collateralized and
cross-defaulted where Kmart is a tenant. One of the Kmart stores,
located in Elizabeth City, N.C., closed in March 2003. The other
Kmart store, located in Rocky Mount, N.C., is not scheduled to
close and remains open for business. GMACCM has received a $2.5
million discounted pay-off offer on the closed property and is now
analyzing the proposal, along with other resolution alternatives.

The master servicer, GMACCM, placed 33 loans on its watchlist
($76.05 million, 26.9%). Fifteen of the loans ($22.13 million,
7.9%) reported DSCRs below 1.0x (includes first and ninth largest
loan). The other 18 loans ($53.75 million, 19.0%) reflect a
decline in occupancy at the properties.

The following two watchlist loans (from the top 10) are of concern
to Standard & Poor's:

-- The largest loan ($16.8 million, 5.9%), is secured by a 298,242
   square-feet (sq. ft.) community shopping center in
   Philadelphia, Pa. In September 2002, one anchor, Pharmor,    
   occupying 62,754 sq. ft., sought bankruptcy protection and
   vacated the center. While the 2002 year-end DSCR of 1.21x was
   nearly the same as the DSCR of 1.23x at issuance, a March 2003
   rent roll reflected that the occupancy had declined to 78% from
   97% at issuance. The borrower reported in June 2003 that
   another anchor, Sears, is currently negotiating to expand into
   the former Pharmor space sometime in 2004.

-- The ninth largest loan ($6.5 million, 2.3%), secured by 1,236
   self-storage units in Thousand Oaks, Calif. Although the 2002
   year-end DSCR declined to 0.90x from 1.38x at issuance, the
   DSCR for the first three months of 2003 showed an increase of
   1.18x with 94% occupancy. The property is located in a very
   competitive area. The borrower recently completed improvements
   to the exterior of the property and is working with a marketing
   specialist.

Standard & Poor's stressed the delinquent loans and weaker
performing watchlist loans in its analysis, and the stressed
credit enhancement levels adequately support the raised and
affirmed ratings.

The loan pool remains diverse with multiple property types that
include multifamily (40%), retail (37%), and self-storage (12%).
The pool also remains geographically diverse with properties
located in 27 states; California, New York, and North Carolina,
have concentrations at 16%, 13%, and 11%, respectively.

                         RATINGS RAISED

                  Mortgage Capital Funding Inc.
     Multifamily/commercial mtg pass-thru certs series 1996-MC1

                      Rating
          Class   To          From   Credit Support (%)
          C       AAA         AA                 39.08
          D       AA+         A+                 32.23
          E       A+          BBB+               26.24
          F       A           BBB                23.67
          G       BBB-        BB                 12.12

                         RATINGS AFFIRMED

                   Mortgage Capital Funding Inc.
     Multifamily/commercial mtg pass-thru certs series 1996-MC1

          Class   Rating   Credit Support (%)
          A-2B    AAA                  55.35
          B       AAA                  50.21
          H       B                     5.70
          J       B-                    4.41


MSF FUNDING: S&P Affirms BB/B Ratings on Class C and D Notes
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on MSF
Funding LLC's $80 million floating-rate asset-backed notes series
2000-1. The notes are backed by medical equipment leases
originated by DVI Inc.'s Brazilian operations.

DVI, which is headquartered in the U.S., announced Aug. 1, 2003,
that it would not make an interest payment due on its 9 7/8%
senior notes due 2004. This prompted Standard & Poor's to lower
DVI's counterparty credit and senior unsecured debt ratings to
'D'.

DVI's Brazilian operations--Medical Systems Finance S.A.,
Healthcare Systems Finance S.A., and Oferil S.A.--sold the medical
equipment leases to MSF Funding. MSF and HSF are the master
servicers of the portfolio of medical equipment leases. Standard &
Poor's credit and legal analysis for the ratings on the MSF
Funding notes assumes that the structure can withstand an
insolvency of DVI's Brazilian operations. Upon such insolvency, a
backup servicer, JPMorganChase Bank (formerly Chase Manhattan
Bank), would assume the servicing of the lease portfolio. Funds in
MSF Funding's accounts may be used to cover expenses relating to
the transfer of servicing to JPMorganChase.

The reserve account, currently at $4.3 million, is sized by
assuming a base amount of $600,000 plus 400 days of interest on
the class A, B, and C notes calculated using an interest rate
assumption of 14.5%. The entire reserve amount can be used to
cover the cost of servicing transfer, commingling risk, and/or
liquidity issues relating to delinquent leases. Standard & Poor's
analysis assumed the default frequency on the lease portfolio was
multiples of the historical performance and no recovery value
would be obtained on the liquidation of any defaulted leases.

Performance on the Brazilian lease portfolio to date has been
steady--only seven leases, or 2.6% of the total pool balance, have
defaulted. The current (July 2003) quarterly average of 90-day-
plus delinquencies is 2.96% of the portfolio, and all of the
reserve accounts are funded to their required amounts. The
outstanding balances of the class A, B, C, and D notes are $15.36
million, $1.65 million, $1.89 million, and $1.18 million,
respectively. When the outstanding balances of the class D and the
unrated class E notes equals 25% of their original issuance
amounts (currently at 30%), principal amortization will cease on
these two classes until all of the class A, B, and C notes have
been redeemed. Interest on the notes is paid monthly on a timely
basis. Principal on the notes is not due until the stated maturity
date in July 2007.

Standard & Poor's will continue to monitor developments as they
unfold.

                         RATINGS AFFIRMED
                         MSF Funding LLC

                         Class        Rating
                         A            A
                         B            BBB
                         C            BB
                         D            B
                         E            N.R.


NANTICOKE HOMES: Hires Knupp Kodak as Collections Counsel
---------------------------------------------------------
Nanticoke Homes, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware's approval to retain Knupp, Kodak and Imblum,
PC as Special Collection Counsel, nunc pro tunc to June 12, 2003.

The Debtor relates that on December 2000, Custom Decorative
Mouldings, Inc., a company whose owners were some of the same
persons at the stockholders of the Debtor, entered into a
settlement agreement with Innovative Plastics, Technology, Inc.,
Edge Building Products, Inc., and Jeffrey E. Nesbitt. In
accordance with the Settlement Agreement, Edge was to pay the
total sum of $360,000 to OLD CDM without interest, in equal yearly
installments of $60,000 due on the second of January. On the same
date the Settlement Agreement was signed, OLD CDM attempted to
assign its right to the payments to Nanticoke Homes, Inc.

The Settlement Agreement required that all parties consent to any
assignment of the rights of OLD CDM to receive the payments under
the Settlement Agreement. An assignment was prepared, signed by
OLD CDM and Nanticoke Homes, Inc. and forwarded to the other
parties to the Settlement Agreement in December 2000.

To the best of the Debtor's knowledge, the fully executed
assignment has never been returned to Nanticoke Homes, Inc. In any
event, OLD CDM received the payment due January 2002 and turned
over the payment to Nanticoke Homes, Inc. In January 2003, Edge
only paid $15,000, with a promise to pay the remainder by March
2003. The remaining $45,000 has not been forthcoming. Regardless
of whether the payments are to be collected by OLD CDM and then
turned over to NHI, Inc. or collected by NHI, Inc., the Debtor
wishes to retain special counsel to pursue collection.

Consequently, the Debtor employs Knupp Kodak as its special
counsel to perform collection services that the Debtor's Estate
has determined are necessary to secure these funds that the Debtor
believes belong to the Estate.  Robert D. Kodak, a principal of
Knupp Kodak agreed to take the case for a fee of 20% of the amount
collected.

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


NAPRO BIOTHERAPEUTICS: July 2 Working Capital Deficit Tops $7MM
---------------------------------------------------------------
NaPro BioTherapeutics, Inc. (Nasdaq: NPRO) announced the results
of operations for the second quarter and six months ended July 2,
2003.

The operating loss for the second quarter of 2003 was $1.8 million
compared to $4.4 million for the same quarter last year,
representing a 60% improvement year-over-year.

The net loss for the second quarter of 2003 was $2.1 million on
sales of $7.6 million. This compares to net income of $3.1 million
(including a one-time milestone payment of $8.0 million) on sales
of $9.5 million during the comparable quarter in 2002.

Similarly, for the six months ended July 2, 2003, NaPro reduced
its operating loss to $4.3 million, a 61% improvement from the
first half of 2002 operating loss of $11.1 million. The net loss
for this period was $4.9 million, or $(0.16) per share, on sales
of $14.4 million, compared to a loss of $3.6 million (including
the one-time milestone payment of $8.0 million), or $(0.12) per
share, on sales of $16.2 million for the same period last year.

NaPro BioTherapeutics' July 2, 2003 balance sheet shows that its
total current liabilities outweighed its total current assets by
about $7 million, while its net capitalization is down to $2
million from about $7 million six months ago.

"Increased manufacturing efficiencies and cost cutting measures
dramatically decreased our operating losses over comparable
periods last year," stated Leonard P. Shaykin, NaPro's Chairman
and Chief Executive Officer. "The guidance given last November
regarding the first half of 2003 proved to be conservative with
sales coming in at the high end of the range of $10-$15 million
and our net loss per share of $0.16 improved over the guidance of
a net loss $0.25-$0.30.

"The operational and financial measures we have taken, plus the
decision to sell our worldwide injectable generic paclitaxel
business have allowed us to focus on our core strategy of bringing
new therapeutic solutions to those afflicted with cancer and
hereditary diseases. Both of these programs are moving forward on
plan."

                   Second Quarter Highlights

The Company reported several specific advances at this year's
American Society of Gene Therapy Annual Meeting in June:

-- We announced the development of a clinically-applicable
   protocol to achieve specific gene alteration in human
   hematopoietic stem/progenitor cells. These results represent a
   milestone achieved for NaPro in the development of its
   procedures for potential treatment of sickle cell disease.
   NaPro accomplished its initial proof of concept, which was to
   produce a sickle mutation in normal human hematopoietic
   stem/progenitor cells and detect the production of sickle
   hemoglobin.

-- We announced the results of a study using our proprietary
   technology in a novel approach to treating Huntington's
   disease. The results highlighted the discovery that certain
   proprietary single-strand oligonucleotides inhibit aggregation
   and extend the life of neuronal cells by at least 40 percent in
   a cell culture model system.

NaPro also announced research collaborations with The Children's
Hospital of Philadelphia and with Jefferson Medical College of
Thomas Jefferson University, for the development of NaPro's gene
editing therapy for patients with sickle cell disease.

NaPro BioTherapeutics, Inc., is a life science company focused in
two distinct areas: the development and in-licensing of anti-
cancer agents and the development of genomic therapies, primarily
through the use of "gene editing" with additional applications in
diagnostics, pharmacogenomics, and agribiotechnology.


NAT'L STEEL: Obtains Go-Signal for USWA Memorandum of Agreement
---------------------------------------------------------------
National Steel Corporation and its debtor-affiliates ask the Court
to approve their agreement with USWA pursuant to Rule 9010 of the
Federal Rules of Bankruptcy Procedure and Sections 1113 and 1114
of the Bankruptcy Code.

As previously reported, the debtors and the United Steelworkers of
America have maintained a collective bargaining relationship for
decades and have been parties to numerous agreements, including
various benefit programs.  

Under the Collective Bargaining Agreements, the Debtors could
have significant pension plan, legacy and other post-employment
benefits obligations for their current employees and retirees.
The USWA also asserted claims against the Debtors based on
amounts owed to the retirees it represents.

In connection with the sale of substantially all of their assets
to United States Steel Corporation, the Debtors agreed that it
would be appropriate for the USWA to receive:

      (i) reimbursement of fees and expenses of certain USWA-
          employed professionals, subject to an overall cap, to
          assist the USWA with the negotiations; and

     (ii) payment of a success fee to USWA's investment banker,
          based on a formula tied to the amount actually received
          by National Steel in a sale.

The Debtors sought assurance that if a sale with a new collective
bargaining agreement with a buyer were accomplished, the USWA
would agree to a consensual termination of the Collective
Bargaining Agreements.  Under these Collective Bargaining
Agreements, USWA and its represented workers and retirees
continued to have significant claims against the Debtors' estates,
which claims the Debtors desired to minimize and settle on
consensual terms.  The Debtors believe that the administrative
claims the USWA seek exceed $10,000,000.

To resolve all remaining issues, the Debtors entered into
negotiations with the USWA regarding the terms of the consensual
termination of the Collective Bargaining Agreements.  These
negotiations culminated into a memorandum of agreement.

The salient terms of the MOA are:

    (1) Termination of all Collective Bargaining Agreements, any
        of the Debtors' obligations related to these agreements,
        and a mutual release of claims;

    (2) Transition to U.S. Steel of certain benefits and benefit
        programs, like workers' compensation and conversion
        privileges for life insurance, and the parties'
        cooperation in this process, including with respect to the
        transfer of 401(k) plan assets and pro-rata share of the
        National Voluntary Employee Beneficiary Association;

    (3) Treatment of claims incurred by employees or their
        eligible dependents before the date of the U.S. Steel Sale
        Closing for medical, vision or dental services, sickness
        and accident benefits and life insurance;

    (4) Payment of health and life insurance benefits for retirees
        through July 31, 2003 at a cost to be paid for by the
        VEBA;

    (5) COBRA continuation rights with premium costs covered by
        retirees and former employees for the period from August
        2003 through December 2003, with the VEBA covering costs
        in excess of premiums up to $1,410,000 in aggregate for
        retirees;

    (6) Retention by the USWA of a $650,000,000 general unsecured
        claim against the Debtors relating to other post-
        employment benefit liabilities; and

    (7) Payment of certain actual costs and expenses incurred by
        the USWA during the cases amounting to $1,600,000.
        (National Steel Bankruptcy News, Issue No. 33; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


NATIONAL WARRANTY: Cayman Court Declares Insurer Insolvent
----------------------------------------------------------
National Warranty Insurance Co., which is based in Lincoln
Nebraska and incorporated in the Cayman Islands, has been declared
insolvent in a Cayman Islands court, Tribune Business News
reports, citing the Automotive News.

Founded in 1984, NWIG insures, reinsures, designs, and administers
mechanical related warranties.  National Warranty insures service
contracts under the Smart Choice program.

                      Cayman Liquidation

Theo Bullmore and Simon Whicker, partners of KPMG in the Cayman
Islands were appointed as Joint Official Liquidators of National
Warranty Insurance Risk Retention Group on August 1, 2003, by
Order of the Grand Court of the Cayman Islands.  A copy of that
Liquidation Order is posted at:

     http://www.nwig.com/Official%20Liquidation%20Order.PDF

The Order was made after hearing a winding up petition presented
to the Court by NWIG on June 4, 2003, which was supported by the
Cayman Islands Monetary Authority.

NWIG was placed into Provisional Liquidation by order of the Court
on June 6, 2003. Based on the work undertaken by them since that
date, the Joint Provisional Liquidators formed the view that NWIG
is insolvent and that there was no viable alternative to the
appointment of JOLs. For that reason they also supported NWIG's
petition.

In short, the objectives of the JOLs are to achieve the maximum
possible return to the creditors of NWIG as expeditiously as
possible, as well as to effect an orderly wind down of NWIG's
affairs. The JOLs will now progress these matters by forming a
Creditors Committee and initiating a Proof of Debt process.

The latest Order of the Court, and periodic updates as to the
progress of the liquidation will be posted by the JOLs onto NWIG's
website, the address of which is http://www.NWIG.com/

                      Sec. 304 Proceeding

The JOLs, to restrain U.S. Creditors from grabbing U.S. assets,
commenced ancillary proceedings under Sec. 304 (Bankr. D. Neb.
Case No. 03-42145) of the U.S. Bankruptcy Code in June in the U.S.
Bankruptcy Court for the District of Nebraska.  

Ken Coleman, Esq., and Stephen Doody, Esq., at Allen & Overy in
New York, represent the JOLs.   


NEXTCARD INC: Disclosure Statement Hearing Today in Wilmington
--------------------------------------------------------------
On June 16, 2003, NextCard, Inc., filed its Proposed Chapter 11
Liquidating Plan and an accompanying Disclosure Statement
explaining the Plan with the U.S. Bankruptcy Court for the
District of Delaware.

The Honorable Jerry W. Venters will convene a hearing today at
2:00 p.m. Eastern Standard Time to rule on the adequacy of the
Disclosure Statement within the meaning of Sec. 1125 of the
Bankruptcy Code. The Court will find out 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.

NextCard, Inc., was founded to operate an internet credit card
business. The Debtor's business was to use the Internet as a
distribution channel for credit card marketing and to issue credit
cards and extend customer credit through NextBank, a bank that was
a wholly-owned subsidiary.  The Company filed for chapter 11
petition on November 14, 2002 (Bankr. Del. Case No. 02-13376).  
Brendan Linehan Shannon, Esq., at Young, Conaway, Stargatt &
Taylor and Kathryn A. Coleman, Esq., at Gibson, Dunn & Cruther LLP
represent the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed
$18,000,000 in total assets and $5,000,000 in total debts.


NEXT GENERATION: Elects Carl Pahapill as New Board Chairman
-----------------------------------------------------------
Next Generation Technology Holdings, Inc. (NASDAQ-OCTBB:NGTH)
announced that, on July 24th, 2003, it filed for voluntary
petition for Chapter 11 reorganization with the U.S. Bankruptcy
Court for the Southern District of New York.

The voluntary filing will allow the Company to continue operating
in the ordinary course of business, while it develops a
reorganization plan to maximize recovery for the Company's
stakeholders.

On July 22nd, 2003, Mr. Donald C. Schmitt, tendered his
resignation as Chairman of the Board of Directors and Chief
Financial Officer.  Mr. Carl Pahapill was elected as the new
Chairman of the Board of Directors of the Company.

The Company also announced that pursuant to a Secured Promissory
Note dated May 5th, 2003 and a Stock Pledge Agreement of the same
date, entered into as between the Company and Mr. Donald C.
Schmitt, it received a notice from Mr. Schmitt on July 22nd, 2003,
declaring that the outstanding principle of the Note in the amount
of $100,000 and all accrued interest be immediately due and
payable by virtue of the fact that the Company is insolvent, an
event of default under the agreement.

As such, Mr. Schmitt exercised his right to receive all of the
shares of the Company's wholly owned subsidiary, namely
HealthyConnect, Inc. which were pledged as security of the Note,
thereby becoming the sole shareholder of HealthyConnect, Inc.


NOMURA CBO: S&P Further Junks Class A-3 Notes Rating to CCC-
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-2 and A-3 notes issued by Nomura CBO 1997-2 Ltd., a high-
yield arbitrage CBO transaction originated in October 1997. At the
same time, the ratings on these notes are removed from CreditWatch
with negative implications, where they were placed April 22, 2003.
In addition, the 'AAA' rating on the class A-1 notes is affirmed
due to the level of overcollateralization available to support the
notes. The rating on the class A-3 notes was previously lowered
June 28, 2002.

The lowered ratings reflect several factors that have negatively
affected the credit enhancement available to support the class A-2
and A-3 notes since the last rating action. These factors include
continuing par erosion of the collateral pool securing the rated
notes, a negative migration in the credit quality of the
performing assets in the pool, and a decline in the weighted
average coupon generated by the performing assets in the pool.

The transaction has experienced $124.34 million in defaults since
its origination, of which $29.61 million has occurred since the
last rating action. As of the most recently available monthly
trustee report (July 2, 2003), the transaction holds $66.52
million worth of securities in the collateral pool that are in
default. Standard & Poor's noted that, as a result of asset
defaults, the overcollateralization ratios for the transaction
have suffered since the June 2002 rating action. According to
the July 2, 2003 trustee report, the class A overcollateralization
was 97.86%, versus the minimum required ratio of 130%, and
compared to a ratio of 105.29% at the time of the previous rating
action. The class B overcollateralization ratio was 85.92%, versus
the minimum required ratio of 110%, and compared to a ratio of
93.14% at the time of the last rating action.

The credit quality of the collateral pool has deteriorated
somewhat since the previous rating action. As of the July 2, 2003
trustee report, $28.41 million (or approximately 11.15%) of the
assets in the collateral pool currently come from obligors with
Standard & Poor's ratings in the 'CCC' range. As of the July 2,
2003 trustee report, 28.7% of the assets in the collateral pool
are rated 'B+' and above by Standard & Poor's, versus a minimum
percentage of 30%. Assets rated 'B' and above by Standard & Poor's
constitute 46.3% of the collateral pool, versus a minimum
percentage of 65%. Assets rated 'B-' and above by Standard &
Poor's constitute 64.7% of the collateral pool, versus a minimum
of 95%.

According to the trustee report, the weighted average coupon was
10.242%, versus a minimum required ratio of 10.25%.

Standard & Poor's has reviewed the results of the current cash
flow runs generated for Nomura CBO 1997-2 Ltd. to determine the
level of future defaults the rated classes can withstand under
various stressed default timing and interest rate scenarios, while
still paying all of the interest and principal due on the notes.
After the results 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 currently
assigned to the class A-2 and A-3 notes were no longer consistent
with the amount of credit enhancement available, resulting in
the lowered ratings. Standard & Poor's will continue to monitor
the performance of the transaction to ensure that the ratings
reflect the amount of credit enhancement available.
   
    RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
   
                    Nomura CBO 1997-2 Ltd.
   
              Rating
  Class   To          From           Current Balance ($ mil.)
  A-2     AA+         AAA/Watch Neg                    150.0
  A-3     CCC-        CCC/Watch Neg                    105.3
   
                     RATING AFFIRMED
   
                  Nomura CBO 1997-2 Ltd.
   
          Class   Rating   Current Balance ($ mil.)
          A-1     AAA                       15.406


NORTEK INC: Reports Strong Growth for Second Quarter Results
------------------------------------------------------------
Nortek, Inc., a leading international designer, manufacturer and
marketer of high-quality brand name building products, announced
increased second quarter financial results building on a
continuing strong residential housing and home improvement market.

Key financial highlights from continuing operations for the second
quarter included:

-- Net sales of $545 million, an increase of 4.8 percent compared
   to the $520 million recorded for the second quarter of 2002.

-- Operating earnings of $65.7 million, an increase of 7.4 percent
   compared to last year's $61.2 million.

-- EBITDA of $76.4 million, an increase of 6.1 percent compared to
   $72 million for the prior year.

Richard L. Bready, Chairman and Chief Executive Officer, said,
"All three of Nortek's operating groups reported solid sales
growth in the quarter despite continued softness in commercial
HVAC and manufactured housing markets.

"Our sales gains reflect the continued strength of the residential
building products markets - strength that is expected to continue
in the second half of the year."

On January 9, 2003, certain affiliates of Kelso & Company, L.P.
and certain members of management acquired control of Nortek in a
recapitalization transaction.

Net sales for the nine-day period ending January 9, 2003 and the
period from January 10 to July 5, 2003 were $34 million and $980
million, respectively. Operating loss for the nine-day period
ending January 9, 2003 and the period from January 10 to July 5,
2003 were $86.8 million and $101.1 million, respectively. EBITDA
for the nine-day period ending January 9, 2003 and the period from
January 10 to July 5, 2003 was a deficit of $85.9 million and
$126.1 million, respectively. Excluding expenses and charges of
approximately $87.7 million arising from the Recapitalization, as
adjusted EBITDA was $1.8 million for the nine-day period ending
January 9, 2003.

The 2003 six-month results presented include the nine-day period
from January 1 to January 9 (pre-recapitalization) and the post-
recapitalization period from January 10 to July 5.

The Company's net sales from continuing operations for the
combined periods of January 1 to July 5, 2003 were $1,014 million,
an increase of 7 percent over the $947 million reported for the
first six months of 2002. Operating earnings for the combined
periods from January 1 to July 5, 2003 was $14.3 million
(including $87.7 million of expense related to the
recapitalization) compared to $98.9 million last year. As
adjusted, EBITDA from continuing operations for the combined
period from January 1 to July 5, 2003, excluding costs related to
the recapitalization, was $128 million, compared to $126 million
for the prior year.

Mr. Bready noted as "highly encouraging" that, "Sales of new homes
in June rose to a second consecutive record-breaking high and that
housing sector economists have forecast near-certain record new
home sales for the year."

Nortek continued in the second quarter its long-term strategy of
increasing market share and expanding its product branding
strategy, particularly in the air conditioning and heating
products segment.

However, Mr. Bready also noted that Nortek operating earnings in
the first half were affected by high energy costs, particularly
impacting resin-based materials. He said, "Continuation of these
price pressures and softness in the HVAC markets could impact
second-half results."

As of July 5, 2003, Nortek had approximately $110 million in
unrestricted cash, equivalents and marketable securities, of which
approximately $58 million was subsequently used by Nortek's Linear
Corporation subsidiary for the acquisition of SpeakerCraft in July
2003. SpeakerCraft is a leading designer and supplier of
architectural loudspeakers and audio products used in residential
custom applications. SpeakerCraft's product lines and dealer
networks complement those of other Linear subsidiaries: ELAN,
Xantech and Multiplex.

Nortek (a wholly owned subsidiary of Nortek Holdings, Inc.) is a
leading international manufacturer and distributor of high-
quality, competitively priced building, remodeling and indoor
environmental control products for the residential and commercial
markets. Nortek offers a broad array of products for improving the
environments where people live and work. Its products include:
range hoods and other spot ventilation products; heating and air
conditioning systems; vinyl products, including windows and doors,
siding, decking, fencing and accessories; indoor air quality
systems; and specialty electronic products.

                          *    *    *

As previously reported in Troubled Company Reporter, Moody's
Investors Service assigned and confirmed ratings to Nortek,
Inc., with Stable outlook.

                         Rating Actions

      * B1 senior implied rating

      * B1 Issuer rating

      * Ba3 on the $200 million senior secured revolving credit
        facility due 2007

      * B1 on $175 million of 9.25% senior notes due 3/15/2007

      * B1 on $310 million of 9.125% senior notes due 9/1/2007

      * B1 on $210 million of 8.875% senior notes due 8/1/2008

      * B3 on $250 million of 9.875% senior subordinated notes
        due 6/15/2011

The ratings reflect Nortek's high debt leverage due to its
acquisition-based growth strategy and its negative tangible equity
of about $370 million at June 29, 2002.


NPS PHARMA: S&P Assigns Low-B Credit and Sr. Unsec. Debt Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to NPS Pharmaceuticals Inc. At the same time,
Standard & Poor's assigned its 'B-' senior unsecured debt rating
to the company's $192 million 3% convertible notes due 2008.

The outlook is stable. NPS has approximately $192 million of debt
outstanding.

"The low, speculative-grade ratings reflect the emerging
biopharmaceutical company's expected negative cash flows and
operating losses in the intermediate term as it funds significant
research and development programs," said Standard & Poor's credit
analyst Arthur Wong. "These negative factors are partially offset
by the potential commercialization of drugs in NPS' clinical
pipeline and the financial cushion of on-hand cash."

Salt Lake City, Utah-based NPS focuses on the development of
therapies to treat bone and mineral disorders, gastrointestinal
diseases, and disorders that affect the central nervous system.
Historically, NPS has drawn revenues from licenses and milestone
payments from other pharmaceutical companies that have developed
the drugs it has identified.

A possible near-term revenue generating opportunity for NPS is
Cinacalcet-HCL, which has been licensed to Amgen Inc. and Kirin
Brewing Co. and which is in phase III trials for the treatment of
secondary hyperparathyroidism (HPT). Amgen expects to file a new
drug application (NDA) in the second half of 2003, and NPS may
receive future milestone payments based on Cinacalcet's successful
approval as well as royalty payments on product sales.

NPS also has a proprietary drug candidate in phase III trials, its
osteoporosis treatment PREOS. The drug is a recombinant, full-
length, human parathyroid hormone that has shown success at
stimulating actual bone growth more quickly than other currently
marketed treatments. Nevertheless, while the successful
development and launch of a proprietary product would be a
milestone for the company, the drug is not expected to reach the
market before late 2005.

NPS currently has no products on the market, and like most other
development-stage biopharmaceutical companies, it will continue to
generate operating losses during the next several years. These are
the overarching considerations for the rating.


OHIO CASUALTY: Reports Slight Decline in Second Quarter Results
---------------------------------------------------------------
Ohio Casualty Corporation (Nasdaq:OCAS) announced the following
results for its second quarter ended June 30, 2003, compared with
the second quarter of 2002:

-- net income of $11.0 million versus $13.1 million,

-- statutory combined ratio of 106.2%, a 3.1 point improvement
   despite higher catastrophe losses, and

-- net income before realized gains and losses of $6.6 million
   versus $6.9 million.

President and Chief Executive Officer Dan Carmichael, CPCU,
commented, "I am pleased with the progress we made in the second
quarter against our strategic plan, both as measured by our
quarterly financial results and by our strides to make Ohio
Casualty more efficient and customer-focused. Our reported
operating results for the second quarter were affected by much
larger catastrophe losses than the same period last year, by
higher commission costs, and by our withdrawal from certain
markets beginning in 2002. Our homeowners and specialty product
lines improved significantly during the quarter, and several other
product lines are showing strength. We are pleased with our
progress as we drive toward the goal of a competitive underwriting
expense ratio. Our technology investments are beginning to pay off
in improved productivity and better support for agents, including
fast, online application and rating services and we are adding
quality agents to our producer force. Our focus is to continue to
execute our strategic plan in order to move Ohio Casualty
Corporation toward stronger financial performance for our
shareholders."

Underwriting expenses and operating results on a GAAP basis were
negatively impacted by commission expenses that were higher on a
statutory basis in the last two quarters of 2002, as previously
announced. The GAAP basis expense was recognized in part during
the first two quarters of 2003 as premiums were earned on business
written in 2002.

Second-quarter net investment income increased in 2003 compared
with 2002 despite lower average investment yields. The Company has
completed its two-year initiative to reduce equity holdings. This
restructuring reduces the effect on statutory surplus of future
stock market volatility.

Amortization and impairment write-downs of the agent relationships
intangible asset were $7.7 million in the second quarter of 2003,
compared with $5.1 million in the second quarter of 2002.

                         Statutory Results

Insurance industry regulators require Ohio Casualty Corporation
and its subsidiaries to report certain financial measures on a
statutory accounting basis. Management also uses statutory
financial criteria to analyze property and casualty results,
including loss and loss adjustment expense ratios, underwriting
expense ratios, combined ratios, net premiums written and net
premiums earned.

Supplemental financial information for the second quarter,
including many of the statutory financial measures described
above, is available on Ohio Casualty Corporation's website at
www.ocas.com and was also filed on Form 8-K with the Securities
and Exchange Commission. A discussion of the differences between
statutory accounting principles and GAAP in the United States is
included in Item 15 of the Corporation's Form 10-K for the year
ended December 31, 2002.

                  Statutory Net Premiums Written

Statutory net premiums written were flat for the second quarter,
and down slightly for the first six months. Double-digit price
increases and new business growth in the quarter matched the
effects of market withdrawals in Personal Lines, higher
reinsurance costs, stricter commercial underwriting guidelines and
a competitive small to mid-sized commercial market.

Commercial Lines written premium growth was driven by price
increases and new business production, offset in part by
competition and also by restrictions and non-renewals of certain
underperforming classes of business. Average renewal price
increases for Commercial Lines were 10.9% in the second quarter
2003. Renewal price increases have declined for four of the last
five consecutive quarters, part of a broad trend as Commercial
Lines policies approach price adequacy and competitive pricing
pressures increase. More conservative underwriting of workers'
compensation and certain construction classes of business
continued, which offset some of the benefit of premium growth for
other commercial product lines.

Specialty Lines net premiums written declined from last year's
level as a result of higher reinsurance costs for commercial
umbrella. Although second quarter net premiums written were below
last year's levels, Specialty Lines continued to generate higher
average renewal prices and significant levels of new business
production. Specialty Lines premiums before reinsurance increased
19.1% over second quarter 2002. Higher reinsurance costs in 2003
were driven by the addition of a ceding commission and by
increased reinsurance rates per dollar of premium. The addition of
ceding commissions on the current reinsurance contract causes a
corresponding increase to ceded premiums. Renewal price increases
for commercial umbrella insurance, the largest volume Specialty
Lines product, averaged 22.4% for the second quarter 2003,
compared to 20.5% and 33.1%, respectively, in the first quarter
2003 and fourth quarter 2002.

Personal Lines net premiums written declined slightly due to
management's decisions to cancel certain agents and to withdraw
from selected markets. The combined effect of those decisions was
an approximate $10.0 million decrease in net premiums written for
the second quarter of 2003 compared to the same period one year
ago. Higher levels of new business production and increased
average rates on homeowners policies offset much of the withdrawal
activity. Market withdrawals are expected to have less impact on
Personal Lines written premiums during the second half of the
year.

                  Statutory Combined Ratio

The statutory combined ratio is a commonly used gauge of
underwriting performance measuring the percentage of premium
dollars used to pay insurance losses and related expenses. The
loss and loss adjustment expense ratios measure losses and LAE as
a percentage of net earned premiums and the underwriting expense
ratio measures underwriting expenses as a percentage of net
written premiums. The combined ratio is the sum of the loss ratio,
the LAE ratio, and the underwriting expense ratio. All combined
ratio references in this press release are calculated on a
calendar year basis unless specified as calculated on an accident
year basis. All references in this press release to combined ratio
or its components are calculated on a statutory accounting basis.

The All Lines combined ratio improved compared to second quarter
last year due primarily to the Group's exit from the New Jersey
Private Passenger Auto market and lower personnel related
expenses, offset somewhat by higher catastrophe losses, additional
large non-catastrophe losses and increased technology costs.

Catastrophe losses in the second quarter were significantly above
last year and included the largest tornado event on record -- 410
tornadoes during 10 days in early May. Catastrophe losses for the
quarter were in line with previously announced estimates, adding
4.0 points in the second quarter this year, compared with 2.8
points in the same quarter of 2002. Non- catastrophe commercial
large losses were higher than normal for the quarter; a year
earlier, they were lower than normal. Withdrawal from NJPPA
lowered the combined ratio by 1.9 points compared to last year.
Improvements in other areas, including higher pricing and improved
underwriting, contributed to the improvement in the All Lines
combined ratio.

Commercial Lines combined ratio increased 6.0 points for the
quarter. Higher catastrophe losses and other large non-catastrophe
property and casualty losses were principal factors. Hardest hit
was commercial multiple peril while commercial auto and general
liability also experienced more large losses than last year. The
loss frequency trend for workers' compensation continued to
improve. Commercial auto had a combined ratio for the quarter of
101.7% despite the negative effects of an increase in large
losses.

The Specialty Lines combined ratio benefited from a significantly
improved loss ratio, which decreased 17.7 points compared to last
year because of favorable development on prior accident years.

Withdrawal from New Jersey personal auto accounted for essentially
all of the 9.4 point improvement in the Personal Lines combined
ratio for the quarter. Also contributing to the improvement in the
Personal Lines combined ratio for the quarter was substantial
improvement in the loss ratio for homeowners. Personal auto for
states other than New Jersey was negatively impacted by adverse
development on prior accident years, which added 7.2 points to the
combined ratio for the quarter. The accident year 2003 combined
ratio for personal auto in states other than New Jersey was 102.8%
for the first six months of 2003. Lower underwriting costs and
lower loss adjustment expense also contributed, offset in part by
higher catastrophe losses in the quarter.

                    Loss and LAE Development

The loss and LAE ratio component of the accident year combined
ratio measures losses and LAE arising from insured events that
occurred in the respective accident year. The current accident
year excludes losses and LAE for insured events that occurred in
prior accident years.

                       Other Highlights

For the second quarter of 2003 compared to the second quarter of
2002:

-- Catastrophe losses were $13.9 million vs. $10.3 million; the
   $3.6 million increase added 1.2 points to the All Lines
   combined ratio.

-- LAE ratio improvement reflected previously announced staff
   reductions and improved management of claims legal expenses.

-- Employee count was down 10.3% to 2,800 at June 30, 2003, which
   helped reduce the personnel related expense portion of the
   underwriting expense ratio by .9 points, and contributed to a
   2.9 point reduction in the LAE ratio to 11.8%.

-- Technology costs expensed in second quarter 2003 for
   amortization and maintenance of the P.A.R.I.S.(s.m.) software
   added 0.8 points to the underwriting expense ratio.

-- Premiums to surplus ratio improved to 1.8 to 1 from 1.9 to 1,
   also improving from last quarter's 1.9 to 1.

-- Book value per share of $18.75 has increased 3.5% from second
   quarter 2002 and 7.6% from fourth quarter 2002.

Looking forward, the Corporation reaffirmed its guidance for
calendar year 2003 as follows:

-- net premiums written of $1,450 million to $1,550 million,

-- statutory calendar year combined ratio of 103.0% to 105.0%

-- investment income of $195 million to $215 million, and

-- agent relationships intangible asset amortization and write-
   downs of approximately $25 million to $35 million.

Additionally, the Corporation expects to achieve significant
progress toward its strategic goals of cost reduction and prudent
underwriting, while improving internal and agent business
processes through technology. Past and future investment in
technology is directed at achieving productivity gains and making
it easier for our agents to do business with Ohio Casualty
Corporation. Management of the Corporation is convinced that
focused execution of the strategy will result in continued
benefits later this year and beyond.

                         Quiet Period

The Corporation observes a quiet period and will not comment on
financial results or expectations during quiet periods. The quiet
period for the third quarter will start October 1, 2003 extending
through the time of the earnings conference call scheduled for
November 7, 2003.

Ohio Casualty Corporation is the holding company of The Ohio
Casualty Insurance Company, which is one of six property-casualty
subsidiary companies that make up Ohio Casualty Group. The Ohio
Casualty Insurance Company was founded in 1919 and is licensed in
49 states. Ohio Casualty Group is ranked 45th among U.S.
property/casualty insurance groups based on net premiums written
(Best's Review, July 2003). The Group's member companies write
auto, home and business insurance. Ohio Casualty Corporation
trades on the NASDAQ Stock Market under the symbol OCAS and had
assets of approximately $5.0 billion as of June 30, 2003.

As reported in Troubled Company Reporter's May 15, 2003 edition,
Standard & Poor's Ratings Services assigned its preliminary 'BB'
senior unsecured debt, 'B+' subordinated debt, and 'B' preferred
stock ratings to Ohio Casualty Corp.'s $500 million universal
shelf registration filed May 8, 2003.

The ratings assignments are based on the counterparty credit and
financial strength ratings on Ohio Casualty and its insurance
subsidiaries, which Standard & Poor's affirmed on April 30, 2003.
"The ratings reflect the group's adequate business position,
improved strategic focus, good investment strategy, and improved
financial flexibility at the holding company level," said Standard
& Poor's credit analyst John Iten. Partially offsetting these
factors are the slower-than-expected improvements to operating
performance since the implementation of its new strategic plan in
2001, modestly declining premium volume because of continued
restructuring and reunderwriting actions, lower-than-expected
capital adequacy at the operating level, and continued high
expense structure.


OMNICARE INC: Board Declares Quarterly Cash Dividend
----------------------------------------------------
The board of directors of Omnicare, Inc. (NYSE: OCR) declared a
quarterly cash dividend of 2.25 cents per share on its common
stock.  The dividend is payable September 11, 2003, to
stockholders of record on August 28, 2003.

Omnicare, based in Covington, Kentucky, is a leading provider of
pharmaceutical care for the elderly.  Omnicare serves residents in
long-term care facilities comprising approximately 981,000 beds in
47 states, making it the nation's largest provider of professional
pharmacy, related consulting and data management services for
skilled nursing, assisted living and other institutional
healthcare providers. Omnicare also provides clinical research
services for the pharmaceutical and biotechnology industries in 29
countries worldwide.

For more information, visit the company's Web site at
http://www.omnicare.com

As reported in Troubled Company Reporter's June 6, 2003 edition,
Standard & Poor's Ratings Services assigned its 'BBB-' rating to
Omnicare Inc.'s $500 million unsecured revolving credit facility
due 2007 and its $250 million senior unsecured term loan due 2007.
Standard & Poor's also assigned a 'BB+' rating to the company's
$250 million senior subordinated notes due 2013, and a 'BB' rating
to the company's $250 million convertible trust preferred income
equity redeemable securities (Trust PIERS) due 2033. Both the
senior subordinated notes and the Trust PIERS are shelf drawdowns.

At the same time, Standard & Poor's affirmed the 'BBB-' corporate
credit rating on Omnicare, an institutional pharmacy chain. The
ratings are removed from CreditWatch, where they were originally
placed after Omnicare announced that it would acquire rival
institutional pharmacy provider NCS Healthcare Inc.


OWENS CORNING: Wants to Make Contributions to Pension Plan
----------------------------------------------------------
For decades, the Owens Corning Debtors have sponsored pension
plans to provide retirement income to eligible employees, which
are now embodied in a merged pension plan called the Owens Corning
Merged Retirement Plan.  The Pension Plan is an Employee
Retirement Income Security Act of 1974 defined benefit pension
plan qualified under the Internal Revenue Code.  It now has 30,200
participants.

The Pension Plan covers eligible salaried and hourly employees.
When a Plan Participant retires, the Pension Plan provides a
pension benefit based on formulas set forth in the plan document.
A participant's benefit, whether paid as an annuity or lump sum,
is independent of the Pension Plan's investment performance.

For most participating hourly employees, the benefit formulas
typically provide a monthly pension at retirement multiplied by
years of service.  This retirement formula varies by employee
group and can be different for past and future years of service.
For most hourly employees, benefits earned for service after
January 1, 1995 can only be received in the form of an annuity; a
lump sump option may be available on benefits earned prior to
January 1, 1995.

Prior to January 1, 1996, salaried employees were covered by a
traditional final average pay pension formula.  The formula
provided a monthly benefit at retirement based on a percentage
determined by the average compensation earned over the prior
three years.  On January 1, 1996, the salaried pension formula
was converted to a cash balance formula.  Cash balance accounts
work like savings accounts.  They grow monthly by Pay/Service
Credits and Interest Credits.  The Pay/Service Credits are based
on defined percentages of covered compensation or defined dollar
amounts.  The Interest Credits are based on five-year U.S.
Treasury rates.  When the employment relationship ends,
participants may receive the value of their benefit in a lump sum
or an annuity.

Both the Employee Retirement Income Security Act of 1974 and the
Internal Revenue Code mandate that every employer maintaining a
qualified benefit plan must make minimum funding contributions if
plan funding falls below certain levels.  Failure to pay required
minimum funding contributions to an Employee Retirement Income
Security Act plan might result in termination of a plan.

Pursuant to Section 412 of the Internal Revenue Code, the Pension
Plan's actuary must annually determine whether required minimum
funding contributions must be made and in what amount.

The Pension Plan's actuary, Buck Consultants, has projected that
the Debtors will be required to make mandatory minimum funding
contributions under applicable laws and regulations, plus
variable premiums to the Pension Benefit Guaranty Corporation
over the next five years.

By this motion, the Debtors seek the Court's authority under
Sections 105 and 363 of the Bankruptcy Code to make a
contribution to the Pension Plan on or before September 15, 2003,
thereby substantially reducing the otherwise projected required
contributions over the five-year period.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, points out that this reduction in projected aggregate
contributions over the five-year period, is primarily achieved by
avoiding the very large mandatory minimum contributions that
would otherwise be projected to be required in subsequent years,
by increasing the Plan's Current Liability Funding Ratio, which
in turn allows the Pension Plan's assets to grow and compound
over time on a tax free basis, and eliminates the need to pay
significant excess insurance premiums to the Pension Benefit
Guaranty Corporation.

The Debtors believe that the projected mandatory minimum funding
contributions are in the ordinary course of their business and,
in any event, have previously been authorized by the Court.
Assuming that the Debtors' proposed contribution schedule is not
in the ordinary course, the Debtors ask the Court to approve
their proposed contribution.

In accordance with the mandated minimum funding requirements, as
prescribed by applicable laws and regulations, the Debtors must
make a significant contribution to the Pension Plan over the next
five years.  The Debtors have determined that a payment is
significantly more desirable because:

   1. it satisfies the same legal minimum funding requirements
      with substantially less aggregate contributions over the
      projection period;

   2. the contributions to the Pension Plan in 2004 is projected
      to be required in any event; and

   3. it eliminates the Pension Benefit Guaranty Corporation
      variable premiums.

The Debtors estimated making cash payments to the Pension Plan in
the range of $300,000,000 to $400,000,000 over 2003 and 2004.  
Moreover, the Debtors and their professionals have been
personally and telephonically in contact with the Committees and
the Future Representative and their representatives, including
their professionals, to review the request and its basis.

Owens Corning has more than sufficient cash to make the requested
contributions.  Payment of the requested contributions will not
require Owens Corning to borrow funds, and can be made without
exhausting cash-on-hand.

            Debtors Want to File Documents Under Seal

According to the Debtors, the unedited Pension Motion, which
states the amount to be paid to the Pension Plan, and the
Affidavit of Steven M. Rabinowitz, F.S.A., are confidential and
commercial in nature and should not be subject to disclosure to
the general public.

To protect the confidential information contained in the Motion
and the Rabinowitz Affidavit, the Debtors seek the Court's
permission to file the documents under seal for in camera review
by the Court only and to redact the Pension Motion for public
dissemination.

The unredacted Pension Motion and the Affidavit contain actuarial
assumptions, projections, and determinations, including specific
projected mandatory minimum pension fund contributions, which the
Debtors must make under applicable laws and regulations, as well
as projected, required pension fund contributions.  In addition,
the Pension Motion addresses the ramifications for failure to
make Pension Plan contributions.  

Mr. Pernick asserts that protection of the confidential pension
information is of critical importance to the preservation of the
Debtors' estates for several reasons.  

First, the Debtors could be irreparably harmed by disclosure of
pension fund information, including projected future liabilities,
particularly at this critical stage of their reorganization
efforts.  The Pension Motion contains material non-public
disclosures that could affect the securities market and trading
if disclosed.

Second, disclosure of confidential pension information may place
the Debtors at a competitive disadvantage in the marketplace by
revealing certain of the Debtors' financial goals and targets.

Third, and perhaps more significantly, protection of detailed
pension information is warranted because of the potential impact
it may have on the 30,200 Plan Participants.  Absent explanation,
Plan Participants may misconstrue or misinterpret actuarial data
and funding information.  No purpose would be served by the
disclosure of actuarial assumptions, projections and
determinations to the general public.  The Debtors believe that
Court authorization to file the pension information under seal
will ensure that the information is not misconstrued by Plan
Participants or misused by any person or entity.  

Finally, the Court previously recognized the confidential nature
of the information contained in the Pension Motion and authorized
the Debtors' to file the information under seal.

An unredacted copy of the Pension Motion and the Affidavit will
be provided to the United States Trustee and counsel for the
Committees and the Future Representative.  The Debtors submit
that the redacted Pension Motion contains sufficient information
to permit other interested parties a full and fair opportunity to
consider the merits of the Pension Motion, and to formulate and
file a response, if any. (Owens Corning Bankruptcy News, Issue No.
56; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


PEGASUS SATELLITE: Closes $100 Million Senior Secured Facility
--------------------------------------------------------------
On August 1, 2003, Pegasus Satellite Communications, Inc.,
(S&P/B/Negative) entered into and completed the closing under a
$100 million senior secured term loan with a group of
institutional lenders. This facility amends and restates a loan
facility established, but not closed, on April 2, 2003, with the
same lenders. The entire $100 million was borrowed. Proceeds of
the loan financing are being used to redeem the 12.5% senior
subordinated notes of Pegasus Media & Communications, Inc, a
subsidiary of Pegasus Satellite Communications, Inc., and to
partially fund a $59 million letter of credit facility for a
subsidiary of Pegasus Media & Communications, Inc.. The security
for the term loans consists principally of a second-priority
security interest in the stock of Pegasus Media & Communications,
Inc. held by Pegasus Satellite Communications, Inc. The loan has a
six-year term and an interest rate of 12.5% per annum with 6%
payable in cash quarterly and 6.5% to be accrued and added to
principal and paid at loan maturity. As additional consideration,
the lenders received warrants to purchase shares of non-voting
common stock of Pegasus Communications Corporation for an exercise
price of $16.00 per share (shares of non-voting common stock
received on exercise of the warrants may, in certain
circumstances, be exchanged for an
equal number of shares of Class A common stock).

One of the closing conditions of the PSC senior secured term loan
was that the lenders of the Pegasus Media & Communications, Inc.
credit facility give their consent. On July 22, 2003, the lenders
of the PM&C credit facility gave their consent and the lenders and
PM&C also entered into a third amendment to the PM&C credit
agreement.

PM&C has received indications of interest from a syndicate of
lenders regarding the terms of a new credit facility. The new PM&C
credit facility would replace the existing PM&C credit facility.
PM&C expects to use borrowings under the new credit facility to
repay PM&C's existing indebtedness and for working capital.

At March 31, 2003, the company's working capital deficit tops $100
million.


PEGASUS SATELLITE: Redeeming 12.50% Senior Sub. Notes on Sept. 2
----------------------------------------------------------------
On August 1, 2003, Pegasus Media & Communications, Inc.
(S&P/B/Negative) gave the holders of its 12-1/2% Senior
Subordinated Notes due 2005 in the original principal amount of
$85 million ($67.9 million of which are currently outstanding)
notice that it will redeem the Notes on September 2, 2003. The
redemption price of the Notes will be approximately $69.3 million,
which is equal to 100% of the principal amount of the Notes plus
accrued and unpaid interest thereon to but not including September
2, 2003, the redemption date. PM&C deposited the redemption price
with the trustee on August 1, 2003.

Pegasus Communications Corporation previously announced that it
planned to hold its 2003 annual meeting of stockholders on
August 9, 2003. The Company has determined to postpone the 2003
annual meeting and will announce a rescheduled annual meeting date
at a later time.


PENN TRAFFIC: Closes $270M DIP Financing & Joseph Fisher Resigns
----------------------------------------------------------------
The Penn Traffic Company (OTC: PNFTQ.PK) announced that Joseph
Fisher has resigned as President and Chief Executive Officer for
personal family reasons, effective August 6, 2003. The Board of
Directors has appointed Steven G. Panagos to serve as interim CEO.  
Mr. Fisher will remain a Director of the Company and be available
to assist with the transition of leadership.

"Joe Fisher has worked tirelessly for Penn Traffic for five
years," said Peter L. Zurkow, Penn Traffic's Chairman of the
Board. "His leadership of our employees and of our day-to-day
operations will be sorely missed, but we are glad that he has
agreed to stay on the Board of Directors, where he will continue
to contribute his substantial knowledge of the supermarket
business to our Company."

"The Board strongly believes that Steve Panagos' appointment as
interim CEO is the best course for Penn Traffic, its creditors,
and its employees," said Mr. Zurkow. "We have already begun our
search for Joe Fisher's permanent replacement, but we are
confident that in the interim Steve Panagos is the right person to
lead Penn Traffic."

Mr. Panagos is currently Penn Traffic's Chief Restructuring
Officer and will remain in that position. He has been actively
engaged in advising the Company on reorganization matters and
working with the senior management team to prepare Penn Traffic
for completion of its reorganization as a strong and viable
company. Mr. Panagos has vast retail operating experience. As
interim CEO of Crown Books, he led that company out of chapter 11,
and has also helped numerous other companies with financial
restructuring counsel, including Federated Department Stores,
Maidenform, Metromedia Fiber Network and Montgomery Ward. Mr.
Panagos is a Managing Director of Kroll Zolfo Cooper, a prominent
New York-based financial consulting firm with extensive experience
in financial restructurings.

Penn Traffic has established a CEO search committee comprising Mr.
Zurkow, Kevin P. Collins, Chairman of the Company's Audit
Committee, and David B. Jenkins and Byron E. Allumbaugh,
Directors, who together have more than 75 years of experience in
the supermarket industry. Mr. Zurkow will serve as chair of the
search committee.

Penn Traffic closed Thursday a $270 million permanent debtor-in-
possession (DIP) financing, which was approved on July 31 by the
U.S. Bankruptcy Court for the Southern District of New York. Fleet
Capital Corporation and a syndicate of lenders that were lenders
to the Company prior to the filing of its chapter 11 petition is
providing the $270 million senior secured DIP financing facility.

"The Company is gratified by the strong support of our lenders as
evidenced by the closing of the DIP financing which we view as an
important vote of confidence in our Company, our people and our
potential," said Mr. Panagos. "I am looking forward to continuing
to work with all of our employees, vendors and other business
partners to strengthen Penn Traffic."

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


PENTON MEDIA: June 30 Net Capital Deficit Slides-Up to $75 Mill.
----------------------------------------------------------------
Penton Media, Inc. (OTCBB:PTON), a diversified business-to-
business media company, reported an operating loss of $8.9 million
for the second quarter of 2003, compared with a loss of $9.4
million in the same year-ago quarter.

Second-quarter adjusted EBITDA (operating income (loss) before
depreciation and amortization, non-cash compensation, impairment
of assets, provision for loan impairment, and restructuring
charges) was $4.8 million, compared with $5.1 million last year.

Operating loss in the second quarter included a $7.6 million non-
cash charge relating to a provision for loan impairment and $1.9
million in restructuring and other expenses, of which $1.3 million
was a restructuring charge. Last year's second quarter operating
loss included a $7.7 million restructuring charge.

Penton reported a net loss of $18.3 million in the quarter
compared with a loss of $12.1 million in the second quarter of
2002. The net loss applicable to common stockholders was $20.2
million, compared with a loss of $56.6 million in the second
quarter last year. Comparability between the quarters was impacted
primarily by a $44.5 million non-cash charge in last year's second
quarter related to the immediate recognition in retained earnings
of the unamortized beneficial conversion feature resulting from
stockholders' approval to remove Penton's preferred stock
mandatory redemption date.

Penton's second-quarter revenues declined 19.8% to $50.5 million
from $62.9 million in the same quarter last year. Revenues for
ongoing businesses, excluding media properties sold by the Company
in 2002, declined 13.2%. Penton's second-quarter revenues were
also affected by the shift in timing of two trade shows that ran
in the second quarter in 2002 but will run in the fourth quarter
this year. Revenues for ongoing businesses, adjusted for this show
timing shift, declined 8.8%.

"Our second-quarter operating results illustrate the benefits of
our cost reductions and portfolio management efforts over the past
several quarters," said Thomas L. Kemp, chairman and chief
executive officer of Penton. "However, revenues in the quarter
were under pressure as our customers, primarily in global
technology and manufacturing markets, remained cautious about
marketing communications spending in what continues to be a
difficult business environment.

"We are responding to our revenue challenges by aggressively
developing new media products that provide our customers with
cost-effective, highly efficient marketing channels to their sales
prospects," said Kemp. "We are generating new business by
providing our customers with creative, customized media solutions
that can be combined with Penton's traditional business-to-
business media to achieve their marketing objectives."

Kemp noted that the diversification of Penton's market coverage
has served the Company well during the prolonged business-to-
business media industry recession. "Our media products serving the
natural products, foodservice, construction, and government
markets have performed well this year, helping to partially offset
declines in our technology and manufacturing portfolios. We expect
continued solid performance from these portfolios throughout the
year."

                 SECOND-QUARTER OPERATING REVIEW

Segments

Adjusted segment EBITDA is defined as operating income (loss)
before depreciation and amortization, non-cash compensation,
impairment of assets, restructuring charge, provision for loan
impairment, and general and administrative costs. General and
administrative costs include functions such as finance,
accounting, human resources, and information systems, which cannot
be reasonably allocated to each segment. Adjusted segment EBITDA
margins are calculated by dividing adjusted segment EBITDA by
segment revenues.

The Industry Media segment, which produced 41.6% of total company
revenues, experienced a revenue decline of $2.7 million, or 11.4%,
in the second quarter compared with the same 2002 period, due
primarily to year-on-year advertising declines in magazines
serving manufacturing markets and the absence of revenues from a
divested trade show. Revenues for ongoing businesses in the
Industry Media segment declined 6.4%. Adjusted segment EBITDA
increased $0.5 million, or 12.5%, due to aggressive cost
management and operational restructuring initiatives.

The Technology Media segment represented 39.8% of total company
revenues in the 2003 quarter. Revenues for the segment declined
$10.5 million, or 34.4%, from second quarter 2002. The decline was
due largely to continuing advertising weakness in media properties
serving the electronics OEM market and the elimination of revenues
from divested media properties and technology events that were
held last year but not repeated this year due to depressed market
conditions. Revenues for ongoing businesses in the segment
declined by 25.9%; adjusted for show timing, ongoing segment
revenues declined 19.3%. Adjusted segment EBITDA for Technology
Media declined $1.7 million as aggressive cost reduction and
portfolio management efforts offset revenue declines.

The Retail Media segment produced 12.0% of the Company's second-
quarter 2003 revenues. Adjusting for certain reclassifications
recorded in the prior-year period, revenues for the segment
increased 23.5% on the strength of publishing properties serving
the foodservice and hospitality markets. On the same basis,
adjusted segment EBITDA grew approximately 51.0% due primarily to
segment revenue growth.

The Lifestyle Media segment generated 6.7% of total company
revenues in the 2003 quarter. Segment revenues declined by $0.9
million, or 21.5%, due primarily to the change in timing of
Natural Products Expo Asia to the fourth quarter of 2003. Adjusted
segment EBITDA loss of $0.7 million was slightly higher than the
prior-year loss of $0.5 million and was due primarily to the trade
show timing shift.

Product Lines

Second-quarter 2003 results were driven primarily by Publishing
operations, which represented 78.1% of total company revenues.
Publishing revenues declined 7.8%, due primarily to advertising
sales softness in manufacturing and electronics markets.

Trade Shows and Conferences revenues, which represented 14.1% of
total company revenues in the quarter, declined 57.7% due to the
decline in performance of technology trade shows, the impact of
discontinued and divested technology events, and the change in
timing of two trade shows from the second quarter of 2002 to the
fourth quarter of 2003. Adjusting for sold properties and the
trade show timing shift, revenues declined $2.7 million, or 27.4%.

Online Media revenues increased 16.7% to $3.9 million, extending a
trend of revenue growth that this product line has been
experiencing over the past several quarters. Adjusting for sold
media properties, Online Media revenues increased 23.2%.

                    YEAR-TO-DATE RESULTS

Revenues for the first six months of 2003 declined 15.5% to $104.9
million from $124.1 million in the first half of 2002. Revenues
for ongoing businesses declined 11.7% compared with the same
period in 2002. The decreases related primarily to declines in
performance of the Company's technology and manufacturing media
portfolios and the shift in timing of trade shows. Year-to-date
revenues for ongoing businesses, adjusted for trade show timing
shifts, declined 9.6%.

Operating loss for the six-month period was $4.1 million compared
with an operating loss of $8.5 million in the year-ago period. The
improvement was primarily due to a $23.0 million, or 20.2%,
reduction in operating costs year over year. The six-month
operating loss includes a $7.6 million non-cash charge relating to
a provision for loan impairment and $1.8 million in restructuring
and other expenses, of which $1.2 million was a restructuring
charge. The 2002 period included a restructuring charge of $7.4
million.

Adjusted EBITDA for the six-month period grew 36.8% to $14.1
million from $10.3 million in the year-ago period, with adjusted
EBITDA margin expanding to 13.4% from 8.3% in 2002.

The Company reported a net loss of $23.4 million for the first six
months of the year compared with a $56.0 million loss last year.
The net loss applicable to common stockholders for the six-month
period was $26.0 million, compared with a loss of $100.9 million
in the year-ago period. Comparability between the quarters was
impacted by a non-cash impairment charge in first-quarter 2002 of
$39.7 million, related to the adoption of SFAS No. 142, "Goodwill
and Other Intangible Assets" and by a $44.5 million non-cash
charge in last year's second quarter related to the immediate
recognition in retained earnings of the unamortized beneficial
conversion feature resulting from stockholders' approval to remove
Penton's preferred stock mandatory redemption date.

                    LIQUIDITY, BALANCE SHEET
           AND LOAN IMPAIRMENT PROVISION DISCUSSION

Penton's June 30, 2003 balance sheet shows a total shareholders'
equity deficit of about $75 million, up from about $62 million six
months ago.

Penton's cash balance at June 30, 2003, totaled $40.8 million. At
the end of the second quarter, the Company had a revolving credit
facility commitment of $20.1 million. The current borrowing
capacity on the facility is $19.7 million. The facility is
currently undrawn.

Penton's long-term debt at the end of the quarter was $328.4
million. Long-term debt comprises $156.9 million carrying value of
the Company's 11-7/8% senior secured notes, due October 2007, and
$171.5 million carrying value of its 10-3/8% senior subordinated
notes, due 2011.

As noted earlier, Penton recorded a $7.6 million non-cash charge
relating to a provision for loan impairment in the second quarter.
The impairment refers to notes receivable under Penton's Executive
Loan Program, which was established by the Company's Board of
Directors in January 2000 to allow Penton to issue shares of the
Company's common stock at fair market value to certain executives
in exchange for full recourse notes. During the second quarter,
the Company determined that the individuals for whom notes remain
outstanding may not be able to repay the notes when due in 2007.
The Company's recording of this non-cash provision does not
constitute a forgiveness of any portion of the notes.

                         BUSINESS OUTLOOK

Due to sustained global economic uncertainty and difficult trading
conditions in various markets served by Penton, visibility for the
Company's businesses, particularly advertising sales, remains
limited. Until these factors improve significantly and allow for
better visibility of future results, the Company will refrain from
providing specific financial performance guidance, but will
provide investors with general guidance and trending information
for its markets and businesses.

The Company expects third-quarter 2003 revenue to grow year over
year due to the shift in timing of two major trade shows into the
third quarter from last year's fourth quarter. Third-quarter
adjusted EBITDA is expected to improve compared with a loss of
$1.0 million in the third quarter of 2002, even after adjusting
for the trade show timing change.

Barring significant revenue deterioration from current forecasts,
Penton expects a meaningful improvement in adjusted EBITDA and
adjusted EBITDA margins as the year progresses, owing to the cost
reductions put in place during 2002 and the first half of 2003.

Penton does not forecast a recovery in its manufacturing or
technology portfolios in 2003, although rates of decline seem to
be slowing in these businesses. Penton's natural products,
foodservice, construction, and government market portfolios are
expected to generate growth through the remainder of the year.

"While several of our operating groups seem to have reached
stability after a difficult two-year period, spending in
traditional business-to-business media has not recovered," said
Kemp. "Our imperative in this environment is to drive revenues by
developing marketing solutions for our customers that address
their need for rapid, high-quality lead generation. We've made
very good progress, particularly in the areas of customized events
and e-media solutions.

"With continuing pressure on revenues, we are managing costs very
closely throughout Penton, and working to improve key business
processes to create permanent reductions in the Company's cost
structure."

Penton Media -- http://www.penton.com-- is a diversified  
business-to-business media company that produces market-focused
magazines, trade shows and conferences, and online media. Penton's
integrated media portfolio serves the following industries:
aviation; design/engineering; electronics; food/retail;
government/compliance; Internet/information technology;
leisure/hospitality; manufacturing; mechanical
systems/construction; natural products; and supply chain.


PEREGRINE SYSTEMS: Completes Ch. 11 Reorganization Proceedings
--------------------------------------------------------------
Peregrine Systems, Inc., a global provider of Consolidated Asset
and Service Management software, has completed all requirements
for emerging from bankruptcy court supervision under Chapter 11
and will implement its confirmed Plan of Reorganization.
Peregrine's restructuring plan provides full recovery by many
creditors, a substantial equity stake in the reorganized company
to existing shareholders and sustains the company's business in
enterprise software.

The Plan of Reorganization of Peregrine Systems, Inc., was
confirmed by the U.S. Bankruptcy Court for the District of
Delaware on July 18, and it will become effective Thursday. The
Plan was modified -- from the original version initially filed by
Peregrine on Jan. 20 -- to reflect a consensus among all major
constituencies in the company's reorganization, including the
Official Committee of Unsecured Creditors and the Official
Committee of Equity Security Holders.

"We are proud to be the first enterprise software company to
reorganize successfully under Chapter 11 as a public entity," said
Gary Greenfield, Peregrine's CEO. "Last year was a remarkable one
for Peregrine. We owe our success to the loyalty of our customers
and partners, and an extraordinary commitment among employees
worldwide to move the company forward.

"We have focused and mobilized the company in Consolidated Asset
and Service Management with software products that enable
organizations to manage IT for the business," said Greenfield. "We
are continuing to deliver new product releases that drive out
costs through asset management best practices and improved service
delivery across global operations. As we develop the next-
generation enterprise IT management software, Peregrine is poised
for new opportunities and growth."

Colleen Niven, vice president of research at AMR Research, said,
"As Peregrine continues to emerge and deliver on commitments,
sticking to core competencies and listening to customers bode well
for its success. As a leader in the service and asset management
space, it has a great opportunity."

                  Serving Customers and Partners

During the past year, Peregrine continued to work with partners
and serve its worldwide customers. Gary Bullard, general manager
of IBM Global Solutions, said, "Peregrine's Consolidated Asset and
Service Management software is an important component of our e-
business on demand solutions to help customers reduce costs. We
look forward to continuing to work with Peregrine in the future."

Jorg Matz, senior consultant in the Peregrine Competence Center at
Lufthansa Systems, commented, "We have been committed to Peregrine
for the last 14 years because its products are the best available
on the market. ServiceCenter(R)'s great flexibility allows us to
adapt the software exactly to our needs. Last year, we enhanced
the solution by implementing AssetCenter(R) and all Get-It(TM)
modules."

Among Peregrine's 3,500 customers are Global 1000 companies with
enterprise-wide implementations, as well as midsize organizations
and departments. They include: AAA of Michigan; Aeroports de
Paris; ActewAGL; AXA Asia Pacific Holdings; Bank of America; Bayer
Corp.; Circuit City; Danske Bank; Enterprise Rent-A-Car; First
Data International, Australia, New Zealand, South Asia; IMS
Health, Inc.; Japan Tobacco, Inc.; Kokuyo Co., Ltd.; Kawasaki
Heavy Industries, Ltd./Benic Solutions Corp.; Lufthansa Systems;
Panasonic; and the University of New Mexico.

Peregrine's strategic partners include leading global service
delivery organizations, which deploy Consolidated Asset and
Service Management offerings to serve large numbers of their own
customers. As a result, Peregrine has established important
relationships with managed service providers, systems integrators
and resellers (such as IBM Corp., Evergreen Systems, Inc.,
Infrasolve Ltd., ITM Brazil, Linium and Rubik).

                     New Board of Directors

The Plan called for the creation of a new, seven-member board of
directors, effective today. Pursuant to the Bankruptcy Court's
Confirmation Order dated July 18, the Official Committee of
Unsecured Creditors named four of the new directors, while the
Official Committee of Equity Security Holders selected three.

Accordingly, the new board will consist of the following
directors:

-- Carl Goldsmith, 37, managing director and portfolio manager at
   MW Post Advisory Group, LLC, and a director of Pacific
   Aerospace & Electronics, Inc.;

-- James Harris, 57, president and founder of Seneca Financial
   Group, Inc., and a director of El Paso Electric Company's
   board, member of its Executive Committee and chairman of its
   Nominating and Governance Committee;

-- Robert Horwitz, 51, managing member of RH Capital Associates,
   LLC, and a director of Dice, Inc.;

-- Mark Israel, 48, director of distribution and channel sales for
   Magellan Products, a division of Thales Navigation;

-- James Jenkins, 55, portfolio manager at Mellon HBV Alternative
   Strategies, LLC, and a director of Telespectrum Worldwide,
   Inc.;

-- John Mutch, 47, general partner and founder of MVenture
   Holdings, LLC, and a director of Brio Software, Inc. and
   Overland Storage; and

-- Ben Taylor, 41, managing director at Weiss, Peck & Greer
   Investments, a division of Robeco USA, LLC.

"The management team looks forward to working with these incoming
directors as Peregrine begins a new chapter," said Greenfield. In
addition, he saluted the outgoing board members, saying: "These
leaders in business and technology formed a truly world-class
board that has served us well in recent months. We thank them all
for the guidance and insight they brought to Peregrine as we
navigated a difficult period in the company's history."

                  Milestones in Reorganization

Within the past year, Peregrine achieved a number of significant
milestones. The company successfully reorganized its business in
core areas of strength in enterprise software, continuing to offer
best-in-class solutions for asset and service management.
Peregrine introduced new versions of its flagship products,
ServiceCenter and AssetCenter, established Customer Advisory
Councils in North America and EMEA (Europe, Middle East and Asia)
and continued to invest resources in research and development,
customer support and professional services.

Earlier this year, Peregrine completed a restatement of financial
results for 11 quarters in fiscal years 2002, 2001 and 2000.
Recently, the company reached agreement with the Securities and
Exchange Commission in a civil action it has filed against the
company, and the agency announced it would not seek financial
damages in the case. Pursuant to Peregrine's agreement with the
SEC, the company today filed a Form 8-K containing an assessment
of its internal controls and financial reporting procedures.
Peregrine is also continuing to implement a compliance program
with a focus on company-wide processes and procedures. In
addition, the board of directors is in the process of completing
the selection of a new compliance officer.

Following the effective date of the Plan, Nasdaq Market Operations
and Participants Services will issue a new symbol for Peregrine's
common stock. The new stock symbol will be posted on Peregrine's
Web site as soon as it becomes available.

Peregrine filed a voluntary Chapter 11 petition on Sept. 22, 2002
after accounting irregularities came to light, requiring a
restatement of 11 quarters of financial results.

Founded in 1981, Peregrine Systems, Inc. develops and sells
enterprise software to enable its 3,500 customers worldwide to
manage IT for the business. The company's Consolidated Asset and
Service Management offerings allow organizations to improve asset
management and gain efficiencies in service delivery -- driving
out costs, increasing productivity and accelerating return on
investment. The company's flagship products -- ServiceCenter and
AssetCenter -- are complemented by Employee Self Service,
Automation and Integration capabilities. Peregrine is
headquartered in San Diego, Calif. and conducts business from
offices in the Americas, Europe and Asia Pacific. For more
information, please visit: http://www.peregrine.com  

Peregrine Systems, ServiceCenter, AssetCenter, and Get-It are
trademarks of Peregrine Systems, Inc. or its affiliates. All other
marks are the property of their respective owners.

Partner Quotes:

Don Casson, CEO, Evergreen Systems, Inc., said, "Over the past
year Peregrine has returned to its roots, focusing on Consolidated
Asset and Service Management solutions. Peregrine solutions have
always been top of class -- well built and designed to meet the
business needs of enterprise level customers. We welcome
Peregrine's emergence from Chapter 11. We expect it to add more
strength to their renewed focus and help re-establish clear
leadership in the marketplace." Evergreen is a Reston, Va. based
IT infrastructure management consulting firm.

Joe McKenna, managing director, Infrasolve Ltd., said, "Infrasolve
has worked closely with Peregrine over the past year to win new
business and implement new projects. Our joint customers continue
to view Peregrine as a market leader, and they have been greatly
reassured by Peregrine's straightforward communication, the
dedication of their employees and their continued strong
investment in product development. Infrasolve shares Peregrine's
strategic vision and looks forward to the further development of
our joint market." Infrasolve is a UK-based IT infrastructure
management company.

ITM Brasil president Alberto Kushima said, "Our customers have
continued to choose Peregrine's Consolidated Asset and Service
Management software because they are clearly the best in the
industry. We have completed many successful implementations in the
last year, and we're looking forward to continued growth in the
years to come. We are delighted that Peregrine is emerging from
Chapter 11, and we will continue to partner with Peregrine to
deliver solutions that will help our customers drive out costs and
better align IT with their organizations' strategic business
goals." ITM Brasil is a leading IT consulting company based in Sao
Paulo, Brazil.

Jesse White, managing partner of Linium, said, "We are very
pleased to be working with Peregrine for the last eight years,
providing best-in-class Consolidated Asset and Service Management
solutions. In our customers' experience, the Peregrine solution
has dramatically reduced the total cost of ownership for the
enterprise. Linium supports Peregrine's vision and their
commitment to delivering proven products to market in a timely
manner in these challenging times. We celebrate Peregrine's
diligence, and look forward to continuing to work with them as the
leading Consolidated Asset and Service Management vendor as the
company emerges from Chapter 11." Linium is an IT consulting firm
based in Albany, N.Y.

Rubik's business manager Gunnar H. Wiik said, "As a Peregrine
partner for the past five years, we continue to see demand for
Peregrine's Consolidated Asset and Service Management solutions
because they deliver real value in today's tough economy. We
applaud their emergence from Chapter 11 and anticipate continued
growth." Rubik is a provider of IT value management solutions in
Nordic region.

Customer Quotes:

Roland Manfredi, chief of IT infrastructure at Aeroports de Paris,
said, "ServiceCenter, Peregrine Systems' service management
solution, allows Aeroports de Paris to support and radically
increase the level of service to ADP users by simplifying,
securing and reducing the time to close incidents. ADP will
continue to invest in Peregrine solutions because they are the
foundation of our long-term technology infrastructure management."
ADP is the airport authority for Paris.

Roger Marsden, head of managed services for O2 Airwave, said, "In
the last year, Peregrine has returned to its roots in Consolidated
Asset and Service Management solutions, and despite the problems
they have faced, we've been impressed by its continuing dedication
to product innovations and customer service. We have been
extremely pleased with AssetCenter and ServiceCenter and plan to
reinforce our use in the near future." O2 Airwave is a digital
emergency communications service from mmO2 plc, a UK-based
provider of mobile services and communications solutions.

Lisa Jerrard, infrastructure project manager, IMS Health, Inc.,
said, "We've been using Peregrine ServiceCenter and AssetCenter
since December 2000, and Peregrine's technical support team has
always responded quickly, proactively and professionally. The
Peregrine products are key to our operations, and therefore
effective support is critical to our success. The Peregrine team
has always lived up to the challenge and made us feel comfortable
about calling and asking for help." IMS is a global provider of
pharmaceutical market intelligence with a presence in more than
100 countries.


PEREGRINE SYSTEMS: Will File SEC Forms 10-K and 10-Q in October
---------------------------------------------------------------
Peregrine Systems, Inc., commented on its expectations for the
release of operating results and other financial information
following the effective date of its Plan of Reorganization.  As
previously announced, the reorganization plan became effective on
Aug. 7, 2003.

The company reminded investors that it has not filed Annual
Reports on Form 10-K for the fiscal years ended March 31, 2003 and
2002 nor Quarterly Reports on Form 10-Q for the fiscal quarters
ended June 30, 2003, Dec. 31, 2002, Sept. 30, 2002 or June 30,
2002.  In addition, Forms 10-K and 10-Q on file with the
Securities and Exchange Commission for periods prior to this date
may not be reliable.  The company is in discussions with the SEC
concerning its historical filings.

Currently, the company believes that it will be able to file its
Form 10-K for the fiscal year ended March 31, 2003 and its Form
10-Q for the fiscal quarter ended June 30, 2003 by the end of
October of this year.  However, there can be no assurance that the
filings will be made by that time.  The company's filing schedule
could be impacted by a number of factors, including, among others
things, its discussions with the SEC and the ability of management
to devote sufficient resources to completion of the reports in
view of numerous other post-bankruptcy priorities, including
completing the documentation and implementation of a variety of
internal controls, as detailed in the company's Current Report on
Form 8-K filed Aug. 7, 2003.

Until the company files current reports with the SEC, investors in
the company's securities will not have current financial
information.  Investors are cautioned to take this into account in
making decisions to purchase or sell the company's securities.

Founded in 1981, Peregrine Systems, Inc. develops and sells
enterprise software to enable its 3,500 customers worldwide to
manage IT for the business.  The company's Consolidated Asset and
Service Management offerings allow organizations to improve asset
management and gain efficiencies in service delivery -- driving
out costs, increasing productivity and accelerating return on in
vestment.  The company's flagship products -- ServiceCenter(R) and
AssetCenter(R) -- are complemented by Employee Self Service,
Automation and Integration capabilities.  Peregrine is  
headquartered in San Diego, Calif. and conducts business from
offices in the Americas, Europe and Asia Pacific.  For more
information, please visit: http://www.peregrine.com


PEREGRINE SYSTEMS: Makes $18 Million Payment to Kilroy Realty
-------------------------------------------------------------
Kilroy Realty Corporation (NYSE:KRC) has received $18.3 million
from Peregrine Systems, Inc. as part of a previously announced
settlement resulting from Peregrine's 2002 bankruptcy filing. In
accordance with the settlement, Kilroy Realty will also receive
approximately $750,000 to be paid annually in August over the next
four years.

Kilroy Realty Corporation, a member of the S&P Small Cap 600
Index, is a Southern California-based real estate investment trust
active in the office and industrial property sectors. For more
than 50 years, the company has owned, developed, acquired and
managed real estate assets primarily in the coastal regions of
California and Washington. Principal submarkets for KRC's current
development program include El Segundo and coastal San Diego. At
June 30, 2003, the company owned 6.9 million square feet of
commercial office space and 4.9 million square feet of industrial
space. More information can be found at www.kilroyrealty.com.

Peregrine filed a voluntary Chapter 11 petition on Sept. 22, 2002
after accounting irregularities came to light, requiring a
restatement of 11 quarters.

Founded in 1981, Peregrine Systems develops and sells application
software to help large global organizations manage and protect
their technology resources. With a heritage of innovation and
market leadership in Consolidated Asset and Service Management
software, the company's flagship offerings include
ServiceCenter(R) and AssetCenter(R), complemented by employee self
service, automation and integration functionalities. Headquartered
in San Diego, Calif., Peregrine's solutions facilitate the
automation of business processes, resulting in increased
productivity, reduced costs and accelerated return on investment
for its more than 3,500 customers worldwide. For more information,
visit http://www.peregrine.com

Peregrine Systems, Inc. (OTC: PRGNQ), a leading provider of
Consolidated Asset and Service Management software, announced that
the U.S. Bankruptcy Court has confirmed its Plan of
Reorganization.

Judge Judith Fitzgerald, presiding judge in the Bankruptcy Court
in the District of Delaware in Wilmington, approved the proposed
order submitted by Peregrine, ruling that the company had
satisfied the necessary requirements for confirmation of its Plan.
Earlier this month, Peregrine reached consensus on the Plan with
the Official Committee of Unsecured Creditors and the Official
Committee of Equity Holders, which represents the company's
creditors and shareholders respectively.


PG&E NAT'L: U.S. Trustee Appoints NEG Unsecured Creditors' Panel
----------------------------------------------------------------
On July 17, 2003, W. Clarkson McDow, Jr., the United States
Trustee for Region 4, appoints these entities to the Official
Committee of PG&E National Energy Group Inc. Unsecured Creditors,
pursuant to Section 1102(a)(1) of the Bankruptcy Code:

      A. ABN AMRO Bank N.V.
         Attn: William J. Fitzgerald
         350 Park Avenue, 2nd Floor, New York, NY 10022
         Phone: (212)251-9685   Fax: (212)251-9685;

      B. Citibank N.A./Citicorp USA, Inc.
         Attn: Gregory Frenzel/Marni McManus
         250 West St., 8th Floor, New York, NY 10013
         Phone: (212)723-3106   Fax: (212)723-3964;

      C. Credit Lyonnaise New York Branch
         Attn: John-Charles van Essche
         1301 Avenue of the Americas, New York, NY 10019
         Phone: (212)261-7746 x 7891   Fax: (212)261-3259 x 3421;

      D. JP Morgan Chase Bank
         Attn: Agnes Levy
         270 Park Avenue, New York, NY 10017
         Phone: (212)270-0420   Fax: (917)464-8909;

      E. Liberty Electric Power, LLC
         Attn: Catherine B. Callaway
         1111 Louisiana, Room 4313, Houston, TX 77002
         Phone: (713)497-5715   Fax: (713)497-0161;

      F. Societe Generale
         Attn: Nina M. Ross
         1221 Avenue of Americas, New York, NY 10020
         Phone: (212)278-7024   Fax: (212)278-6460; and

      G. The Royal Bank of Scotland, PLC
         Attn: Colin Bickle
         101 Park Avenue, New York, NY 10178
         Phone: (212)401-1383   Fax: (212)401-3759
(PG&E National Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


PILLOWTEX: Turns to KPMG as Accountants and Financial Advisors
--------------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates seek to employ and
retain the firm of KPMG LLP, pursuant to Section 327 of the
Bankruptcy Code, as their accountants and financial advisors
during the Chapter 11 cases and all related matters, effective as
of the Petition Date. KPMG will provide, among other things,
audit, tax and other services to the Debtors.

KPMG has served as Pillowtex's accountants and financial advisors
for years.  Because of this, KPMG possesses a great deal of
institutional knowledge of the Debtors and is already familiar
with the Debtors' business affairs to the extent necessary for
the scope of the proposed and anticipated services.  KPMG has
also indicated a willingness to act on behalf of the Debtors and
to subject itself to the jurisdiction and supervision of the
Court.  Furthermore, Scott B. Davis, in his affidavit, assures
the Court that KPMG is a disinterested person as the term is
defined in Sections 101(14) and 1107(b).  Thus, the Debtors
believe that, KPMG is qualified to serve them as accountants,
auditors and advisors and to represent them in a cost-effective,
efficient and timely manner.

These are services that KPMG will provide to the Debtors:

    A. Accounting and Auditing Services

       (1) audits of the financial statements of the Debtors as
           may be required from time to time, and advice and
           assistance in the preparation and filing of financial
           statements and disclosure documents required by the
           Securities and Exchange Commission including Forms 10-K
           as required by applicable law or as requested by the
           Debtors in accordance with the April 2, 2003 engagement
           letter;

       (2) audits of any benefit plans as may be required by the
           Department of Labor or the Employee Retirement Income
           Security Act, as amended in accordance with the October
           1, 2002 engagement letter;

       (3) review of the unaudited quarterly financial statements
           of the Debtors as required by applicable law or as
           requested by the Debtors in accordance with the April
           2, 2003 engagement letter; and

       (4) assistance in the preparation and filing of the
           Debtors' registration statements required by the
           Securities and Exchange Commission in relation to debt
           and equity offerings in accordance with the April 2,
           2003 engagement letter;

    B. Tax Advisory Services

       (1) review of and assistance in the preparation of the
           filing of the Debtors' federal tax return and work
           papers in accordance with the May 27, 2002 engagement
           letter and any other tax return as requested by the
           Debtors;

       (2) advice and assistance regarding tax planning issues,
           including calculating net operating loss carry forwards
           and the tax consequences of any proposed plans of
           reorganization, and assistance in the preparation of
           any Internal Revenue Service ruling requests regarding
           the future tax consequences of alternative
           reorganization structures;

       (3) assistance regarding existing and future Internal
           Revenue Service, state and local tax examinations;

       (4) assistance regarding real and personal property tax
           matters, including review of real and personal property
           tax return, tax research, negotiation of values with
           appraisal authorities, preparation and presentation of
           appeals to local taxing jurisdiction and assistance in
           litigation of property tax appeals; and

       (5) assistance regarding federal, state and local payroll
           and unemployment tax matters including inquiries and
           examinations relating to the North Carolina SUI
           restructuring initiatives in accordance with the
           November 6, 2002 engagement letter;

    C. Financial Advisory Services

       (1) advice and assistance in the preparation of reports or
           filings as required by the Bankruptcy Court or the
           Office of the United States Trustee, including any
           monthly operating reports and Schedules of Assets and
           Liabilities or Statements of Financial Affairs and
           Executory Contracts;

       (2) assistance in various analyses of creditor claims;

       (3) assistance with preference or other avoidance actions;

       (4) advice and assistance, as requested, with the
           continuing operation of the Debtors' business in order
           to consummate the proposed transaction with SB Capital,
           to maintain and preserve the assets of the Debtors'
           estates, and to maximize distribution to creditors;

       (5) advice and assistance in the preparation of financial
           information and documents necessary for confirmation of
           the Chapter 11 cases including information contained in
           the disclosure statement;

       (6) attendance at meetings of the Debtors' management and
           counsel focused on the coordination of resources
           related to the continued operation of the Debtors'
           business in order to consummate the proposed
           transaction with SB Capital, to maintain and preserve
           the assets of the Debtors' estates, and to maximize
           distributions to creditors;

       (7) advice and assistance to the Debtors in the
           identification of and, to the extent requested,
           consultation related to the implementation of internal
           cost reduction plans;

       (8) advice and assistance in the review or development of
           labor and employee compensation arrangements; and

       (9) analysis of assumption and rejection issues regarding
           executory contracts and leases.

The Debtors have agreed to pay KPMG fixed fees for these audit
services:

    (i) $72,000 for audit services related to each review of the
        Debtors' consolidated financial statements for the
        quarters ending March 29, June 28 and September 27, 2003;
        and

   (ii) $15,500 for the 2002 audit of some of the Debtors' defined
        benefit plans and health and welfare plans.

To note, the fees for the examination of financial statements for
year ended December 31, 2003 will be determined at the
appropriate time, subject to approval of the Court and the Audit
Committee of the Debtors' Board of Directors.

The Debtors have agreed to compensate KPMG for Hourly Fee
services performed postpetition in accordance with the indicated
hourly rate of each KPMG professional providing services under
the proposed engagement:

          Professional                     Rate
          ------------                 ------------
          Partners                      $400 - 600
          Managing Directors/Directors   380-510
          Senior Managers/Managers       320-420
          Senior Associates              230-330
          Associates                     120-240
          Paraprofessionals               90-120
(Pillowtex Bankruptcy News, Issue No. 47; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


PRIMUS TELECOMMS: Plans to Redeem $10 Million of 11.75% Bonds
-------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (Nasdaq:PRTL), a
global telecommunications services provider offering an integrated
portfolio of voice, data, Internet and hosting services, has given
notice to the Trustee under the Indenture for the 11.75% Senior
Notes due August 2004 of its intent to redeem $10 million
principal amount of the bonds on September 15, 2003. Currently,
$43.5 million principal amount of the 2004 Senior Notes are
outstanding. The bonds will be redeemed at par plus accrued
interest to the date of redemption.

PRIMUS Telecommunications Group, Incorporated (NASDAQ:PRTL) --
whose June 30, 2003 balance sheet shows a total shareholders'
equity deficit of about $127 million -- is a global
telecommunications services provider offering integrated voice,
data, Internet, digital subscriber line, Web hosting, enhanced
application, virtual private network, and other value-added
services. PRIMUS owns and operates an extensive global backbone
network of owned and leased transmission facilities, including
approximately 250 points-of-presence throughout the world,
ownership interests in over 23 undersea fiber optic cable systems,
19 international gateway and domestic switches, a satellite earth
station and a variety of operating relationships that allow it to
deliver traffic worldwide. PRIMUS also has deployed a global
state-of-the-art broadband fiber optic ATM+IP network and data
centers to offer customer Internet, data, hosting and e-commerce
services. Founded in 1994 and based in McLean, VA, PRIMUS serves
corporate, small- and medium-sized businesses, residential and
data, ISP and telecommunication carrier customers primarily
located in the North America, Europe and Asia Pacific regions of
the world. News and information are available at PRIMUS's Web site
at http://www.primustel.com  


RADIO ONE: Reports Slightly Improved Second Quarter 2003 Results
----------------------------------------------------------------
Radio One, Inc. (NASDAQ:ROIAK and ROIA) (S&P, B+ Corporate Credit
Rating, Positive) reported its results for the quarter ended June
30, 2003.

Net broadcast revenue was approximately $80.9 million, an increase
of 1% from the same period in 2002. Cash advertising revenue for
the quarter grew approximately 2% while special events and non-
traditional revenue (which represented approximately 3% of the
Company's revenue in the quarter) declined 13% as less profitable
revenue-generating events were terminated or downsized. Operating
income was approximately $35.3 million, a decrease of 1% from the
same period in 2002. Station operating income was approximately
$43.1 million, a decrease of 1% from the same period in 2002.
EBITDA was approximately $40.2 million, relatively unchanged from
the same period in 2002. Net income was approximately $15.7
million, or $0.15 per share, an increase of 19% from net income of
approximately $13.2 million, or $0.13 per share (which represents
a 15% increase on a per share basis), for the same period in 2002.
Free cash flow was $22.5 million, an increase of 25% from free
cash flow of approximately $18.0 million for the same period in
2002.

Alfred C. Liggins, III, Radio One's CEO and President stated,
"This quarter was even more difficult than the first quarter of
2003, as the war had a negative impact on advertisers' buying
decisions and industry pricing throughout the period.
Nevertheless, Radio One managed to grow its revenue in the face of
this difficult environment and results were above the mid-point of
our revenue guidance for the second quarter. It is also important
to note that underperformance relative to market growth at our
Houston stations resulted in an approximate 150 basis point
reduction in our overall revenue performance. We are focused on
correcting the problems at our Houston properties and believe that
the worst of that market's performance is now behind us. We are
pleased that things appear to be improving in the industry,
although that improvement is slow and somewhat inconsistent.
Further, we are excited by the recent signing of our joint venture
agreement with Comcast with regard to the formation of TV One, the
African-American targeted cable channel we expect to launch in the
first quarter of 2004. We look forward to reporting other exciting
developments at TV One in upcoming quarters."

With the adoption of Regulation G by the SEC, station operating
income replaces broadcast cash flow as the metric used by
management to assess the performance of our stations. Station
operating income is calculated in the same manner as broadcast
cash flow. It is important to note that EBITDA, station operating
income and free cash flow are not measures of performance or
liquidity calculated in accordance with generally accepted
accounting principles. Management believes that these measures are
useful as a way to evaluate the Company and the means for
management to evaluate our radio stations' performance and
operations. Management believes that these measures are useful to
an investor in evaluating our performance because they are widely
used in the broadcast industry to measure a radio company's
operating performance. You should not consider these non-GAAP
measures in isolation or as substitutes for net income, operating
income, or any other measure for determining our operating
performance that is calculated in accordance with generally
accepted accounting principles. These non-GAAP measures are not
necessarily comparable to similarly titled measures employed by
other companies.

Net broadcast revenue increased to approximately $80.9 million for
the quarter ended June 30, 2003 from approximately $80.2 million
for the quarter ended June 30, 2002 or 1%. Net broadcast revenue
increased to approximately $144.3 million for the six months ended
June 30, 2003 from approximately $138.5 million for the six months
ended June 30, 2002 or 4%. These increases were the result of net
broadcast revenue growth in several of Radio One's markets,
including Atlanta, Cleveland, Dallas and Los Angeles, partially
offset by revenue declines in several other markets, including
Baltimore, Houston, Philadelphia and Richmond.

Operating expenses increased to approximately $45.6 million for
the quarter ended June 30, 2003 from approximately $44.6 million
for the quarter ended June 30, 2003 or 2%. Operating expenses
increased to approximately $88.1 million for the six months ended
June 30, 2003 from approximately $84.4 million for the six months
ended June 30, 2002 or 4%. Operating expenses excluding
depreciation, amortization and non-cash compensation increased to
approximately $40.7 million for the quarter ended June 30, 2003
from approximately $39.9 million for the quarter ended June 30,
2002 or 2%. Operating expenses excluding depreciation,
amortization and non-cash compensation increased to approximately
$78.2 million for the six months ended June 30, 2003 from
approximately $75.0 million for the six months ended June 30, 2002
or 4%. These increases in expenses were related primarily to (1)
increased variable expenses associated with increased revenue and
(2) higher programming expenses in certain markets with new radio
station formats and/or programming, such as with two relatively
young stations in Atlanta and the syndication of the Steve Harvey
Morning Show to one of Radio One's Dallas stations.

Interest expense decreased to approximately $10.7 million for the
quarter ended June 30, 2003 from approximately $14.8 million for
the quarter ended June 30, 2002 or 28%. Interest expense decreased
to approximately $21.1 million for the six months ended June 30,
2003 from approximately $31.7 million for the six months ended
June 30, 2002 or 33%. These decreases relate primarily to a
reduction of outstanding bank debt (starting in the middle of the
second quarter of 2002) with the proceeds received from the
Company's April 2002 equity offering and from principal payments
made, utilizing free cash flow, beginning at the end of the first
quarter of 2003, as well as lower interest rates on that bank debt
as a result of declining leverage and lower market interest rates
over the past 12 months.

Income before provision for income taxes and cumulative effect of
an accounting change increased to approximately $25.3 million for
the quarter ended June 30, 2003 compared to income before
provision for income taxes and cumulative effect of an accounting
change of approximately $21.3 million for the quarter ended June
30, 2002 or 19%. This increases was due primarily to lower
interest expense as described above. Income before provision for
income taxes and cumulative effect of an accounting change
increased to approximately $36.4 million for the six months ended
June 30, 2003 compared to income before provision for income taxes
and cumulative effect of an accounting change of approximately
$23.4 million for the six months ended June 30, 2002 or 56%. This
increase was due primarily to higher operating income due to
higher revenue and lower interest expense as described above.

Net income increased to approximately $15.7 million for the
quarter ended June 30, 2003 from approximately $13.2 million for
the quarter ended June 30, 2002 or 19%. Net income increased to
approximately $22.6 million for the six months ended June 30, 2003
compared to a net loss of approximately $15.3 million for the six
months ended June 30, 2002. These increases were due to higher
income before provision for income taxes and cumulative effect of
an accounting change, as well as the effect of the accounting
change in the first quarter of 2002, which reduced net income in
that period by approximately $29.8 million.

Station operating income decreased to approximately $43.1 million
for the quarter ended June 30, 2003 from approximately $43.4
million for the quarter ended June 30, 2002 or 1%. Station
operating income increased to approximately $72.2 million for the
six months ended June 30, 2003 from approximately $69.2 million
for the six months ended June 30, 2002 or 4%. These changes were
attributable primarily to the increase in net broadcast revenue
more than offset in the second quarter of 2003 (and partially
offset for the six month period of 2003) by higher operating
expenses associated with Radio One's overall growth as described
above.

EBITDA was relatively unchanged at approximately $40.2 million for
the quarter ended June 30, 2003 compared to approximately $40.3
million for the quarter ended June 30, 2002. EBITDA increased to
approximately $66.1 million for the six months ended June 30, 2003
from approximately $63.5 million for the six months ended June 30,
2002 or 4%. This change was attributable primarily to the increase
in net broadcast revenue partially offset by higher operating
expenses and higher corporate expenses associated with Radio One's
overall growth as described above.

Capital expenditures totaled approximately $2.9 million in the
second quarter of 2003 compared to capital expenditures of
approximately $3.1 million in the second quarter of 2002.

In the second quarter of 2003, deferred portion of the income tax
provision was approximately $9.5 million. In the second quarter of
2003, amortization of debt financing costs, unamortized debt
discount and deferred interest was approximately $0.4 million and
is included in interest expense on Radio One's income statement.
As of June 30, 2003, Radio One had total debt (net of cash
balances) of approximately $539.0 million.

               Radio One Information and Guidance

For the third quarter of 2003, Radio One expects to report an
increase in net broadcast revenue that will be in the range of 1%
to 4% greater than the approximately $80.5 million of net
broadcast revenue generated in the third quarter of 2002. Radio
One expects third quarter 2003 station operating expenses (defined
as programming and technical and selling, general and
administrative expenses) to be essentially flat as compared to
last year's third quarter amount of approximately $37.4 million
and corporate expenses to increase in the low single digit
percentage range from last year's third quarter amount of
approximately $3.3 million.

Radio One, Inc. -- http://www.radio-one.com-- is the nation's  
seventh largest radio broadcasting company (based on 2002 net
broadcast revenue) and the largest company that primarily targets
African-American and urban listeners. Radio One owns and/or
operates 66 radio stations located in 22 urban markets in the
United States and reaches approximately 12.5 million listeners
every week. Radio One also programs five channels on the XM
Satellite Radio Inc. system.


RURAL/METRO: Wins Five-Year Renewal Contract with Indy Motor
------------------------------------------------------------
Rural/Metro Corporation (Nasdaq:RUREC), a leading national
provider of ambulance and fire protection services, has been
awarded a five-year renewal contract to continue as the emergency
medical services provider to the Indianapolis Motor Speedway.

The contract expands Rural/Metro's current role at the Speedway to
include paramedic staffing in all pit areas, as well as managing a
fully staffed first-aid station in the garage area. The company
provides care during all other events at the venue, including
practice sessions, tire testing, and a variety of community
events. Rural/Metro has provided emergency medical services to the
Speedway since 1995.

The Indianapolis Motor Speedway occupies more than 300 acres on
the northwest side of the city and is host to the three largest
single-day sporting events in the world: the Indianapolis 500, the
Brickyard 400, and the United States Grand Prix Formula One Race.

Jack Brucker, President and Chief Executive Officer, said, "We are
very proud to extend our long-standing relationship with the
Indianapolis Motor Speedway and look forward to continuing to
serve the EMS needs of race professionals and patrons in
Indianapolis."

On race days, Rural/Metro provides staffing and resources
including 24 ambulances, 120 paramedics and emergency medical
technicians, seven quick-response specialty EMS teams, 14 first
aid stations, medical dispatching services, and on-site
management.

Dr. Henry Bock, Medical Director for Indianapolis Motor Speedway,
said, "Rural/Metro has demonstrated high-quality care and
commitment to the Indianapolis Motor Speedway and to the safety of
its patrons for many years. We continue to be pleased with their
services and look forward to our renewed partnership to provide
patient care."

John Karolzak, Regional Division General Manager for Rural/Metro
operations in Indiana, said, "Our employees are committed to
providing top-quality emergency medical services by ensuring that
race fans and participants are given the very best care possible.
We are excited about the opportunity to strengthen and enhance
that role in the future."

Rural/Metro Corporation, whose December 31, 2002 balance sheet
shows a total shareholders' equity deficit of about $160 million,
provides emergency and non-emergency medical transportation, fire
protection, and other safety services in approximately 400
communities throughout the United States. For more information,
visit the Rural/Metro Web site at http://www.ruralmetro.com


SAFETY-KLEEN: Systems' $135 Mill. Senior Security Credit Terms
--------------------------------------------------------------
Safety-Kleen Systems, Inc., a surviving Reorganized Debtor,
presents the terms of an Initial Commitment Letter embodying a
$135,000,000 Senior Secured Term Loan Facility.

The Commitment Letter is signed by representatives of Goldman
Sachs Credit Partners LP and Silver Point Capital, LP, as Lead
Lenders.

The purpose of this financing is to:

    (a) consummate the Modified First Amended Joint Plan of
        Reorganization of Safety-Kleen Corp. and certain of its
        direct and indirect subsidiaries;

    (b) refinance certain of the Debtors' existing indebtedness;

    (c) provide for the on-going working capital needs of the
        Borrower; and

    (d) provide for other general corporate purposes of the
        Borrower, including certain expenses associated with
        the Debtors' emergence from Chapter 11 bankruptcy
        protection.

Safety-Kleen Services, Inc., entered into the Proposal Letter
dated July 8, 2003, with GSCP, Silver Point and WF Foothill, under
which GSCP, Silver Point and Foothill proposed to structure,
arrange and syndicate senior secured credit facilities for the
Borrower in an aggregate amount of up to $300,000,000.  The
Proposal Letter - which did not constitute a commitment to provide
the Credit Facilities -- contemplated that commitments to provide
the Credit Facilities would be provided in two stages -- the first
of which would be the delivery of a commitment for a term loan in
an amount not to exceed $135,000,000, and the second of which
would be the delivery of a commitment for a revolving loan and
letter of credit facility.

GSCP will provide commitments in an amount not to exceed
$90,000,000 and Silver Point will provide commitments in an amount
not to exceed $90,000,000, up to a maximum combined amount of
$135,000,000.

                          Syndication

The Debtors and the Lead Lenders agree that GSCP will act as sole
lead arranger and sole lead bookrunner for the Credit Facilities
and that GSCP will, in such capacity, perform the duties and
exercise the authority customarily performed and exercised by it
in such role.  The Lead Lenders will have sole discretion in the
appointment of, and awarding of titles to, other agents, co-
agents, arrangers or bookrunners, and will determine if any  
compensation will be paid - it being understood that:

    (i) there will be compensation payable to WF Foothill in
        connection with the Credit Facilities, which will be
        consistent with the terms set forth in the Proposal
        Letter and in the Revolving Term Sheet, and

   (ii) WF Foothill will have the titles and perform the duties
        in the Proposal Letter and the Revolving Term Sheet.

The Lead Lenders intend -- together with Foothill -- to syndicate
the Credit Facilities to a group of financial institutions
identified by the Lead Lenders.  The Lead Lenders will manage all
aspects of the syndication, including decisions as to the
selection of institutions to be approached and when they will be
approached, when their commitments will be accepted, which
institutions will participate, the allocations of the commitments
among the Lenders and the amount and distribution of fees among
the Lenders.

                        Costs and Expenses

In consideration of the commitment of the Lead Lenders and the
costs and expenses they incur, the Debtors agree to pay those
expenses, regardless of whether any of the transactions
contemplated are consummated.  The Debtors also agree to pay all
reasonable costs and expenses of each of the Lead Lenders incurred
in connection with the enforcement of any of their rights and
remedies under the transactions.

Upon acceptance of the commitment letter, the Safety-Kleen Debtors
agree to pay to Silver Point, for the benefit of the Lead Lenders,
a work fee equal to $250,000, which will be applied to the payment
of costs and expenses payable by the Debtors.  Silver Point, for
the benefit of the Lead Lenders, will retain the Work Fee
regardless of whether the Term Loan Facility is consummated;
provided, however, that if either:

    (a) the closing date occurs under Transaction and the Lead
        Lenders are paid the fees payable to them on such
        closing date; or

    (b) the Lead Lenders indicate that they are no longer willing
        to pursue the proposed financing, any unapplied balance
        of the Work Fee will be refunded to the Debtors.

                          The Terms

The significant terms and conditions of this commitment are:

    Borrower:       Safety-Kleen Systems, Inc. and its
                    subsidiaries.

    Lenders:        Silver Point Finance, LLC or its affiliates
                    and Goldman Sachs Credit Partners LP.

    Sole Lead
    Arranger and
    Sole Lead
    Book-Runner:    GSCP

    Co-Collateral
    Agent:          Silver Point

    Facility:       A senior secured term loan facility with a
                    Maximum Credit Amount of $135,000,000.  Under
                    the Facility, the Lead Lenders would provide
                    a term loan in an amount equal to:

                    (a) $115,000,000, plus

                    (b) an amount, up to a maximum of
                        $20,000,000, equal to the sum of:

                        -- the positive difference of
                           $100,000,000, minus the Revolver
                           Borrowing Base, if any, and

                        -- the positive difference of
                           $60,000,000, minus the aggregate
                           of the L/C Facility Borrowing
                           Base, if any.

                    At the Debtors' option, the Maximum Credit
                    Amount may be reduced to $115,000,000 at
                    any time prior to the Closing Date.

    Leverage
    Covenant:       The aggregate amount outstanding under
                    the Revolver, under the L/C Facility, and
                    under the Term Loan will be limited to
                    4.0 times trailing 12 months EBITDA at
                    close, reducing to 3.50 times at
                    September 30, 2004, and reducing to 3.25
                    times at January 30, 2005.  EBITDA would be
                    adjusted for restructuring charges plus other
                    non-recurring/unusual charges, with
                    leverage limitations reducing pursuant to
                    covenants to be negotiated.

    Amortization:   None.  The Term Loan would be payable at
                    maturity, subject only to mandatory
                    prepayments.

    Interest Rate:  Amounts outstanding under the Term Loan would
                    bear interest at LIBOR plus 7.50%, with a
                    2.50% LIBOR floor, paid current interest in
                    cash, plus 3.50%, per annum, paid in kind.

    Term:           Four years from the closing date.

    L/C Interest
    Rates:          Advances outstanding under the Revolver would
                    bear interest, at Systems' option, at:

                    (a) the Base Rate plus 1.25%, or

                    (b) the LIBOR Rate plus 3.75%.

    L/C Fees:       Systems would be charged a letter of credit
                    fee  at a rate equal to:

                    (1) the LIBOR margin -- plus bank issuance
                        charges -- for Letters of Credit issued
                        and outstanding under the Revolver, and

                    (2) 4.25% -- plus bank issuance charges --
                        for Letters of Credit issued and
                        outstanding under the L/C Facility;

                    provided, however, that if all conditions to
                    Systems' exercise of the L/C Facility
                    Increase Option are satisfied or waived by
                    the Lead Lenders and Systems exercises the
                    L/C Facility Increase Option, the L/C
                    Facility Rate for the portion of the L/C
                    Facility in excess of the L/C Facility
                    Borrowing Base will be 8.25%.

    Mandatory
    Prepayments
    and Commitment
    Reductions:     Mandatory prepayments to include:

                    (a) 100% of the net proceeds of any sale or
                        issuance of certain equity or incurrence
                        of certain indebtedness after the Closing
                        Date by any of the Borrower Parties or
                        certain of their affiliates;

                    (b) 100% of the net proceeds of any sale or
                        other disposition -- including any
                        purchase price refund in respect of any
                        acquisition -- by any of the Borrower
                        Parties or certain of their affiliates
                        of any assets, subject to customary
                        exceptions;

                    (c) 75% of excess cash flow for each fiscal
                        year of the Borrower -- commencing with
                        the fiscal year in which the Closing Date
                        occurs, subject to a liquidity test; and

                    (d) if an Event of Default is existing, 100%
                        of net proceeds of any disposition
                        resulting from a casualty or condemnation
                        -- including insurance proceeds -- by any
                        of the Borrower Parties or certain of
                        their affiliates of any assets subject to
                        customary exceptions.

                    So long as any loans under the Revolver and
                    L/C Facility are outstanding and any letters
                    of credit under the L/C Facility are not
                    fully cash-collateralized, the Term Loans
                    will not be required to be prepaid.

    Prepayment
    Premium:        6% during year 1, 4% during year 2, 2% during
                    year 3, and 0 during year 4; provided that
                    no prepayment premium will be applicable to
                    Mandatory Prepayments.

    Collateral:     A shared first-priority, perfected security
                    interest in substantially all of Borrower's
                    now owned or hereafter acquired property and
                    assets; and third party agreements or
                    consents as Lead Lenders may reasonably
                    require.

    Collection:     Systems would direct all of its customers to
                    remit all payments to deposit accounts that
                    are the subject of tri-party agreements among
                    Systems, the Revolver Agent, and the
                    depositary banks and would be required
                    promptly to remit any payments received by it
                    to these deposit accounts.

    Financial
    Covenants:      In addition to other customary financial
                    covenants for transactions of this type,
                    Systems to maintain minimum levels of EBITDA
                    and to be subject to a limitation on annual
                    capital expenditures, to be agreed upon,
                    based on a discount of Systems' projected
                    operations.

    Financial
    Reporting:      Customary for the Lead Lenders' loans of this
                    type and those deemed appropriate by the Lead
                    Lenders for this transaction, including
                    monthly financial statements and annual
                    audited financial statements and projections.

    Affirmative
    Covenants:      Customary for the Lead Lenders' transactions
                    of this type; and at the Lead Lenders'
                    option, agreement to obtain interest rate
                    protection on terms and conditions
                    satisfactory to the Lead Lenders.

    Negative
    Covenants:      Customary for the Lead Lenders' transactions
                    of this type.

    Events of
    Default:        Customary for the Lead Lenders' transactions
                    of this type,

    Scheduled
    Closing Date:   Closing Date to occur on or before
                    October 15, 2003.
(Safety-Kleen Bankruptcy News, Issue No. 62; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


SAMSONITE: S&P Ups & Removes Low-B & Junk Ratings from Watch
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on luggage and travel-related products manufacturer
Samsonite Corp., to 'B' from 'B-'. At the same time, Standard &
Poor's raised Samsonite's subordinated debt rating to 'CCC+' from
'CCC'. The ratings have been removed from CreditWatch, where they
were placed Oct. 7, 2002.

In addition, Standard & Poor's assigned its 'B+' rating to
Samsonite's new $60 million senior secured revolving credit
facilities due 2007. The bank loan rating is rated one notch
higher than the corporate credit rating, because Standard & Poor's
believes that lenders could expect full recovery of principal in a
stressed scenario. Standard & Poor's also assigned its 'CCC'
rating to Samsonite's new series of 8% convertible preferred
stock. Proceeds from the sale of the new preferred stock were
used to repay the company's existing bank debt. The rating on the
previous bank loan has been withdrawn.

In addition, the company has retired all of the outstanding shares
of its 13-7/8% senior redeemable preferred stock in exchange for
new preferred and common stock. The rating on the company's
previous series of senior redeemable preferred stock has been
withdrawn.

These actions follow Samsonite's July 31, 2003, announcement that
it has closed its previously announced recapitalization
transaction with ACOF Management LP, Bain Capital (Europe) LLC,
and Teachers' Merchant Bank, the private equity arm of Ontario
Teachers' Pension Plan. The transaction not only improves the
company's financial profile by lowering its total debt and
preferred stock burden, but also eliminates onerous near-term bank
maturities.

The outlook is stable.

Denver, Colorado-based Samsonite had about $429 million of total
debt and about $332 million of preferred stock outstanding at
April 30, 2003.

"The ratings on Samsonite reflect its leveraged financial profile,
narrow business focus, challenging industry conditions, and the
industry's exposure to the depressed travel industry," said
Standard & Poor's credit analyst David Kang. "These factors are
somewhat mitigated by the company's leading market position,
portfolio of well-recognized brands, and its global presence, as
well as by management's focus on controlling costs."

Samsonite is a global manufacturer and distributor of luggage,
casual bags, business cases, and other travel-related products.
Despite a somewhat narrow business focus, Samsonite has a leading
market position in the competitive hard and soft-sided luggage
industry with well-known brands that include Samsonite, Lark, and
American Tourister. Furthermore, the company benefits from its
global sourcing capabilities and broad, geographically diverse
distribution network, selling in more than 100 countries
worldwide.


SOTHEBY'S HOLDINGS: Q2 Financial Results Show Weaker Performance
----------------------------------------------------------------
Sotheby's Holdings, Inc. (NYSE: BID; LSE) (S&P, B Corporate Credit
Rating, Developing), the parent company of Sotheby's worldwide
live auction business, art-related financial services and real-
estate brokerage activities, announced results for the second
quarter and first half ended June 30, 2003.

For the second quarter ended June 30, 2003, the aggregate hammer
price of property sold at auction by the Company, which includes
buyer's premium, decreased $103.9 million, or 15%, compared to the
same period in 2002. However, auction revenues over the same
period decreased only a fraction of that amount by $4.9 million,
or 4%, primarily as a result of the buyer's premium rate increase
that became effective in January 2003, as well as improved
consignor commission rates.

For the second quarter ended June 30, 2003, net income was $14.2
million, or $0.23 per share, compared to net income of $17.9
million, or $0.29 per share, for the same period in 2002. Results
for the second quarter of 2003 include employee retention costs of
$2.9 million, a net benefit in restructuring charges of $0.5
million and antitrust related special charges of $0.6 million.
Excluding these pre-tax items, the Company's adjusted net income
for the second quarter of 2003 would have been $16.1 million, or
$0.26 per share. Results for the second quarter of 2002 included
pre-tax charges of $6.2 million primarily relating to employee
retention costs. Excluding these pre-tax charges, the Company's
adjusted net income for the second quarter of 2002 would have been
$21.8* million, or $0.35* per share. As a result of the successful
completion of the sale- leaseback of Sotheby's York Avenue
headquarters in February of this year, the Company's liquidity
position has greatly improved. However, as expected, this
transaction adversely affected our results for the second quarter
of 2003 as compared to the same quarter of 2002, through higher
depreciation expense of $0.9 million, or 14%, as well as an
increase in interest expense of $2.0 million, or 33%.

The Company reported total revenues of $119.0 million for the
second quarter of 2003, compared to total revenues of $127.0
million for the same period of 2002. This represents an $8.0
million decrease primarily due to the decrease in Auction Sales
discussed above, as well as lower Real Estate revenues.

For the first half of 2003, net loss was $13.4 million or $0.22
per share, compared to a net loss of $5.3 million, or $0.09 per
share, for the first half of 2002. Included in the 2003 first half
results are pre-tax retention charges of $6.3 million, net
restructuring charges of $5.3 million and antitrust related
special charges of $1.4 million. Excluding these items, adjusted
net loss for the first half of 2003, would have been $4.8 million
or $0.08 per share. Results for the first half of 2002 included
net pre- tax charges of $9.4 million, primarily relating to the
Company's employee retention programs. Excluding these items, the
Company would have reported adjusted net income of $0.8 million,
or $0.01 per share, for the first half of 2002. The Company
reported total revenues of $166.7 million for the first half of
2003, compared to total revenues of $172.5 million for the same
period of 2002.

Direct costs for the first half of 2003 are down by $4.4 million,
or 15%, from the first half of 2002. This is primarily due to
lower catalogue production and mailing costs primarily resulting
from the lower level of Auction Sales, as well as other catalogue
savings initiatives. Also, as anticipated, retention costs were
down by $6.2 million in the first half of 2003 compared to the
same period of 2002. Excluding the unfavorable impact of foreign
currency movements, total operating expenses for the first half of
2003 as compared to the same period in 2002 have decreased by
approximately $9.6 million (excluding retention costs, net
restructuring charges and antitrust related special charges),
which is in addition to the over $70.0 million in cost savings
already achieved in 2001 and 2002.

For the six months ended June 30, 2003, the Company's Real Estate
segment was adversely affected by market conditions in certain
real estate markets where the Company operates. Revenues were
$15.9 million for the first half of 2003, representing a $2.9
million, or 16%, decrease from the same period of 2002.

Our overall results for the first half of 2003 were favorably
impacted by the weakening of the U.S. Dollar against the British
Pound Sterling and the Euro, which resulted in a decrease in the
Company's operating loss of approximately $1.1 million.

"We had a profitable second quarter with expenses very well
controlled and we are satisfied with the outcome of the second
quarter and first half, given the difficult circumstances that
prevailed during the period," said William F. Ruprecht, President
and Chief Executive Officer of Sotheby's Holdings, Inc. "The build
up to the war in Iraq occurred at the prime property gathering
period for our major spring sales in New York and directly
affected New York consignments." Mr. Ruprecht explained: "While we
saw a sizable decline in Auction Sales (-15%) in the second
quarter of 2003, auction and related revenues over the same period
decreased only a fraction of that (-4%), which demonstrates our
ability to effectively withstand an unpredictable environment.

"Our spring Impressionist and Modern art sales in New York and
London performed well and Sotheby's led in this important auction
category with a combined total of $155.1 million. The resilience
of the art market was also evident in a number of other sales,
most notably in our American Paintings sale in New York which
brought $31.9 million, close to the high estimate, and our July
Old Masters sales in London, which brought $38.7 million, well
exceeding the high estimate. The demand for works of art that are
fresh to the market and of high quality was as strong as ever,
despite the challenges of the current global economic and
political environment."

In looking to the second half of the year, Mr. Ruprecht noted: "We
are encouraged by the level of consignments, which appears to be
due in part to the offering in the fall of property withheld from
the spring auctions as a result of economic uncertainties related
to the build up to the war in Iraq. We are also seeing an
improvement in the real estate market, with properties under
contract at the end of the second quarter of 2003 at a thirteen-
month high for this segment of our business."

                    Spring/Summer Highlights

Pierre-Auguste Renoir's Dans les Roses (Portrait de Madame Leon
Clapisson) sold for $23.5 million in New York and was the highest
individual price achieved among all the Impressionist and Modern
works sold in the New York and London spring sales. The highlight
of the June London Impressionist sale was Egon Schiele's landscape
painting, Krumauer Landschaft (Stadt und Fluss), which brought
$21.1 million (12.7 million pounds), more than doubling its pre-
sale low estimate. This price set a world auction record for the
artist and became the highest priced restituted work of art ever
auctioned.

At Sotheby's sale of American Paintings, Drawings and Sculpture in
New York, which totaled $31.9 million, the Collection of Meyer and
Vivian Potamkin brought in $15.3 million, over $2.0 million above
its high estimate. The highest price achieved at the sale was $3.0
million for John Sloan's Easter Eve, a painting depicting a
nighttime New York scene, setting a record for the artist at
auction.

The July Old Masters sales in London achieved $38.7 million (23.7
million pounds) surpassing its high estimate of $31.5 million by
$7.2 million, or 23%. The most notable lot of the sale was
Rembrandt's rediscovered Self-Portrait with Shaded Eyes which sold
for $11.3 million (6.9 million pounds), setting an auction record
for a Rembrandt self-portrait. This Rembrandt has a remarkable
history, having been hidden behind layers of overpaint for over
300 years when it was transformed into a study of an extravagantly
dressed Russian aristocrat. Many other paintings achieved well
above their estimates and two other artists, Jean-Marc Nattier and
Giulio Cesare Procaccini, also set world records.

The working manuscript of Ludwig von Beethoven's Ninth Symphony
brought $3.5 million (2.1 million pounds) on May 22nd, setting the
auction record for a single musical work as well as for a
Beethoven manuscript. This manuscript, the first of the full score
ever to come to market, is arguably the single most important
musical work ever to come to auction.

Karl Lagerfeld's collection of Art Deco and Works of Art which was
sold in Paris on May 15th was an outstanding success. The contents
of his house in Biarritz and his apartment in Monaco, which were
primarily Modernist furniture and decorative arts from the 1920's
and 30's, achieved $8.0 million in sales, almost tripling its low
estimate of $3.0 million.

Sotheby's Asia experienced an excellent spring season, despite the
on-going, widespread concern surrounding the SARS viral epidemic
that limited travel by many of our international clients. Sales
results in Asia totaled $48.0 million for the second quarter of
2003, as compared to $47.7 million in second quarter 2002, with
particular strength in the Chinese ceramics market in Hong Kong
and the paintings market in Australia.

                  Upcoming Single Owner Sales

A major highlight of the upcoming auction season is the collection
of American fashion legend, Bill Blass. The sale contents come
from Mr. Blass' Manhattan apartment and home in Connecticut and
are comprised mainly of English furniture, Old Master paintings,
Italian bronzes, fine European paintings and Antiquities. The
collection will be sold in New York from October 21st to 23rd and,
with Pablo Picasso's Nu couche which will be sold in our November
Impressionists sale, is expected to achieve in excess of $10.0
million. Also in New York, Sotheby's will be selling the Inventory
and Reference Library of H. P. Kraus, the venerable New York
dealers in books and manuscripts, which Sotheby's recently
acquired directly from the owner. Hans P. Kraus was known to
bibliophiles and book collectors the world over as the foremost
dealer in rare books and manuscripts of his time and the books and
manuscripts, including the renowned reference library, are
estimated between $9-12 million.

On October 15th, in Paris, Empire furniture and decorations, works
of art, silver, ceramics, carpets, and Old Master drawings from
the collection of Barbara Piaseka Johnson, will be auctioned. This
wonderful collection was assembled jointly with her late husband,
J. Seward Johnson Sr., co-founder of the firm Johnson & Johnson
and is expected to achieve $5.0 to $7.0 million. The contents of
the London home of world-renowned entertainer and philanthropist
Sir Elton John will be auctioned in our London salesroom on
September 30th. The vast collection of furniture, paintings and
works of art from his house in Holland Park is estimated in excess
of $1.3 million.

Sotheby's Holdings, Inc. is the parent company of Sotheby's
worldwide live auction businesses, art-related financing and real
estate brokerage activities. The Company operates in 34 countries,
with principal salesrooms located in New York and London. The
Company also regularly conducts auctions in 13 other salesrooms
around the world, including Australia, Hong Kong, France, Italy,
the Netherlands, Switzerland and Singapore. Sotheby's Holdings,
Inc. is listed on the New York Stock Exchange and the London Stock
Exchange. For more information on the Company, visit its Web site
at http://www.sothebys.com


SPIEGEL GROUP: July 2003 Net Sales Tumble 29% to $99 Million
------------------------------------------------------------
The Spiegel Group reported net sales of $99.2 million for the four
weeks ended July 26, 2003, a 29 percent decrease from net sales of
$139.1 million for the four weeks ended July 27, 2002.

For the 30 weeks ended July 26, 2003, net sales declined 22
percent to $939.4 million from $1.210 billion in the same period
last year.

The company also reported that comparable-store sales for its
Eddie Bauer division decreased 5 percent for the four-week period
and 8 percent for the 30-week period ended July 26, 2003, compared
to the same periods last year. Eddie Bauer retail sales reflect
strong customer response to its women's apparel offer, offset by
weaker response to its men's apparel offer and home merchandise.

The Group's net sales from retail and outlet stores fell 17
percent compared to last year, primarily reflecting the impact of
store closings as well as the decline in comparable-store sales.
At the end of July, the company's store base was 18 percent lower
than last year. Year-to-date the company has closed 80 Eddie Bauer
retail and outlet stores, 18 Spiegel outlet and clearance stores
and nine Newport News outlet stores. The majority of these store
closings were a result of the company's ongoing reorganization
process.

Direct net sales (catalog and e-commerce) for the Group decreased
39 percent compared to last year, primarily due to lower customer
demand, the ongoing negative effect of the company's decision in
early March to cease honoring the private-label credit cards
issued by First Consumer National Bank to customers of its
merchant companies and a planned reduction in catalog circulation.
In addition, Eddie Bauer shifted the mailing of its Ultimate
Summer Sale catalog to June this year from July last year which
negatively impacted direct net sales for July.

The Spiegel Group is a leading international specialty retailer
marketing fashionable apparel and home furnishings to customers
through catalogs, specialty retail and outlet stores, and
e-commerce sites, including eddiebauer.com , newport-news.com and
spiegel.com . The Spiegel Group's businesses include Eddie Bauer,
Newport News and Spiegel Catalog. Investor relations information
is available on The Spiegel Group Web site at
http://www.thespiegelgroup.com


SR TELECOM: Will Publish Second Quarter Results on August 29
------------------------------------------------------------
SR Telecom(TM) Inc. (TSX: SRX) will release second quarter 2003
earnings on Friday, August 29, 2003. Revenue for the second
quarter is expected to be slightly above first quarter results. As
previously announced, revenue for the first half of 2003 remains
lower than in the comparable period of 2002, mainly due to the
impact of the war in Iraq on its customers in the Middle East
region. The Company also expects to report lower losses in the
second quarter than those experienced in the first quarter of this
year.

The Company also stated that delays in closing a number of
significant new orders may prevent it from achieving its
previously stated revenue target of meeting 2002 revenue levels.
However, the Company continues to believe that its backlog will
improve over the coming quarters in light of the increased
level of bidding activity in its traditional markets.

Further details will be provided by management during the
Company's Q2 conference call on August 29th at 10:00 a.m. Eastern
time.

The Company also announced that its registration statement on Form
F-4 concerning the definitive agreement to acquire Netro
Corporation (NASDAQ: NTRO) has been declared effective by the
United States Securities and Exchange Commission and that a proxy
statement/prospectus related to the proposed acquisition is being
mailed to Netro shareholders of record as of July 31, 2003.
Completion of the transaction requires that a majority of Netro
shares outstanding be voted in favor of the transaction at a
special meeting of Netro shareholders, which is scheduled for
August 27, 2003 in San Jose, California. The transaction is
expected to be completed shortly after shareholder approval. The
board of directors of Netro Corp. has determined unanimously that
the merger is in the best interests of Netro shareholders, and has
recommended that Netro shareholders approve the merger.

Under the terms of the merger agreement, announced on
March 27, 2003, Netro shareholders will receive total
consideration that will be comprised of a dividend payout of
US$100 million paid by Netro immediately prior to the closing, and
the issuance by SR Telecom of 41.5 million SR Telecom common
shares, as adjusted to reflect the previously announced reverse
stock split.

Upon completion of the transaction, SR Telecom will be one of the
world's premiere providers of fixed wireless access solutions with
a global client base and distribution network, industry-leading
turnkey solutions capabilities and the broadest portfolio of fixed
wireless access products to extend the reach of carrier-class
networks. SR Telecom serves customers from 24 offices in 18
countries, including the United States, Canada, Mexico, Brazil,
France, Germany, Saudi Arabia, China, the Philippines, Indonesia,
Thailand, and Australia.

Under the merger agreement, completion of the transaction is
subject to customary conditions and government approval. The
Federal Trade Commission granted early termination of the waiting
period for pre-merger notification under the US Hart-Scott-Rodino
Antitrust Improvements Act.

Any outstanding options to purchase common shares of Netro not
exercised prior to the closing of the merger will be terminated.

SR TELECOM (TSX: SRX) is a world leader and innovator in Fixed
Wireless Access technology, which links end-users to networks
using wireless transmissions. SR Telecom's solutions include
equipment, network planning, project management, installation and
maintenance services. The Company offers the industry's broadest
portfolio of fixed wireless products, designed to enable carriers
and service providers to rapidly deploy high-quality voice, high-
speed data and broadband applications. These products, which are
used in over 110 countries, are among the most advanced and
reliable available today.

                         *   *   *

As reported, Standard & Poor's Ratings Services affirmed its 'B+'
long-term corporate credit and senior unsecured debt ratings on SR
Telecom Inc. At the same time, the outlook was revised to negative
from stable due to weak first-quarter results.

The ratings on SR Telecom reflect the company's strong position in
this market and the extent of its customer and geographic
diversity. This is offset by the company's limited near-term
financial flexibility, its reliance on the successful rollout of
its new products to restore profitability growth, and ongoing
exposure to emerging markets and prolonged economic weakness in
South America, which continues to negatively affect SR Telecom's
Chilean subsidiary.


SURGICARE: Engages Mann Frankfort as New Independent Auditors
-------------------------------------------------------------
On July 28, 2003, SurgiCare, Inc., dismissed Weinstein & Spira LLP
as its independent auditors and retained Mann Frankfort Stein &
Lipp LLP as its new independent auditors.  The decision to change
auditors was approved by SurgiCare's Board of Directors.

Weinstein & Spira's report on the Company's financial statements
for the year ended December 31, 2002 was modified by the
inclusion of an explanatory paragraph addressing the ability of
the Company to continue as a going concern.

                           *   *   *

As reported in the July 1, 2003, isssue of the Troubled Company
Reporter, SurgiCare stated that it is continuing the restructuring
of the company. DVI has given SurgiCare a 60-day extension on its
Forbearance Agreement. All transactions for complete restructuring
are anticipated to be completed within the forbearance period.


TANGRAM ENTERPRISE: June 30 Working Capital Deficit Tops $1MM
-------------------------------------------------------------
Tangram Enterprise Solutions, Inc. (OTC BB: TESI), the global
leader for automated IT asset management, announced operating
results for the second quarter, ended June 30, 2003.

"While the overall economy, the technology sector, and
specifically the IT asset management marketplace remain depressed,
we have continued to improve our Net Revenues and Cash Flow in
2003," said Norm Phelps, President and CEO of Tangram. "We're
pleased with our second quarter results. This performance
highlights our second straight quarter with positive operating
cash flow and moreover, was ahead of both the previous quarter of
2003 and the comparable second quarter of 2002. Last year's cost-
restructuring measures are now paying off."

"We continue to see improvements in our sales performance and
balance sheet. We have gotten good sales traction with new
releases of our IT asset management solutions in spite of the
difficult technology marketplace," said Ron Nabors, Tangram's
Senior Vice President and Chief Marketing Officer. "In addition,
our license revenue from new customers increased in the second
quarter over first quarter."

For the quarter ended June 30, 2003, the company reported total
revenues of $2.61 million, an increase of approximately 15 percent
over that of the first quarter of 2003 of $2.26 million, and a 2
percent increase when compared with $2.57 million in the second
quarter of 2002. Cash and cash equivalents were at $746,000 on
June 30, 2003, a seventy-eight 78 percent increase from the
beginning of the year at the same time reducing total long-term
debt by $614,000, or 25%. Net loss for the second quarter of 2003
was $54,000, down from a net loss of $1.13 million for the second
quarter of 2002. The second quarter net loss figure represents a
95% reduction in net losses versus the comparable quarter of 2002.

For the six months ended June 30, 2003, the company reported total
revenues of $4.88 million, compared with $5.72 million in the
comparable period in 2002. Net loss for the six months ended
June 30, 2003 was $102,000, down from a net loss of $1.55 million
in the comparable period last year. Net cash provided by operating
activities improved to $1.56 million for the six months ended
June 30, 2003, compared to $837,000 in the six-month period ended
June 30, 2002.

At June 30, 2003, Tangram's balance sheet shows that its total
current liabilities eclipsed its total current assets by about $1
million, while its total shareholders' equity is down to $2.3
million.

Tangram Enterprise Solutions, Inc. is the leading provider of
cohesive, automated IT asset management software and services for
large and midsize organizations across all industries, in both
domestic and international markets. Tangram's core business
strategy and operating philosophy center on delivering world-class
customer care, creating a more personal and productive IT asset
management experience through a phased solution implementation,
providing tailored solutions that support evolving customer needs,
and maintaining a leading-edge technical position. Today,
Tangram's solutions manage more than two million workstations,
servers, and other related assets. Tangram is a partner company of
Safeguard Scientifics, Inc. -- http://www.safeguard.com-- an  
operating company creating long-term value by taking controlling
interest in and developing its companies through superior
operations and management. Safeguard operates businesses that
provide business decision and life science software-based product
and service solutions. To learn more about Tangram, visit
http://www.tangram.com


TENET HEALTHCARE: June 30 Shareholder Deficit Stands at $5.5BB
--------------------------------------------------------------
Tenet Healthcare Corporation (NYSE:THC) reported results for its
fiscal second quarter ended June 30, 2003.

Net operating revenues were $3.38 billion in the quarter, down 1.5
percent from $3.43 billion in the prior-year quarter. The decrease
reflects reduced Medicare outlier payments, offset by increases in
other payor categories and increases in admissions.

The company reported a net loss of $195 million, compared with net
income of $242 million in the prior-year quarter. The net loss for
the current quarter reflects the impact of lower outlier revenue,
as well as the following items which total $0.69 per share. These
items include non-cash impairment charges of $198 million ($124
million after taxes, or $0.27 per share); restructuring charges of
$77 million ($48 million after taxes, or $0.10 per diluted share);
$68 million in charges related to litigation and investigations
($45 million after taxes, or $0.10 per diluted share); $59 million
of various other charges, the most significant of which relate to
the change in the discount rates used to value unfunded retirement
plan and malpractice liabilities ($35 million after taxes, or
$0.08 per share); and a $70 million after-tax charge, including
interest costs, for a disputed income tax deduction that the
company intends to appeal related to its discontinued psychiatric
hospital business ($0.15 per diluted share). The $68 million
charge related to litigation and investigations includes $54
million for the previously announced settlement of federal and
state investigations regarding allegations of unnecessary cardiac
procedures performed by two physicians at Redding Medical Center
in Redding, Calif. Net income in the prior-year period reflects
goodwill amortization of $16 million ($14 million after taxes, or
$0.03 per share) and a loss from early extinguishment of debt of
$96 million ($60 million after taxes, or $0.12 per share).

At June 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $5.5 billion.

The current-year period results reflect Tenet's adoption of
Statement of Financial Accounting Standards (SFAS) No. 142 on
accounting for goodwill. All periods have been adjusted to reflect
certain assets held for sale as discontinued operations, and a
change in accounting under SFAS No. 123 and SFAS No. 148 to
expense stock options and employee stock purchase plan discounts.

"These results are consistent with the earnings guidance we
provided to investors in June," said Trevor Fetter, Tenet's
president and acting chief executive officer. "While we continue
to face revenue pressures in the near term, as well as rising cost
pressures, we are aggressively moving to reduce costs and bring
them in line with our current revenue stream. We expect to realize
the benefits of these actions later this year and in 2004, and in
the interim we are experiencing margin compression as expected.

"We are stabilizing the company by working our way through the
most difficult issues," Fetter continued. "For example, in terms
of managed care pricing we're well along the way to reaching a
stable baseline from which we can resume growth more consistent
with industry norms. In fact, since November we have renegotiated
or renewed contracts representing approximately 40 percent of our
managed care revenues. We also have reached an important milestone
addressing one of the most serious issues facing the company -- a
settlement with the federal and California authorities regarding
the investigation of two physicians practicing at Redding Medical
Center.

"At the same time we are resolving specific issues, our underlying
hospital volumes remain strong," said Fetter. "I am particularly
gratified that patient satisfaction with our services remains high
and that admissions to our hospitals continue to grow at solid
rates."

Admissions to Tenet hospitals rose 2.5 percent overall and 3.0
percent on a same-facility basis in the second quarter, compared
with the prior-year quarter. The company saw continued strong
growth among the Baby Boomer age groups, with same-facility
admissions rising 3.7 percent among patients aged 41-50 years and
5.1 percent among those aged 51-60 years. Outpatient visits
declined 1.2 percent overall and 0.7 percent on a same-facility
basis, compared with the prior-year quarter.

In addition, during the second quarter, 84 percent of patients
surveyed rated Tenet's hospitals either a 9 or 10 on a 10-point
scale, steady with the March quarter results and slightly higher
than a year ago.

"These are encouraging results," said Fetter. "While we continue
to operate in a difficult environment, our patients feel they are
receiving the kind of care they deserve and appreciate. No doubt
this is one of the key reasons why admissions to Tenet hospitals
continue to grow at solid rates, even during these tough times."

                 Details on Second Quarter Results

Outlier revenues were $16 million in the second quarter, compared
with $223 million in the prior-year quarter. Reflecting this
decline, and partially offset by increases in other payor
categories, same-facility unit revenue (GAAP same-facility net
inpatient revenue per admission) declined 6.6 percent versus the
prior-year quarter. Pro forma same-facility unit revenues (a non-
GAAP measure the company defines as GAAP same-facility net
inpatient revenue, less Medicare outlier revenue, per admission)
would have increased 2.8 percent. Because of the significant
impact of the loss of outlier revenue, the company has provided in
the financial tables below an analysis of 2003 results compared
with 2002 results, excluding, on a pro forma basis, all outlier
revenue from all periods. The company believes that these pro
forma figures, while compiled on a non-GAAP basis, highlight the
impact of the reduction in outlier revenue and provide important
insight into its operations in terms of other underlying business
trends. A reconciliation of net operating revenues to pro forma
net operating revenues, as well as a more complete description of
how the company uses this measure and why the company believes
this metric is useful, are provided in the tables below titled
Additional Supplemental Non-GAAP Disclosures. Same-facility net
outpatient revenue per visit rose 0.6 percent in the period.

During the quarter, salaries and benefits costs were $1.47
billion, or 43.6 percent of net operating revenues, up from $1.46
billion, or 42.4 percent, in the March quarter. These costs
included $36 million ($0.05 per share) for the expensing of stock
options and employee stock purchase plan discounts in the second
quarter; the March quarter reflected $39 million ($0.05 per share)
and the prior-year June quarter, as restated, reflected $37
million ($0.04 per share) of the same expense. Supplies expense
was $525 million, or 15.5 percent of net operating revenues,
versus $527 million, or 15.3 percent, in March. Bad debt expense
totaled $288 million, or 8.5 percent of net operating revenues, up
from $274 million, or 7.9 percent, in March, reflecting a
deterioration in self-pay collections. Other operating expense was
$753 million, or 22.3 percent of net operating revenues, up from
$722 million, or 20.9 percent, in March, reflecting higher
consulting costs and malpractice expense. In the quarter,
malpractice expense totaled $86 million, including a $10 million
charge related to a change in discount rate.

Reflecting the reduction in outlier revenue and the impact of
impairment, restructuring, litigation and investigation costs, the
company posted an operating loss of $124 million for the quarter,
compared with operating income of $463 million in the year-ago
quarter. Loss from continuing operations was $129 million,
compared to income from continuing operations of $226 million in
the prior-year quarter.

During the quarter, the company repurchased 6.5 million shares of
its common stock for a total cost of approximately $98 million, at
an average cost of $15.14 per share. These purchases were
transacted by May 15 and the company has not made additional
repurchases since that time. As it indicated in June, the company
does not anticipate making further share repurchases through
Dec. 31, 2003.

Net cash provided by operating activities was $359 million in the
quarter versus $722 million in the prior-year quarter. At June 30,
2003, accounts receivable from continuing operations was $2.49
billion, down from $2.55 billion at March 31, 2003. Accounts
receivable days outstanding from continuing operations were 67.1
days, up from 66.4 days at March 31, 2003. During the second
quarter, the company reinvested $198 million in capital
expenditures in its facilities.

                       Six-Month Results

For the six months ended June 30, 2003, net operating revenues
increased 0.4 percent to $6.83 billion, compared to $6.80 billion
in the year-ago period. Tenet reported a net loss of $215 million,
or $0.46 per share, compared with net income of $520 million, or
$1.03 per share, in the prior-year six-month period. The net loss
in the current period reflects the impact of lower outlier
revenue, as well as several items totaling $1.07 per share. These
items include impairment charges of $385 million ($264 million
after taxes, or $0.57 per share); restructuring charges of $86
million ($54 million after taxes, or $0.11 per diluted share); $74
million in charges for litigation and investigation costs ($48
million after taxes, or $0.10 per diluted share); a $65 million
impairment charge to discontinued operations for long-lived assets
($45 million after taxes, or $0.10 per diluted share); various
charges, the most significant of which relate to the change in the
discount rate used to value unfunded retirement and malpractice
liabilities, totaling $33 million ($20 million after taxes, or
$0.04 per share); and a $70 million after-tax charge, including
interest costs, for a disputed tax deduction now in appeal related
to the company's discontinued psychiatric hospital business ($0.15
per diluted share). Net income in the prior-year period reflects
goodwill amortization of $40 million ($34 million after taxes, or
$0.07 per share) and loss from extinguishment of debt of $102
million ($64 million after taxes, or $0.13 per share).

For the first six months of the new fiscal year, Tenet's
admissions rose 1.8 percent overall and 2.4 percent on a same-
facility basis, compared with the prior-year period. Outpatient
visits declined 0.6 percent overall and 0.2 percent on a same-
facility basis, while same-facility net outpatient revenue per
visit rose 4.4 percent.

Medicare outlier revenue dropped to $34 million in the current
six-month period, compared with $420 million in the same period a
year ago. Reflecting this decline, and partially offset by
increases in other payor categories, same-facility net inpatient
revenue per admission declined 4.6 percent from the prior-year
period. Excluding outlier revenue from both periods, pro forma
same-facility unit revenues (a non-GAAP measure the company
defines as GAAP same-facility net inpatient revenue, less Medicare
outlier revenue, per admission) would have increased 4.3 percent.

For the first six months of fiscal 2003, salaries and benefits
costs were $2.94 billion, or 43 percent of net operating revenues.
These costs included stock-based compensation expense of $75
million ($0.10 per share) for the first six months of 2003 versus
$74 million ($0.09 per share) in the year-ago six months. Supplies
expense was $1.05 billion, or 15.4 percent of net operating
revenues. Bad debt expense totaled $562 million, or 8.2 percent of
net operating revenues. Other operating expense was $1.48 billion,
or 21.6 percent of net operating revenue.

For the current six-month period, net cash provided by operating
activities was $583 million versus $1.33 billion in the prior-year
six-month period. Capital expenditures for the first six months of
2003 amounted to $418 million, compared with $484 million in the
prior-year six-month period.

                     Additional Information

Last week, the Centers for Medicare and Medicaid Services
announced the final inpatient payment system rule for the federal
fiscal year beginning Oct. 1, 2003. Of particular note, the final
rule lowered the outlier payment threshold to $31,000, versus the
current $33,560. Although this modification is mildly beneficial
to the company, the company still expects outlier payments to its
hospitals to approximate $18 million per quarter as other elements
of the outlier rule change will offset any benefit from the lower
threshold in future periods. Other changes in the overall
inpatient payment system rule have moderately positive and
negative effects. While the net impact of these changes is
slightly positive to Tenet, it is not significant enough to
warrant a change in the guidance Tenet provided in June.

Tenet Healthcare Corporation, through its subsidiaries, owns and
operates 114 acute care hospitals with 27,765 beds and numerous
related health care services. Tenet and its subsidiaries employ
approximately 116,500 people serving communities in 16 states.
Tenet's name reflects its core business philosophy: the importance
of shared values among partners -- including employees,
physicians, insurers and communities -- in providing a full
spectrum of health care. Tenet can be found on the World Wide Web
at http://www.tenethealth.com


TRENWICK GROUP: Enters Long-Term Debt Restructuring Agreement
-------------------------------------------------------------
Trenwick Group Ltd., (OTC: TWKGF) has entered into a letter of
intent with respect to an agreement in principle on a long-term
restructuring of Trenwick's debt obligations, the sale of its
business operations at Lloyd's, and the runoff of its remaining
businesses with (i) the majority of the beneficial holders of the
6.70% Senior Notes of its wholly owned subsidiary, Trenwick
America Corporation, (ii) the steering committee of the lending
institutions that have issued letters of credit under a senior
secured credit facility on behalf of certain subsidiaries of
Trenwick in support of Trenwick's Lloyd's operations, and (iii) a
group composed of current members of management of Trenwick's
Lloyd's operations. Trenwick America did not pay principal and
interest on the Senior Notes due on August 1, 2003, which also
created an event of default with respect to the LoC Facility and
under certain other indebtedness of Trenwick America.

The restructuring will be implemented through various means,
including but not limited to the following: (i) the filing by
Trenwick and/or one or more of its subsidiaries of Chapter 11
bankruptcy proceedings in the United States and the filing of
similar proceedings in Bermuda, Barbados or the United Kingdom, as
the case may be; (ii) the sale by Trenwick of substantially all of
its Lloyd's operations to a company controlled by the Management
Team and with capital provided by the Management Team, third-party
investors and the Banks and (iii) the retention of third party
run-off advisors and the continued runoff or disposition of all of
Trenwick's other insurance and reinsurance operations. In light of
the foregoing, Trenwick believes that it is unlikely that any of
the holders of the shares of Trenwick or of its wholly-owned
Bermuda subsidiary, LaSalle Re Holdings Ltd will receive any
return on their investment in the near term if at all.

The terms of the restructuring are subject to the satisfaction of
numerous conditions precedent including, but not limited to, the
following: (i) approval of the restructuring by the Banks; (ii)
negotiation of definitive documentation (iii) receipt of all
requisite regulatory and other approvals in the United States,
Bermuda and the United Kingdom; (iv) due diligence by Englefield
Capital LLP, the proposed equity sponsor of the Management Team,
which has entered into an exclusive negotiation agreement with
Trenwick, and (v) approval of any court having jurisdiction over
the above-referenced insolvency proceedings.

Trenwick is a Bermuda-based specialty insurance and reinsurance
underwriting organization with subsidiaries located in the United
States, the United Kingdom and Bermuda. Trenwick's operations at
Lloyd's, London underwrite specialty insurance as well as treaty
and facultative reinsurance on a worldwide basis. Trenwick's
United States specialty program business, specialty London market
insurance company, Trenwick International Limited, and its United
States reinsurance business through Trenwick America Reinsurance
Corporation are now in runoff. In 2002, Trenwick sold the in-force
business of LaSalle Re Limited, its Bermuda based subsidiary.


TRITON AVIATION: Fitch Hatchets Ratings on 4 Classes to BB- & C
---------------------------------------------------------------
Fitch Ratings has taken the following rating actions for Triton
Aviation Finance as outlined below:

     -- Class A-1 notes are downgraded to 'BBB-' from 'AA-';
     -- Class A-2 notes are downgraded to 'BBB-' from 'AA-';
     -- Class B-1 notes are downgraded to 'BB-' from 'BBB';
     -- Class B-2 notes are downgraded to 'BB-' from 'BBB';
     -- Class C-1 notes are downgraded to 'C' from 'BB';
     -- Class C-2 notes are downgraded to 'C' from 'BB';
     -- All classes are removed from Rating Watch Negative.

The downgrades reflect the deterioration in lease cash flows
during the first seven months of 2003 as well as Fitch's
expectation that any recovery in lease cash flows is unlikely
until late in 2005.

Triton's lease cash flows were $44.8 million the first seven
months of 2003 compared to $53.8 million in the first seven months
of 2002. The reduced cash flows are primarily attributable to
increased non-performing aircraft and aircraft that have been
released at rates well below historical levels. The non-performing
aircraft include aircraft leased to Air Canada, and aircraft that
were not subject to lease.

Triton leased eight B737-200 aircraft to Air Canada. Air Canada
filed for bankruptcy protection in April 2003 and has stopped
making lease payments. On May 9, 2003, Air Canada rejected three
of the aircraft under Canadian bankruptcy law. These aircraft have
been returned to Triton for re-marketing. On July, 22, 2003, Air
Canada rejected the remaining five aircraft which should be
returned shortly. Triton leases nine B737-200 aircraft to Austral
of Argentina. While Austral has resumed its current lease
payments, although at reduced levels, it continues to owe past
rentals and reserves.

Triton's lease expirations during 2003-2004 are not large by
historic standards and include twenty-four aircraft.
Unfortunately, the expirations include aircraft such as MD80s and
737-200s that could be difficult to remarket in the current weak
lease rate environment.

Triton is a Delaware business trust formed to conduct limited
activities, including the issuance of debt, and the buying,
owning, leasing and selling of commercial jet aircraft. Triton
originally issued $720 million of rated notes in June 2000, while
as of July 2003 it had $531.8 million of notes outstanding.
Primary servicing on twenty-three aircraft and back-up servicing
is being performed by International Lease Finance Corporation
('AA-/F1+' by Fitch), while Triton Aviation Services Limited
services the remaining 28 aircraft.


TRITON PCS: June 30 Net Capital Deficit Balloons to $267 Million
----------------------------------------------------------------
Triton PCS Holdings, Inc., (NYSE: TPC) reported a 41.3% increase
in second-quarter Adjusted EBITDA to a record $65.0 million,
driven by a 12.8% rise in revenue to $206.5 million from continued
subscriber and ARPU growth. The customer churn rate declined in
the second quarter to 2.07% from 2.12% in the first quarter as a
result of the company's ongoing focus on attracting quality post-
paid subscribers and providing outstanding customer care.

"We achieved record Adjusted EBITDA in the second quarter along
with a solid expansion of our Adjusted EBITDA margin to 33% and
solid growth in revenue, underscoring our commitment to deliver
quality results," said Michael E. Kalogris, Triton PCS chairman
and chief executive officer. "These results were fueled by steady
growth in subscriber and roaming revenue as well as our continued
emphasis on cost control."

In addition, Kalogris said, "Our successful debt refinancing has
further strengthened our liquidity, resulting in interest savings
and reinforcing our confidence in achieving positive free cash
flow in 2004."  In June, the company issued $725 million in 8-1/2%
senior notes, using the proceeds to repurchase its 11%
subordinated notes as well as to repay amounts outstanding under
its credit facility. "Taking into consideration the full
redemption of the 11% notes completed in July, we now have
approximately $245 million in cash and available credit, which
includes a new $100 million revolving credit facility," he said.

Kalogris said the company launched a new, multi-media advertising
campaign in July aimed at punctuating the exclusive benefits of
the SunCom UnPlan and to support additional UnPlan service
offerings - a $79.95 UnPlan Gold and $99.95 UnPlan Platinum.
"UnPlan continues to attract high-value customers because of its
exceptional value proposition and has also contributed to ARPU
growth and churn improvement," he said.

In July, the company completed its rollout of commercial service
of its GSM/GPRS network to all markets in the state of Virginia.  
In addition, the company has turned on its GSM/GPRS network in
selected markets in North Carolina, South Carolina and Georgia to
provide GSM/GPRS services to customers of its roaming partners.  
In conjunction with the expanded GSM/GPRS launch, the company
introduced its first data-centric device - SunCom Hiptop, based on
Danger Inc.'s Hiptop(R) Wireless Solution.

"We selected the SunCom Hiptop as our first data service offering
for our new GSM/GPRS network because of its comprehensive feature
set, innovative design and affordable price," Kalogris said. The
SunCom Hiptop is an all-in-one device that combines a mobile phone
with data communication features such as Web browsing, email, AOL
Instant Messenger, personal information management, games and an
optional digital camera accessory.  "In addition to the SunCom
Hiptop, our customers have a wide choice of feature-rich GSM/GPRS
handsets that support data applications," he added.

Triton PCS's June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $267 million.

                      Financial Highlights

Second quarter 2003 total revenue increased 12.8% year-over-year
to $206.5 million, with service revenue increasing by 13.7% and
roaming revenue rising 8.4%.

Adjusted EBITDA increased 43.4% from $45.9 million to $65.0
million sequentially and 41.3% compared with the second quarter of
2002.  The company's Adjusted EBITDA margin expanded to 33.3% in
the quarter from 26.5% for the second quarter of 2002.

The company added 19,031 net new subscribers in the quarter,
ending the quarter with 880,685 subscribers, a 15.3% increase from
the second quarter of 2002.

The company's bad debt as a percent of service revenue was 1.2%.  
Cash costs per user declined 8.0% year-over-year to $37.41 in the
quarter.  General and administrative cost controls were a
significant contributor to the overall decline in cost per user as
G&A per user declined 20.0% from the same period last year.  Cost
per gross addition was $440 in the second quarter versus $418 in
the second quarter of 2002.

The company reported churn of 2.07%, its lowest level since the
second quarter of 2002. The company expects churn to remain in the
low 2% range for the full year of 2003.

ARPU increased nearly $3 from the first quarter to $56.51.  The
increase was driven by seasonally strong usage, full-quarter
effect of certain price increases and higher ARPU of new
subscribers.

Roaming minutes totaled 279.4 million for the quarter,
representing an increase of 19.0% from the year-earlier period and
16.8% from the first quarter of 2003.

Capital expenditures of $26.9 million in the second quarter
related to both the expansion of the company's GSM/GPRS network as
well as for capacity expansion of its TDMA network.  The company's
full-year expectation for capital expenditures remains between
$120 million and $140 million.

The company ended the quarter with $345.1 million of available
liquidity, comprised of $245.1 million in cash and $100.0 million
of undrawn borrowings under its credit facility.

Triton PCS, based in Berwyn, Pennsylvania, is an award-winning
wireless carrier providing service in the Southeast.  The company
markets its service under the brand SunCom, a member of the AT&T
Wireless Network. Triton PCS is licensed to operate a digital
wireless network in a contiguous area covering 13.6 million people
in Virginia, North Carolina, South Carolina, northern Georgia,
northeastern Tennessee and southeastern Kentucky.

For more information on Triton PCS and its products and services,
visit the company's Web sites at: http://www.tritonpcs.comand  
http://www.suncom.com


TYCO INT'L: SEC Declares Shelf Registration Statement Effective
---------------------------------------------------------------    
Tyco International Ltd. (NYSE: TYC, BSX: TYC, LSE: TYI) announced
that its shelf registration statement on Form S-3 has been
declared effective by the U.S. Securities and Exchange Commission.  
Tyco announced earlier today that it had requested that the
Securities and Exchange Commission accelerate the effectiveness of
the registration statement.  The registration statement was filed
pursuant to a registration rights agreement entered into in
January 2003 upon the private placement of Tyco International
Group S.A.'s 2.750% Series A Convertible Senior Debentures due
2018 and 3.125% Series B Convertible Senior Debentures due 2023
under Rule 144A of the Securities Act.
    
Tyco International Ltd. is a diversified manufacturing and service
company.  Tyco is the world's largest manufacturer and servicer of
electrical and electronic components; the world's largest
designer, manufacturer, installer and servicer of undersea
telecommunications systems; the world's largest manufacturer,
installer and provider of fire protection systems and electronic
security services and the world's largest manufacturer of pecialty
valves.  Tyco also holds strong leadership positions in medical
device products, and plastics and adhesives.  Tyco operates in
more than 100 countries and had fiscal 2002 revenues from
continuing operations of approximately $36 billion.

                        *   *   *

As previously reported, Fitch Ratings affirmed its ratings on the
senior unsecured debt and commercial paper of Tyco International
Ltd., as well as the unconditionally guaranteed debt of its wholly
owned direct subsidiary Tyco International Group S. A., at
'BB'/'B', respectively. The Rating Outlook has been changed to
Stable from Negative. The ratings affect approximately $21 billion
of debt securities.

The change to Outlook Stable reflects Tyco's progress with respect
to reestablishing access to capital, addressing its liability
structure, implementing steps to improve operating performance,
and demonstrating cash generation despite a difficult economic
environment in a number of key end-markets. The impact of
fundamental favorable changes in Tyco's financial policies and
profile since late fiscal 2002 is constrained by economic weakness
in its markets, potential legal liabilities related to shareholder
lawsuits and SEC investigations, and the possibility, although
reduced, of further accounting charges and adjustments. The
ratings could improve over time as Tyco demonstrates more
consistent results and that it has put behind it the accounting
concerns that have obscured the transparency of its financial
reporting in the past.


UNITED AIR LINES: Selected Aircraft Debt Ratings Downgraded
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on selected
equipment trust certificates and enhanced equipment trust
certificates of United Air Lines Inc. (rated 'D'). All ratings on
obligations still paying remain on CreditWatch with negative
implications.

"The downgrades of selected United aircraft-backed debt are based
on reduced collateral coverage, changes in the perceived
likelihood of full and timely repayment as United continues in
negotiations with creditors, or on actual payment defaults,
depending on the particular debt instruments involved," said
Standard & Poor's credit analyst Philip Baggaley. The downgrades
to 'D' of ETCs and junior classes of EETCs that do not have a
liquidity facility reflect defaults that have occurred as payments
have come due since United's bankruptcy filing on Dec. 9, 2002.
In some cases, United has made partial payment under interim
agreements with creditors, but not full, timely payment. The
downgrades of classes of EETCs reflect perceived greater risk of
default, based on ongoing deterioration in aircraft values and the
status of United's negotiations with holders of aircraft-backed
debt. Prospects for full repayment vary significantly from case to
case. The Jet Equipment Trust Series EETCs, issued in the mid-
1990s and backed by older Boeing planes, all have weak collateral
coverage; indeed almost all are undercollateralized. Although
United may well continue to operate many of these planes,
existing financings are likely to be significantly renegotiated,
with prospects for full repayment ranging from uncertain to
virtually nil.

United's 1997-1A EETC is still overcollateralized, but much less
so than originally (the loan-to-value is estimated to be in the
80%-90% range). This EETC has a final legal maturity of March 2,
2004 (the expected maturity has already passed), meaning that to
avoid default either United would have to fully repay the debt by
that date or the certificateholders would have to repossess the
planes and sell them by that date, realizing sufficient proceeds
to pay off the debt. Although United and the holders of this EETC
might negotiate a debt extension that fully repays the class
A certificates, the odds of full repayment by the final maturity
are lengthening.

Downgrades of other, more recent EETCs affect junior classes,
whose collateral coverage is weakening as limited payments from
United are directed first to class A certificates and as aircraft
values have weakened. A large group of class A certificateholders
continue in negotiations with United, which is seeking to reduce
its debt obligations commensurately with the lower collateral
coverage. United has stated that it is willing to turn back to
creditors both newer and older planes, focusing on near-term cash
costs of the planes, rather than their long-term utility, and in
July returned three B777-200ERs and one A320-200 backing these
EETCs. If revised payment terms are agreed between the class A
certificates of these EETCs and United, prospects for full and
timely repayment of those certificates still look good, but
payment prospects for more junior certificates vary from moderate
to poor. Exactly how the EETCs would be restructured, if that
occurred, is not clear, as there are limits on the ability to make
changes in payment terms without the consent of all
certificateholders.

Standard & Poor's ratings on the EETCs could be lowered further if
payment prospects suffer further erosion due either to reduced
collateral coverage or negotiated settlements that do not provide
for full and timely payment.


UNITED AIRLINES: US Bank Demands Cure Default and Rent Payments
---------------------------------------------------------------
U.S. Bank, as successor to and agent for State Street Bank and
Trust, as Trustee, asks the Court to require United Airlines Inc.
to immediately cure prepetition defaults in accordance with
elections under Section 1110(a) of the Bankruptcy Code.  U.S.
Bank also wants United to make current rental payments due and
owing.  Both requests relate to the aircraft registered with Tail
Nos. N322UA and N321UA.

Richard Hiersteiner, Esq., at Palmer & Dodge, in Boston,
Massachusetts, reminds the Court that as a result of the Section
1110 Election, United was required to perform all obligations
related to the Aircraft.  United was given 60 days, until
February 7, 2003 to complete the obligations.  But to date,
United has failed to cure its prepetition default for
approximately $3,197,390 plus interest for Aircraft N322UA and
$3,028,091 for Aircraft N321UA.

                         Debtors Respond

James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells Judge
Wedoff that in determining the value and treatment of the Section
1110 Aircraft, United divided them into four groups:

   1) Aircraft whose fair market values and utility to United
      justified their contractual cost to the estate.  United was
      willing to make cure payments and perform under the terms of
      the applicable leases.

   2) Aircraft whose fair market values exceeded their contractual
      costs to the estate.  United attempted to enter into Section
      1110(b) Agreements to gain more time to restructure the
      financings.

   3) Aircraft that lacked sufficient value to justify elections
      under Section 1110(a) and curing defaults.  United was
      unable to reach Section 1110(b) Agreements for these
      Aircraft.

   4) Aircraft where no cure payment was due.  United believed
      that, if successfully restructured, these Aircraft could
      prove valuable to its restructured fleet.  Once payment came
      due, the Debtors would either make the payments or permit
      the automatic stay to lapse.

On February 7, 2003, the Court authorized United to perform all
obligations and cure defaults under their existing aircraft
financing transactions.  At that time, United believed that no
cure payments were due for Aircraft bearing Tail Nos. N643UA,
N321UA and N322UA.  Based on this mistake, United agreed to
perform all obligations for these Aircraft.  Later, United
realized that these payments would be due:

             Tail No.           Amount Due
             --------           ----------
             N321UA               $592,405
             N322UA               $557,371
             N643UA             $5,003,271

United has not cured these prepetition defaults to date.

If United realized these amounts were due, it would not have
attempted election under Section 1110(a) and would not have
agreed to pay the defaulted amounts.  When United learned of
these arrearages, it chose not to make the payments.  Therefore,
the automatic stay lapsed and U.S. Bank was entitled to repossess
the Aircraft.  U.S. Bank subsequently entered into adequate
protection stipulations with United for these Aircraft and United
is paying for their use.

Thus, the Debtors ask Judge Wedoff to partially vacate the
Section 1110 Order to the extent it applies to the U.S. Bank
Aircraft.  United was under the mistaken belief that no defaults
existed so no cure payments were required when they asked the
Court for the Section 1110 Orders.  This mistake was due to the
fact that United had only 60 days to review each of the
financings of its 460 aircraft.  The Debtors received no benefit
from its promise to perform, because the failure to make cure
payments prohibited a Section 1110(a) extension of the automatic
stay.  Therefore, U.S. Bank was not stayed from repossession of
its Aircraft and United and their creditors should not be saddled
with the burden of curing prevention defaults on the Leases.
(United Airlines Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


UNIVERSAL ACCESS: June 30 Balance Sheet Upside-Down by $320,000
---------------------------------------------------------------
Universal Access Global Holdings Inc. (Nasdaq: UAXS), a leading
communications network integrator, announced its results for the
second quarter ended June 30, 2003. Quarterly results reflect
management's continuing efforts to manage operating expenses and
cash burn.

"We have continued to stabilize our business by managing our costs
and completing the CityNet transaction in July 2003," said Randy
Lay, CEO of Universal Access. "These actions will allow us to
focus on revenue growth as we move forward."

                 Second Quarter Operating Results

For the quarter ended June 30, 2003, revenues decreased 3% to
$18.6 million from $19.2 million in the first quarter of 2003. The
decline in revenue, which was due primarily to disconnections, was
partly offset by customer settlements of $1.3 million and new
installations. Gross profit for the second quarter was $6.0
million, a decline of 6% from $6.4 million in the first quarter.
Gross margin was 32.3% versus 33.4% in the preceding quarter.

Operations and administration expense (excluding stock
compensation) in the second quarter was $6.5 million compared to
$8.8 million in the first quarter. Operations and administration
expense declined primarily due to lower salary and consulting
expenses of $0.8 million, the positive effect of improved cash
collections of previously written-off accounts receivable of $0.7
million, and the positive impact of $0.6 million due to a higher
valuation of officer notes receivable during the second quarter.
Due to a decline in revenue streams related to a specific asset
during the second quarter, Universal Access recorded an impairment
of $1.2 million related to a UTX facility during the quarter. The
net loss was $4.0 million or $0.04 per share versus $5.2 million
or $0.05 in the first quarter.

For the first half of 2003, revenues were $37.7 million, down 29%
from $53.2 million in the first half of 2002.

                         Cash Position

The Company finished the quarter with $12.6 million in cash
(including cash, cash equivalents, short-term investments and
restricted cash) compared to $12.2 million at the end of the first
quarter. After adjusting for $5 million in loan proceeds received
during the quarter, second quarter cash burn was approximately
$4.6 million, compared to $4.0 million in the first quarter.

The Company's June 30, 2003 balance sheet shows a working capital
deficit of about $14 million, and a total shareholders' equity
deficit of about $320,000.

"We continue to manage our operating expenses which, together with
the CityNet transaction, will allow us to take advantage of
opportunities in the marketplace," said Brian Coderre, Universal
Access' CFO.

Universal Access (Nasdaq: UAXS) specializes in telecommunications
network integration and off-network provisioning for carriers,
service providers, cable companies, system integrators and
government customers worldwide. The company is dedicated to
alleviating communication bottlenecks by leveraging its
proprietary information databases in combination with its
strategically deployed network interconnection facilities. By
provisioning across multiple networks of competing global service
providers, Universal Access provides its clients with a timely and
cost-effective means of extending their network reach and
maximizing the utilization of their own network assets. Universal
Access' customers include a wide range of leading companies.
Universal Access is headquartered in Chicago, IL. Additional
information is available on the company's Web site at
http://www.universalaccess.net  


US ONCOLOGY: Reports Improved Second Quarter Financial Results
--------------------------------------------------------------
US Oncology, Inc. (Nasdaq: USON) (S&P, BB Corporate Credit Rating,
Negative) reported results for the second quarter ended June 30,
2003.

US Oncology recorded year-over-year increases in net operating
revenue, net income and earnings per share for the second quarter
of 2003.

"Our second quarter results reflect the demand in local
communities across the country for the integrated patient-care
services offered by our network of cancer-care providers," said R.
Dale Ross, US Oncology chairman and chief executive officer. "Net
operating revenue grew at 17.9 percent, while same practice net
operating revenue increased 23.3 percent, over the second quarter
of 2002. This growth is a strong indication that our commitment to
clinical advances in oncology, including new pharmaceuticals,
combined with cutting-edge radiation and diagnostic technologies,
is making a difference in communities served by our affiliated
practices."

US Oncology highlights for 2003 are detailed below.

-- US Oncology's EBITDA(R) for the second quarter was $52.4
   million, compared to $48.3 million for the second quarter of
   2002 and $50.2 million for the first quarter of 2003. EBITDA
   excludes unusual charges for the 2002 period.

-- The company's percentage of Field EBITDAc for the second
   quarter was 34 percent, which was relatively stable when
   compared to its percentage of Field EBITDA of 35 percent for
   the second quarter of 2002 and 34 percent for the first quarter
   of 2003. Field EBITDA excludes unusual charges for the 2002
   period.

-- The company's affiliated practices' accounts receivable days
   outstanding were 43 at the end of the second quarter, compared
   to 48 at the end of the second quarter of 2002 and 50 at the
   end of the first quarter of 2003.

-- Currently, 76 percent of US Oncology's net operating revenue is
   generated by non-net revenue model practices, an increase from
   66 percent at the end of the second quarter of 2002 and 73
   percent at the end of the first quarter of 2003.

-- The company's operating cash flow for the three months ended
   June 30, 2003 was $117.7 million, which reflects improved
   business office operational efficiencies, as well as reduced
   expenditures on pharmaceuticals in the second quarter of 2003
   as a result of advanced payments for pharmaceutical products
   during the first quarter of 2003. As of Aug. 6, 2003, US
   Oncology had approximately $123.0 million in cash and cash
   equivalents, an increase from $96.6 million at the end of the
   second quarter of 2003.

-- US Oncology repurchased 4.4 million shares of its common stock
   at a total cost of $37.5 million in the second quarter,
   completing its $50 million stock repurchase authorization
   announced in 2002.

-- During the quarter, US Oncology disaffiliated from 52
   physicians, including a group of 39 diagnostic radiologists,
   consistent with the company's continuing program to exit
   relationships not aligned with the company's long-term
   strategy. These disaffiliations resulted in a net reduction in
   the number of affiliated network physicians for the quarter.
   Radiology equipment previously used by the diagnostic radiology
   group has been redeployed to be used in a cancer center managed
   by US Oncology.

                         Medical Oncology

Second quarter medical oncology net operating revenue increased by
20.4 percent year-over-year to $527.3 million. This increase is
attributed to growth in pharmaceutical revenue and same practice
medical oncology visits, partially offset by practice
disaffiliations.

US Oncology's network experienced growth in same practice medical
oncology visits of 7.6 percent over the second quarter of 2002 and
4.7 percent over the first quarter of 2003.

"This growth underscores the importance of our nationwide network
of community-based cancer caregivers," said Ross. "More than 80
percent of all cancer care in this country is delivered in the
community setting, providing patients with treatment close to
their homes and in a manner that is as convenient as possible, as
they confront this devastating disease."

During the first six months of 2003, US Oncology recruited 67 new
physicians for its affiliated practices, including 53 medical
oncologists, 15 of whom have started practicing. The remaining
physicians are scheduled to begin throughout the rest of the year.

In the service line segment of the business, US Oncology commenced
operations at a new four-physician practice in the second quarter.
Since the end of the second quarter, the company converted an
existing net revenue model practice, representing 16 physicians,
to the service line model, and entered into service line
agreements with a practice in California, as well as two practices
in West Virginia, expanding the company's network to 30 states.

Currently, 14 practices -- representing 90 oncologists -- have
contracted to receive medical oncology services under the service
line model. These practices include both new affiliates and
existing practices that have converted to the model.

            Cancer Center and Cancer Research Services

The Cancer Center Services segment of the company also experienced
growth in the second quarter. The division's net operating revenue
increased 5.9 percent, as compared to the second quarter of 2002,
with same practice radiation treatments per day increasing 3.2
percent over the second quarter of 2002. This level was consistent
with the first quarter of 2003.

A significant initiative in Cancer Center Services during the
second quarter was the continued implementation of advanced
radiation therapy technology across the US Oncology network.
Currently, 12 US Oncology cancer centers have implemented
intensity modulated radiation therapy (IMRT) as part of the
integrated cancer-care services they provide. IMRT is a state-of-
the- art technology that takes radiation therapy to a new level,
intensifying radiation delivery to tumors, while minimizing damage
to surrounding healthy tissue.

An additional 15 cancer centers are scheduled to start using the
technology within the next year. This implementation of IMRT will
make the US Oncology network the leading group of independent
oncology practices utilizing this technology in the United States.

"Technologies such as IMRT give our affiliated physicians the best
possible tools to help their patients battle cancer," said Ross.
"The capability to deliver the latest technology, in the
community-based setting easily accessible by patients and their
family members, is the best possible strategy to help patients
overcome cancer and live full, productive lives."

US Oncology's development pipeline in the division consists of an
additional cancer center to open in 2003, bringing to 77 the
number of outpatient, patient-care facilities across the country.

The company also installed two positron emission tomography (PET)
systems in the second quarter, increasing the number of systems
operating in the US Oncology network to 19. These systems serve a
total of 35 patient-care locations. An additional four PET systems
are scheduled to be operational by the end of 2003. The company's
use of mobile PET technology allows the network to serve many
underserved rural communities across the country that otherwise
would not have access to this state-of-the-art diagnostic
technology.

In the area of Cancer Research Services, new patients enrolled in
research studies (research accruals) increased 24 percent,
compared to the second quarter of 2002. This increase is primarily
in clinical trials for breast cancer and supportive-care
therapies. US Oncology's research network now has the ability to
conduct large trials, which would typically have to be conducted
in multiple sites around the country, completely within its
network. The creation of a focused early phase network for more
complex trials has further added to US Oncology's growth in
research.

               Reimbursement and Business Outlook

The company and its network remain highly engaged in the ongoing
issue of Medicare reform. Provisions to reduce reimbursement for
cancer care are currently included in Medicare prescription drug
legislation being considered by Congress. Separate bills passed by
the House and Senate would significantly reduce the amount that
Medicare reimburses oncologists for pharmaceutical products by
reducing reimbursement from an amount based on average wholesale
price (AWP) to reimbursement based on average sales price to
providers or acquisition cost for providers. Differences in the
bills are scheduled to be resolved in the conference committee
process during late summer and fall.

Additionally, Wednesday's edition of the New York Times reported
that the Centers for Medicare & Medicaid Services intends to
introduce new rules that would propose various options for
reducing Medicare reimbursement for cancer drugs. The options
include reducing reimbursement to AWP minus 15 percent, matching
Medicare reimbursement to private reimbursements or reimbursing
for pharmaceuticals based on a government survey measuring the
prices generally available to providers.

US Oncology recognizes that the reimbursement environment has
historically been an area of significant risk for the company. At
this time, the ultimate outcome of the Medicare reform debate
remains unclear. However, the reduction in Medicare reimbursement
could materially and adversely affect the company's business.

"We are continuing our efforts to inform members of Congress about
the need for balanced reimbursement reform to ensure patient
access to high- quality, community-based cancer care," said Ross.

Until such a time as there is more clarity regarding the outcome
of the current reimbursement reform debate, it is not possible to
provide specific guidance for the company that tries to account
for the impact of potential changes to the current reimbursement
model.

In the meantime, assuming stable reimbursement, the company
expects 2003 year-over-year growth in EBITDA of approximately 8 to
12 percent and earnings- per-share growth of approximately 15 to
20 percent, both excluding unusual charges.

The company's growth expectations are based upon a stabilized
operating platform, an expectation that charges relating to
additional transition activities will be limited, and management's
belief that development activities will increase over the
remainder of the year.

In addition, US Oncology's expectation of earnings-per-share
growth includes the effect of the company's completed stock
repurchases as of the end of the second quarter of 2003, the
impact of depreciation of the assets in the company's leasing
facility (which was brought onto the company's balance sheet as of
Dec. 31, 2002) and reduced amortization expense due to the
company's previously recorded impairment of intangible assets.
These estimates are forward-looking statements, subject to
uncertainty. Investors should refer to the company's cautionary
advice regarding forward-looking statements appearing elsewhere in
this news release and in the company's filings with the Securities
and Exchange Commission.

US Oncology, headquartered in Houston, Texas, is America's premier
cancer-care services company. The company provides comprehensive
services to a network of affiliated practices -- comprised of more
than 825 affiliated physicians in over 440 sites, including 76
integrated cancer centers -- in 30 states, with the mission of
expanding access to and improving the quality of cancer care in
local communities. These practices care for approximately 15
percent of the country's new cancer cases each year. The services
the company offers include:

-- Oncology Pharmaceutical Services. The company purchases and
   manages specialty oncology pharmaceuticals for affiliated
   practices.

-- Cancer Center Services. The company develops and manages   
   comprehensive, community-based cancer centers for affiliated
   practices. These centers integrate a comprehensive array of
   outpatient cancer care services, from chemotherapy and   
   radiation therapy to laboratory and diagnostic radiology.

-- Cancer Research Services. The company facilitates a broad range
   of cancer research and development activities through its
   network of affiliated practices.

-- Other Practice Management Services. Under the company's    
   physician practice management arrangements, it acts as the
   exclusive manager and administrator of all day-to-day
   nonmedical business functions connected with affiliated
   practices.

US Oncology operates with its affiliated practices under three
economic models. In its practice-management business, the company
generally offers all of the above services under two models: the
"earnings model," in which management fees are based on practice
earnings before income taxes; and the "net revenue model," in
which the management fee consists of a fixed fee, a percentage fee
of the practice's net revenues and, if certain performance
criteria are met, a performance fee. In certain states, the
company's fee is a fixed fee.

The company also markets its core services under separate
agreements through a non-physician management model, the "service
line model," in which each service is offered under a separate
contract and the company does not necessarily provide all of the
practice management services described above.


US UNWIRED: June 30 Net Capital Deficit Doubles to $160 Million
---------------------------------------------------------------
US Unwired Inc. (OTCBB:UNWR), a PCS Affiliate of Sprint (NYSE:FON,
PCS), reported revenues of $137.5 million for the three-month
period ended June 30, 2003. PCS operations generated $133.5
million in total revenue for the quarter. Subscriber revenue and
roaming revenue from PCS operations were $96.4 million and $31.7
million, respectively. The company posted a net loss of $35
million for second quarter of 2003 and EBITDA (Earnings Before
Interest, Taxes, Depreciation and Amortization) for the
consolidated operations was $16.3 million, which included $1.1
million of non-cash compensation expense. These results included
$5.1 million of EBITDA generated from the company's wholly-owned
subsidiary, IWO Holdings, Inc., and a charge of $3.9 million
associated with a withdrawn debt exchange offer.

"We posted record EBITDA during the second quarter because we
continued to successfully execute a business plan that reduced
costs while maintaining solid long-term growth prospects," said
Robert Piper, US Unwired's President and Chief Executive Officer.
"Our per-subscriber operating costs set record lows, yet we
continue to achieve strong network performance metrics. Although
we reduced sales and marketing costs, 70% of our new subscribers
had prime credit ratings. We invested resources in churn reduction
programs that have generated our best rates since 2001. We began
executing this business plan last year and these results show that
it is setting the foundation for our company's success."

At the end of the second quarter of 2003, total wireless
subscribers (including PCS, cellular and resale) were 650,110,
while PCS subscribers were 593,068. Of the 8,878 PCS net
subscriber additions during the second quarter, 4,474 were from
the Company's IWO Holdings subsidiary's operations.

For the second quarter of 2003, PCS subscriber acquisition cost
was $353; monthly average minutes of use were 750 per average PCS
subscriber with roaming and 575 without roaming; total PCS system
minutes of use were approximately 1.4 billion, including 427
million roaming minutes; postpay PCS churn, net of 30-day returns,
was 2.7%. Average monthly revenue per PCS subscriber, including
roaming, was $72.43 for the second quarter, up from $68.97 in the
first quarter.

Total capital expenditures were $8.4 million for the quarter, $8.3
million of which were related to the company's portion of the
Sprint wireless network that as of June 30, 2003, covered 12.7
million residents with 1,850 sites.

On a consolidated basis, US Unwired had unrestricted cash of
approximately $74.6 million and restricted cash of $30.3 million
at June 30, 2003. All of the restricted cash and $21.3 million of
the unrestricted cash were held by IWO Holdings, Inc. US Unwired
was in full compliance with its $170 million bank credit facility
covenants and had $70.4 million of availability. Subsequent to the
quarter's end, the company was notified by the FDIC that it had
been appointed as receiver for one of the participants in the
company's $170 million Amended and Restated Credit Facility. The
FDIC repudiated and disaffirmed its obligations with respect to
the credit agreement, effectively eliminating $5.5 million of the
company's availability under its revolver. Also, the Company
cannot state with certainty that US Unwired will be in compliance
with certain financial covenants stipulated in the credit
agreement during the remaining portion of 2003.

IWO was not in compliance with the covenants of its $240 million
bank credit facility as of June 30, 2003 and has no additional
availability. In addition, IWO is delinquent on its interest
payments under the credit facility which, combined with its
covenant violations, may result in IWO's bankruptcy. US Unwired
has not guaranteed or otherwise become responsible for IWO's debt.

US Unwired's June 30, 2003 balance sheet shows a working capital
deficit of about $94 million, and a total shareholders' equity
deficit of about $160 million.

US Unwired Inc., headquartered in Lake Charles, La., holds direct
or indirect ownership interests in five PCS Affiliates of Sprint:
Louisiana Unwired, Texas Unwired, Georgia PCS, IWO Holdings and
Gulf Coast Wireless. Through Louisiana Unwired, Texas Unwired,
Georgia PCS and IWO Holdings, US Unwired is authorized to build,
operate and manage wireless mobility communications network
products and services under the Sprint brand name in 68 markets,
currently serving over 500,000 PCS customers. US Unwired's PCS
territory includes portions of Alabama, Arkansas, Florida,
Georgia, Louisiana, Mississippi, Oklahoma, Tennessee, Texas,
Massachusetts, New Hampshire, New York, Pennsylvania, and Vermont.
In addition, US Unwired provides cellular and paging service in
southwest Louisiana. For more information on US Unwired and its
products and services, visit the company's Web site at
http://www.usunwired.com US Unwired is traded on the OTC Bulletin  
Board under the symbol "UNWR".

Sprint operates the largest, 100-percent digital, nationwide
wireless network in the United States, serving more than 4,000
cities and communities across the country. Sprint has licensed PCS
coverage of more than 280 million people in all 50 states, Puerto
Rico and the U.S. Virgin Islands. In August 2002, Sprint became
the first wireless carrier in the country to launch next
generation services nationwide delivering faster speeds and
advanced applications on PCS Vision Phones and devices. For more
information on products and services, visit
http://www.sprint.com/mr PCS is a wholly-owned tracking stock of  
Sprint Corporation trading on the NYSE under the symbol "PCS."
Sprint is a global integrated communications provider serving more
than 26 million customers in over 100 countries. With
approximately 70,000 employees worldwide and nearly $27 billion in
annual revenues, Sprint is widely recognized for developing,
engineering and deploying state-of-the art network technologies.


WACHOVIA BANK: S&P Assigns Low-B's to Six 2003-C6 Note Classes
--------------------------------------------------------------
Standard & Poor's Rating Services assigned its preliminary ratings
to Wachovia Bank Commercial Mortgage Trust's $952.8 million
commercial mortgage pass-through certificates series 2003-C6.

This presale report is based on information as of Aug. 7, 2003.
The ratings shown are preliminary. This report does not constitute
a recommendation to buy, hold, or sell securities. 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 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 offered publicly. Standard &
Poor's analysis determined that, on a weighted average basis, the
pool has a debt service coverage ratio of 1.54x, a beginning loan-
to-value (LTV) ratio of 94.9%, and an ending LTV ratio of 80.8%.

                 PRELIMINARY RATINGS ASSIGNED
            Wachovia Bank Commercial Mortgage Trust
      Commercial mortgage pass-through certs series 2003-C6

     Class       Rating                           Amount ($)
     A-1         AAA                              94,000,000
     A-2         AAA                             215,000,000
     A-3         AAA                             143,000,000
     A-4         AAA                             317,373,000
     B           AA                               29,774,000
     C           AA-                              13,101,000
     D           A                                25,010,000
     E           A-                               14,292,000
     F           BBB+                             17,865,000
     G           BBB                              13,101,000
     H           BBB-                             13,100,000
     J           BB+                              14,292,000
     K           BB                                9,528,000
     L           BB-                               4,764,000
     M           B+                                4,764,000
     N           B                                 4,764,000
     O           B-                                3,572,000
     P           N.R.                             15,483,999
     IO*         N.R.                            952,783,999

     *Interest-only class. N.R.-Not rated.


WHX CORP: Ratings Off Watch Following Separation from WPC Unit
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on steelmaker WHX Corp. and removed all ratings from
CreditWatch. The current outlook is negative.

"The rating actions follow the company's announcement that it has
been relieved of any future cash obligations to its former
subsidiary, Wheeling-Pittsburgh Corp. and its affiliates,
associated with WPC's Chapter 11 reorganization," said Standard &
Poor's credit analyst Paul Vastola. WPC recently completed its
Chapter 11 reorganization and is no longer a subsidiary of WHX. In
addition, the Pension Benefit Guarantee Corp. also rescinded its
pursuit of the involuntary termination of WHX's pension plan and
agreed to withdraw its civil complaint devoid of any required cash
outlays from WHX. Despite this favorable outcome, Standard &
Poor's said that concerns remain about WHX's significant
refinancing risk, as the majority of its $254 million of debt
matures in less than two years.


WINN-DIXIE: Fiscal Fourth-Quarter Net Loss Hits $22 Million
-----------------------------------------------------------
Winn-Dixie Stores, Inc. (NYSE: WIN) (S&P, BB+ Corporate Credit
Rating, Negative) announced sales and earnings for its fourth
quarter and fiscal year ended June 25, 2003.

Net earnings from continuing operations for the quarter were
$62.5 million, compared to $52.8 million for the same quarter last
year.  For the year, net earnings from continuing operations were
$239.2 million, as compared to $187.2 million for the previous
year. Net loss for the prior year including discontinued
operations were $21.9 million for the quarter and net income of
$86.9 million for the year.

During the current quarter, the company-owned life insurance
issues were settled with the Internal Revenue Service, which
resulted in the reversal of tax reserves totaling $28.0 million,
or $0.20 per diluted share.  In addition, an expense was incurred
for the retirement payments to the former CEO under his employment
agreement that totaled $5.0 million after tax, or $0.04 per
diluted share.

Sales from continuing operations for the 12 weeks ended June 25,
2003 were $2.7 billion, a decrease of $130.0 million or 4.5%
compared with the same quarter last year.  For the 52 weeks ended
June 25, 2003, sales from continuing operations were $12.2
billion, a decrease of $166.0 million or 1.3% compared with the
prior year. Identical and comparable store sales decreased 4.5%
for the quarter and 0.7% for the year.  The Easter holiday fell in
the fourth quarter of fiscal 2003 and the third quarter of fiscal
2002.  Adjusted for the estimated impact of the timing of the
Easter holiday, identical and comparable sales for the fourth
quarter would have decreased 5.5%.  Identical stores include
enlargements and exclude the sales from stores that opened or
closed during the fiscal year.  Comparable stores include
replacement stores.

Frank Lazaran, Winn-Dixie's President and Chief Executive Officer
stated, "During the fourth quarter we experienced an increase in
competitive activity that negatively impacted our identical store
sales.  Many of our competitors lowered their earnings estimates
over the past few months in order to significantly increase their
promotional activity.  In addition, military troop deployments and
general economic conditions contributed to weaker sales in the
fourth quarter.  We have adjusted our earnings estimate for fiscal
2004 to reflect a more aggressive pricing and promotional stance
going forward using our reward card to deliver those savings.  We
are also making improvements in our shrink and in-stock
conditions."

For the 52 weeks ended June 25, 2003, the Company opened 13 new
stores, averaging 45,500 square feet, closed 13 stores, averaging
34,600 square feet and enlarged or remodeled 62 store locations,
for a total of 1,073 locations in operation on June 25, 2003,
unchanged from June 26, 2002. As of June 25, 2003, retail space
totaled 47.6 million square feet, which is relatively flat as
compared to the previous year.

Winn-Dixie Stores, Inc. (NYSE: WIN) is one of the largest food
retailers in the nation and ranks 149 on the FORTUNE 500 (R) list.  
Founded in 1925, the company is headquartered in Jacksonville, FL
and operates 1,073 stores in 12 states and the Bahama Islands.  
Frank Lazaran serves as President and Chief Executive Officer. For
more information, visit http://www.winn-dixie.com


WORLDCOM INC: Seeks Court Nod for Second Disclosure Statement
-------------------------------------------------------------
The Worldcom Debtors delivered to the Court on August 4, 2003 a
second Disclosure Statement supplement.  These matters are
addressed in the Supplement:

   A. Proposed Debarment by the United States General Services
      Administration

      The United States General Services Administration proposes
      to bar WorldCom from participating in federal procurement
      and non-procurement programs, citing weaknesses in the
      Debtors' accounting controls and the need to improve and
      enhance their newly established ethics office.  As a
      result, until the Debtors remedy these concerns, WorldCom
      will be ineligible to be awarded new contracts with the
      federal government and existing contracts will not be
      renewed or otherwise extended.  The proposed debarment will
      not affect WorldCom's existing contracts with state and
      federal government customers.

   B. Investigation of the Department of Justice into Allegations
      of Improper Routing of Network Traffic

      The United States Attorney for the Southern District of New
      York has issued a subpoena and opened an investigation
      relating to alleged projects that would have resulted in
      the routing of network traffic or alteration of
      transmission data in a manner intended to unlawfully avoid
      or reduce charges payable to the local exchange company
      serving the called party.  Based on a preliminary internal
      review, the Debtors believe that their current practices in
      terminating calls comply with all legal and regulatory
      requirements.  Alleging injury based on these practices,
      AT&T filed an objection to confirmation of the Plan in the
      Bankruptcy Court seeking to amend certain provisions of the
      Plan to protect its rights to file a claim that it asserts
      arose during the postpetition, pre-confirmation period.  
      The Debtors responded to AT&T's allegations describing the
      true factual circumstances that are involved in AT&T's
      charges and explaining why AT&T's legal claims are without
      foundation.

   C. Investigation of the FCC into Allegations of Improper
      Routing of Network Traffic

      The Enforcement Bureau of the FCC has also initiated an
      investigation into allegations that WorldCom may have
      violated certain FCC rules by withholding, substituting, or
      modifying information associated with interstate inter-
      exchange traffic.  WorldCom is promptly acting to provide
      the FCC the information requested.  The Debtors believe
      that on a review of the information relating to these
      practices, the FCC will similarly conclude that the
      allegations are baseless.

A copy of the Second Supplement is available for free at:

    http://bankrupt.com/misc/Second_Disclosure_Statement.pdf

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges LLP, in
New York, asserts that the Second Supplement satisfies the
Court's requirements and contains adequate information of a kind
and in sufficient detail to enable a hypothetical, reasonable
investor typical of the Debtors' creditors to make an informed
judgment whether to accept or reject the Plan.

Accordingly, the Debtors ask the Court to approve the form and
content of the Second Supplement in accordance with Sections 105
and 1125 of the Bankruptcy Code and Rule 3017 of the Federal
Rules of Bankruptcy Procedure.  The Debtors also want Judge
Gonzalez to find that the Second Supplement, together with the
First Supplement and the Disclosure Statement, contains "adequate
information" within the meaning of Bankruptcy Code Section 1125.

Ms. Goldstein assures the Court that the information set forth in
the Second Supplement provides a detailed explanation of each of
the Governmental Actions and the Debtors' position with respect
to those Actions.  The Debtors have articulated the potential
consequences arising from the Governmental Actions and the impact
such consequences may have on their estates.  The Debtors have
also included projected financial information, including a
recovery matrix, that indicate the financial impact on their
estates and creditor recoveries that may result from the
Governmental Actions.

The Debtors will promptly distribute a copy of the Supplement to
interested parties upon its approval. (Worldcom Bankruptcy News,
Issue No. 34; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


Z-TEL TECHNOLOGIES: June 30 Equity Deficit Widens to $116 Million
-----------------------------------------------------------------
Z-Tel Technologies, Inc. (Nasdaq/SC:ZTEL) reported its financial
results for the second quarter of 2003. Z-Tel's principal
operating entity is Z-Tel Communications, Inc., a leading provider
of local, long distance and enhanced telecommunications services.

For the three-month period ended June 30, 2003, the company
reported revenues of $69.9 million, up 16% over the $60.3 million
the company reported for the first quarter of 2003. Net loss was
$6.0 million, compared to net loss of $3.1 million for the first
quarter of 2003. Net loss attributable to common stockholders was
$10.7 million versus $7.4 million for the first quarter of 2003.
The company reported EBITDA (earnings before interest, taxes,
depreciation and amortization) of $0.4 million for the second
quarter of 2003, compared to $2.7 million for the first quarter of
2003.

For the six-month period ended June 30, 2003, the company reported
revenues of $130.2 million, compared to $119.5 million for the
prior year period. Net loss was $9.1 million versus $10.3 million
for the prior year six-month period. Net loss attributable to
common stockholders was $18.1 million compared to $18.2 million
for the prior year six-month period. For the first half of 2003,
the company reported $3.2 million in EBITDA, compared to $1.8
million for the first half of 2002. At the end of the second
quarter, the company reported approximately 262,000 active
residential retail lines in service, up approximately 30% since
the end of 2002.

Z-Tel Technologies' June 30, 2003 balance sheet shows a working
capital deficit of about $24 million, and a total shareholders'
equity deficit of about $116 million.

Gregg Smith, president and chief executive officer for Z-Tel,
said, "We're very pleased with our performance for the second
quarter. As we noted in the first quarter of 2003, we expected
MCI's departure to cause us to experience a period of time in
which the drop in MCI fee income would not be offset by other
growth in our wholesale business. We estimate that the gap for the
second quarter resulted in a reduction in EBITDA of approximately
$4 million. If MCI had stayed on as a customer, however, we would
have experienced a record quarter.

"We have diligently pursued a three-pronged approach to our
business for a long period of time now and have evolved each of
those areas - consumer retail, business retail, and wholesale
services," added Mr. Smith. "The second quarter marked growing
contributions from Sprint, which is now becoming the substantial
partner that MCI was for us for a period of time, and we believe
that they're on track to achieve their UNE-P growth forecasts for
the year. On the retail front, our residential business has been
growing again for several quarters, and activity in our Business
Services Group is surpassing even our own internal estimates."

Mr. Smith continued, "Our Business Services Group is off to an
excellent start and has already seen some major contract wins,
including Darden Restaurants and several others that we'll
announce in the near term. We now have more than 10,000 active
business subscriber lines and plan to add another 9,000 lines in
August alone. In fact, business lines now account for over 40
percent of all newly provisioned lines at Z-Tel. Our nationwide
footprint and strategic relationships with providers such as Covad
and XO put us in a strong position to become the go-to provider
for multi-location businesses, even when up against much larger
competitors."

In addition to expanding its commercial retail initiatives, by
September 1, 2003, all of the company's new and existing products
should be equipped with its proprietary, voice-activated feature,
Personal Voice Assistant, or PVA. PVA has already achieved high
acceptance rates with Z-LineHOME(R) customers, with over 30% of
those signed up using the service. In addition, release 1.5 of Z-
Line(R) is scheduled for early September, which will allow groups
of all kinds to set up community Address Books and sponsor PVA
free trials for all of their members. The group members can then
sign up for any Z-Tel fee-based product, such as Z-LineHOME or Z-
LineLD(TM), or they may keep PVA on a stand-alone basis for $4.95
per month.

Smith continued, "PVA makes communicating among family members,
churches, sports leagues, and other groups simpler and easier. In
addition to being a highly attractive feature for any user of
communications services, PVA has become the foundation of Z-Tel's
distribution and delivery strategy. Acquiring customers one at a
time is an increasingly challenging task for any communications
provider. Providing group solutions with real value from day one
allows for attractive partnership opportunities and offers
distribution economics that are unmatched in the industry today.
While we have to demonstrate that this model has legs, we're more
than pleased with the initial marketplace reception."

For example, the company recently announced a relationship with
SportsLine.com, through which Z-Tel will offer PVA to
SportsLine.com's over one million fantasy football league
participants nationwide. Football Commissioner users will be able
to register directly on SportsLine.com's Web site and use PVA free
for a trial period. Participants will be able to use PVA to
communicate directly with other league members or team owners,
hold impromptu conference calls, trash talk fellow participants,
and discuss mid-season trades and roster moves. After the free
trial period, they may upgrade seamlessly to any Z-Tel fee-based
product. This model provides users with a low-commitment way to
try Z-Tel services. As a result, Z-Tel is negotiating similar
relationships with other organizations that will offer PVA-based
products as an added benefit to their established memberships.

The company increasingly expects its relationships with member-
based organizations and other sales operations improvements, such
as stricter customer quality requirements and the refining of the
company's independent sales organization programs, to contribute
to the growth of its consumer retail business in future quarters.

Z-Tel's chief financial officer, Trey Davis, stated, "At June 30,
2003, we had approximately $14.2 million of cash on hand. The
company should maintain a solid liquidity position for the second
half of 2003, and we expect our cash balance to remain close to
the $15 million level. We also recently renewed our receivables
financing agreement with RFC Capital Corporation for an additional
year, and we are being approached by other sources of financing,
principally related to equipment leasing."

Mr. Davis added, "As a result of the steady growth we expect to
see from Sprint for the remainder of the year and any activity
that additional wholesale customers we acquire may generate, the
operating profit gap created by the substantial departure of MCI
should be largely behind us now. Given the emerging growth that is
now occurring in our commercial business and Sprint's anticipated
expansion, we are once again looking to expand EBITDA in the
second half of the year."

Consistent with the recently adopted Regulation G by the SEC, the
following table provides a reconciliation of EBITDA to the
Generally Accepted Accounting Principles measure of net income.
EBITDA is commonly used as an analytical indicator within the
telecommunications industry. EBITDA is not a measure of financial
performance under GAAP, and the items excluded from EBITDA are
significant components in understanding and assessing financial
performance.

Founded in 1998, Z-Tel offers consumers and businesses nationwide
traditional and enhanced telecommunications services. Z-Tel's
enhanced services, such as Internet-accessible and voice-activated
calling and messaging features, are designed to meet customers'
communications needs intelligently and intuitively. Z-Tel also
makes its services available on a wholesale basis. For more
information about Z-Tel and its innovative services, please visit
http://www.ztel.com  


* Huron Consulting Brings-In Roy Ellegard as Managing Director
--------------------------------------------------------------
Huron Consulting Group announced that Roy Ellegard, a leading
national figure in the field of engineering valuation, has joined
the company as a managing director in the national Valuation
Services practice. He will be based in Huron's New York office.

"Roy's 22 years of experience with companies in the greater New
York/New Jersey area will further strengthen our ability to
service clients in all of Huron's business segments, including
such areas as litigation support, restructuring and compliance,"
said Edward Murray, chief operations officer of Huron's Valuation
Services practice. "The fact that Roy has performed valuations in
almost every state will enable him to provide national leadership
in this specialty service line."

In his new role, Ellegard will be working with specialists in all
of the major valuation disciplines, including machinery and
equipment, real estate, economic modeling, business enterprise and
intellectual property. His specific experience includes the
preparation of expert valuation reports for disputes, all forms of
tax reporting, accounting compliance, reorganizations, asset
management, collateral, insurance adequacy, and all aspects of
leasing transactions. Ellegard has concentrated industry
experience in a range of areas, from heavy manufacturing and
process facilities to retail and high technology companies.

Prior to joining Huron, Ellegard was a managing director with
Standard & Poor's (S&P)/PricewaterhouseCoopers (PwC) value
consulting division. Before S&P/PwC, he was a national director
with the Capital Equipment Valuation Advisors Group at Ernst &
Young.

Ellegard earned his Bachelor of Arts in Economics from the
University of Richmond in Virginia. He is an Accredited Senior
Appraiser with the American Society of Appraisers and an
Arbitrator in The American Arbitration Association.

Huron Consulting Group is a 475-person business consulting
organization created on the belief that our people are our
greatest asset and that our clients deserve the very best in terms
of effort, care, and intellectual capacity - focused on results.

Huron Consulting Group provides valuation, corporate finance,
restructuring, and turnaround services to companies and lenders.
It performs financial investigations, litigation analysis, expert
testimony and forensic accounting for attorneys. Huron provides
strategic planning, operational consulting, strategic sourcing,
and organizational and technology assessments in a variety of
industries including manufacturing, healthcare and pharmaceutical,
higher education, law firm and corporate law departments,
transportation, and energy.

Huron Consulting Group operates nationwide with offices in Boston,
Charlotte, Chicago, Houston, Miami, New York, San Francisco and
Washington, D.C. Learn more at http://www.huronconsultinggroup.com


* BOND PRICING: For the week of August 11 - 15, 2003
----------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications                9.875%  03/01/07    63
Ahold Financial USA                    6.875%  05/01/29    73  
AK Steel Corp.                         7.750%  06/15/12    73
Allmerica Financial                    7.625%  10/15/25    75                      
American & Foreign Power               5.000%  03/01/30    62
American Cellular                      9.500%  10/15/09    63
AMR Corp.                              9.000%  08/01/12    61
AMR Corp.                              9.000%  09/15/16    61
Best Buy Co. Inc.                      0.684%  06/27/21    72
Burlington Northern                    3.200%  01/01/45    51
Burlington Northern                    3.800%  01/01/20    73
Calpine Corp.                          8.500%  02/15/11    69
Calpine Corp.                          8.625%  08/15/10    69
Calpine Corp.                          8.750%  07/15/07    73
Century Communications                 8.875%  01/15/07    68
Champion Enterprises                   7.625%  05/15/09    74
Charter Communications                 8.625%  04/01/09    73
Charter Communications                 9.625%  11/15/09    73
Cincinnati Bell Telephone              6.300%  12/01/28    68
Comcast Corp.                          2.000%  10/15/29    29
Coastal Corp.                          6.950%  06/01/28    68
Coastal Corp.                          7.420%  02/15/37    71
Conseco Inc.                           8.750%  08/09/06    64
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                2.000%  11/15/29    36
Crown Cork & Seal                      7.500%  12/15/96    70
Cummins Engine                         5.650%  03/01/98    62
Delta Air Lines                        7.900%  12/15/09    75
DVI Inc.                               9.875%  02/01/04    50
Dynex Capital                          9.500%  02/28/05     2
El Paso Corp.                          7.750%  01/15/32    74
El Paso Energy                         7.800%  08/01/31    70
GB Property Funding                   11.000%  09/29/05    65
Globalstar LP                         11.250%  06/15/04     3
Goodyear Tire & Rubber                 7.000%  03/15/28    74
Goodyear Tire & Rubber                 7.857%  08/15/11    73
Gulf Mobile Ohio                       5.000%  12/01/56    64
Hasbro Inc.                            6.600%  07/15/28    73
Health Management Associates           0.250%  08/16/20    63
HealthSouth Corp.                      3.250%  04/01/03    75
IMC Global Inc.                        7.300%  01/15/28    71
International Wire Group              11.750%  06/01/05    56
JL French Auto                        11.500%  06/01/09    50
Level 3 Communications Inc.            6.000%  03/15/10    59
Liberty Media                          3.750%  02/15/30    56
Liberty Media                          4.000%  11/15/29    59
Lucent Technologies                    6.450%  03/15/29    63
Lucent Technologies                    6.500%  01/15/28    63
MCI Communications                     8.250%  01/20/23    73
Mirant Americas                        8.300%  05/01/11    69
Mirant Corp.                           5.750%  07/15/07    41
Missouri Pacific Railroad              4.750%  01/01/30    70
Missouri Pacific Railroad              5.000%  01/01/45    60
NGC Corp.                              7.125%  05/15/18    69
NGC Corp.                              7.625%  10/15/26    68
Northern Pacific Railway               3.000%  01/01/47    50
Northwest Airlines                     9.875%  03/15/07    72
Northwestern Corporation               7.875%  03/15/07    73
Northwestern Corporation               8.750%  03/15/12    71
NTL Communications Corp.               7.000%  12/15/08    19
Qwest Capital Funding                  7.750%  02/15/11    75
Qwest Capital Funding                  7.750%  02/15/31    71
RCN Corporation                       10.125%  01/15/10    39
Revlon Consumer Products               8.125%  02/01/06    64
Revlon Consumer Products               8.625%  02/01/08    46
Revlon Consumer Products               9.000%  11/01/06    64
Silicon Graphics                       5.250%  09/01/04    71
Solutia Inc.                           7.375%  10/15/27    71
Sonat Inc.                             7.000%  02/01/18    74
Tennessee Gas                          7.000%  10/15/28    74                         
Universal Health Services              0.426%  06/23/20    63
US Timberlands                         9.625%  11/15/07    60
US West Communications                 6.875%  09/15/33    70
US West Communications                 7.125%  11/15/43    72
US West Communications                 7.200%  11/10/26    74
US West Communications                 7.250%  10/15/35    74
Worldcom Inc.                          6.250%  08/15/03    27
Worldcom Inc.                          6.400%  08/15/05    27
Worldcom Inc.                          6.950%  08/15/28    27
Xerox Corp.                            0.570%  04/21/18    65

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C.
de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A.
Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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